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                                                                   EXHIBIT 10.20

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this "Agreement") is made and entered into
as of this 15th day of November, 2002 (the "Execution Date") by and between ACON
Offshore Partners, L.P., a Delaware limited partnership, or its designees
("Buyer"), on the one hand, and Friede Goldman Halter, Inc., a Mississippi
corporation ("FGH"), Friede Goldman Offshore Texas, Limited Partnership, a
Louisiana limited partnership ("FGOT"), TDI-Orange, Limited Partnership, a
Louisiana limited partnership ("TDI"), and Friede Goldman Offshore, Inc., a
Mississippi corporation ("FGO", and collectively with FGH, TDI and FGOT,
"Seller"), on the other hand, under jointly administered Case No. 01-52173
(collectively, the "Case") in the United States Bankruptcy Court for the
Southern District of Mississippi, Biloxi Division (the "Bankruptcy Court") filed
on April 19, 2001 (the "Petition Date") under chapter 11 of title 11 of the
United States Code (the "Bankruptcy Code").

                                    RECITALS

A.   Seller is engaged in a variety of businesses related to the design,
     manufacture, conversion and modification of offshore drilling rigs, marine
     vessels and engineered products for the maritime and offshore energy
     industries. The relevant line of business for the purposes of this
     Agreement is Seller's business segment specifically involved in the
     construction, conversion, repair and upgrade of offshore drilling rigs and
     known within Seller's operations as FGO or FGOT (but not including the
     business segment known as Friede Goldman Newfoundland) (the "Business").

B.   Seller wishes to sell to Buyer substantially all of the assets that it uses
     in connection with the Business at the price and on the other terms and
     conditions specified in detail below, and Buyer wishes to so purchase and
     acquire such assets from Seller.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Transfer of Assets

     1.1 Purchase and Sale of Assets. On the Closing Date, as hereinafter
defined, in consideration of the covenants, representations and obligations of
Buyer and Seller hereunder, and subject to the conditions hereinafter set forth,
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer
shall purchase from Seller all of Seller's right, title and interest as of the
Closing Date in and to the following assets, wherever located (collectively, the
"Property") free and clear of liens, encumbrances, claims and interests, except
as otherwise expressly provided herein or otherwise agreed to by Buyer:

            1.1.1 Leases and Contracts. Seller's right, title and interest (i)
in the real property leases described on Exhibit "A-1" to this Agreement
(collectively, the "Real Property Leases"), (ii) in the equipment, personal
property and intangible property leases, rental agreements, licenses, contracts,
agreements and similar arrangements described on Exhibit "A-2" to this Agreement
(collectively, the "Other Leases"), (iii) as a party to the contracts,
subcontracts, leases, licenses, contracts, agreements and similar arrangements
described on Exhibit "A-3" to this Agreement (the "Other Contracts"), and (iv)
in the orders

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and purchase orders associated with the Other Contracts and remaining in effect
on the Closing Date (collectively with the Other Contracts and the Other Leases,
the "Other Leases and Contracts").

          1.1.2 Real Property and Improvements. Seller's right, title and
interest in: (a) the real property described in the legal descriptions attached
hereto as Exhibit "A-4" (collectively, the "Real Property"); and (b) all
improvements located thereon (collectively, the "Improvements").

          1.1.3 Personal Property. All of those items of equipment and tangible
personal property owned by Seller and listed on Exhibit "B" attached to this
Agreement, wherever such is located, and any other tangible personal property
acquired by Seller after the date hereof but prior to the Closing Date and used
primarily in connection with the Business (collectively, the "Personal
Property").

          1.1.4 Intangible Property. All intangible personal property owned or
held under license or rights of use or otherwise by Seller and used primarily in
connection with the Business, together with all books, records and like items
pertaining primarily to the Business including, without limitation, the items
identified on Exhibit "C" hereto (collectively, the "Intangible Property"). As
used in this Agreement, Intangible Property shall in all events exclude, (i) any
materials containing privileged communications or information about employees of
Seller, the disclosure of which would violate an employee's reasonable
expectation of privacy and any other materials which are subject to
attorney-client privilege (including any rights to assert privilege), (ii)
Seller's corporate books and records relating to its organization and existence
and (iii) all trade names, domain names and addresses and corporate names,
including, without limitation, the names and trademarks "Friede Goldman
Offshore", "Friede Goldman Offshore Texas", "FGO" and "FGOT" together with all
transactions, adaptations, derivations and combinations thereof.

          1.1.5 Receivables. All accounts receivable (including casualty
insurance proceeds (except as excluded in Section 1.2) and business interruption
proceeds, but excluding any reimbursements to be received by Seller from the
Jackson County Port Authority for dredging work performed near the FGO West Real
Property by vendors who have been paid by Seller pre-Closing) arising out of the
operation of the Business and, subject to Section 1.2, all causes of action
relating or pertaining to the foregoing (collectively, the "Receivables");
provided, however, that Receivables shall not include any accounts receivable or
causes of action arising out of or related to (i) that certain Contract for
Construction and Sale of a Dynamic Positioned Semi-Submersible Drilling Vessel,
dated as of April 9, 1988, as amended, by and between FGOT and Petrodrill
Construction, Inc., (ii) that certain Completion Contract, dated as of December
22, 1997, by and between Ocean Rig ASA and HAM Marine, Inc. and (iii) that
certain Completion Contract, dated as of June, 1998, by and between Ocean Rig 2
AS and FGO.

          1.1.6 Inventory. All supplies, goods, materials, work in process,
inventory and stock in trade owned by Seller exclusively for use or sale in the
ordinary course of the Business (collectively, the "Inventory"); provided,
however, that, except for the Inventory listed on Exhibit "E" attached hereto
(the "Canadian Inventory"), Inventory shall not include any

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inventory physically located at the facilities of, or owned by, Friede Goldman
Newfoundland which is included in the financial statements of Seller.

            1.1.7  Cost in Excess. All supplies, goods, materials and other work
in process owned by Seller for which a cost has been incurred, but not billed,
by Seller with respect to the Other Contracts.

            1.1.8  FGL License Rights. All of Seller's rights pursuant to
Section 8.5 of that certain Asset Purchase Agreement dated as of May 1, 2002, by
and among FGH, United Heavy B.V., a Netherlands corporation, and the other
parties named therein (and, notwithstanding any provision in this Agreement to
the contrary, without representation or warranty as to the nature, extent and
transferability of such rights) (the "FGL License Rights").

            1.1.9  Telephone and Facsimile Numbers. All transferable interests
of Seller in (a) all telephone, telex and facsimile numbers used primarily in
the Business, and (b) all listings relating primarily to the Business in all
telephone books and directories.

            1.1.10 MARAD and GE Assets. All assets of Seller which are financed
by the United States Department of Transportation, Maritime Administration
("MARAD"), GE Capital Corporation Public Finance, Inc. ("GEPF") and General
Electric Capital Corporation ("GECC"), and which are listed on Exhibits "F-1",
"F-2" and "F-3" to this Agreement, respectively.

            1.1.11 Prepaid Assets. All prepayments, advance payments and credits
of, by or for the benefit of Seller as set forth in Schedule 1.1.11 hereto,
including, but not limited to, Real Property Lease deposits.

     1.2 Excluded Assets. Notwithstanding anything to the contrary in this
Agreement, the Property shall not include the following (collectively, the
"Excluded Assets"): (i) those items excluded pursuant to the provisions of
Section 1.1 above; (ii) all cash and cash equivalents of the Business (including
security deposits and performance bonds listed on Schedule 1.2 hereto
(collectively, the "Security Deposits")); (iii) Inventory transferred or used by
Seller in the ordinary course of the Business prior to the Closing Date; (iv)
any lease, rental agreement, contract, agreement, license or similar arrangement
(other than any Real Property Lease) terminated or expired prior to the Closing
Date in accordance with its terms or in the ordinary course of the Business
(each, an "Expired Contract"); (v) each Seller's corporate books and records
relating to its organization and existence; (vi) all preference or avoidance
claims and actions of Seller, including, without limitation, any such claims and
actions arising under Sections 544, 547, 548, 549, and 550 of the Bankruptcy
Code; (vii) Seller's rights under this Agreement and all cash and non-cash
consideration payable or deliverable to Seller pursuant to the terms and
provisions hereof; (viii) insurance proceeds, claims and causes of action with
respect to or arising in connection with (A) any casualty loss associated with
(I) any Expired Contract, (II) any item of tangible or intangible property of
Seller not acquired by Buyer at the Closing or (III) any other Excluded Asset,
or (B) any other insurance proceeds in respect of any insurance policy or
program, other than those expressly transferred to Buyer under Section 1.1.5;
(ix) except for the Canadian Inventory, all assets physically located at the
facilities of, or owned by, Friede Goldman Newfoundland; (x) with respect to any
real property and real property leases that Buyer elected before the Execution
Date be an Excluded Asset, all Personal Property and

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improvements thereon; (xi) that certain Foreign Trade Subzone Use Agreement,
dated January 5, 2001, between FGH and the Mississippi Coast Foreign Trade Zone
(the "Seller's Foreign Trade Zone Agreement"); and (xii) those items listed on
Exhibit "D" to this Agreement.

      1.3 Instruments of Transfer. The sale, assignment, transfer, conveyance
and delivery of the Property to Buyer and the assumption of liabilities provided
herein by Buyer shall be made by assignments, bills of sale, deeds, stock powers
and other instruments of assignment, transfer and conveyance provided for in
Section 3 below and such other instruments as may reasonably be requested by
Buyer or Seller or that are necessary to consummate the transactions
contemplated herein, each in substantially the form attached hereto as Exhibits
"G", "I", and "J".

2. Consideration.

      2.1 Purchase Price.

             2.1.1 Consideration.

             (a) The base cash consideration to be paid by Buyer to Seller for
      the Property shall be Eighteen Million Dollars and No Cents
      ($18,000,000.00) (the "Base Purchase Price").

             (b) In addition, the Buyer shall assume or refinance Seller's
      obligations under the FGOT Seller Notes pursuant to Section 2.3.6 hereof,
      in the aggregate amount not to exceed Two Million Five Hundred Nineteen
      Thousand Nine Hundred Seventy-Three Dollars and Twenty Cents
      ($2,519,973.20) plus interest accrued thereon since August 31, 2002, on
      substantially similar terms and conditions (including, without limitation,
      the payment terms) that are currently in place, which the Buyer
      understands to be as shown in the schedule set forth in Exhibit "L"
      attached hereto (collectively, the "Seller Notes Purchase Price");
      provided, however, that in the event Buyer negotiates agreements with the
      holders of the FGOT Seller Notes (the "Noteholders") regarding repayment
      of the FGOT Seller Notes, then Buyer shall assume such obligations in
      accordance with such agreements.

             (c) In addition, for the part of the Property consisting of the
      assets listed on Exhibit "F-1" hereto, pursuant to Sections 2.3.7 and 8.5
      hereof, Buyer shall assume or refinance Seller's obligations under the
      GECC Note (as defined in Section 2.3.7) in an amount and on terms and
      conditions mutually acceptable to Buyer, GECC and GEPF (collectively, the
      "GECC Assets Purchase Price").

             (d) In addition, for the part of the Property consisting of the
      assets listed on Exhibit "F-2" hereto, pursuant to Sections 2.3.8 and 8.5
      hereof, Buyer shall assume or refinance Seller's obligations under the
      GEPF Note (as defined in Section 2.3.8) in an amount and on terms and
      conditions mutually acceptable to Buyer and GEPF (collectively, the "GEPF
      Assets Purchase Price").

             (e) In addition, for the part of the Property consisting of the
      assets listed on Exhibit "F-3" hereto, pursuant to Sections 2.3.9 and 8.5
      hereof, Buyer shall assume or

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      refinance Seller's obligations under the MARAD Debt (as defined in Section
      2.3.9) in an amount and on terms and conditions mutually acceptable to
      Buyer and MARAD (the "MARAD Assets Purchase Price" and, with the Base
      Purchase Price, the Seller Notes Purchase Price, the GECC Assets Purchase
      Price and the GEPF Assets Purchase Price, collectively, the "Purchase
      Price").

          2.1.2 Deposit Escrow. Unless this Agreement is earlier terminated
pursuant to Section 4.3.5 or Section 4.3.6, on or before 5:00 p.m. C.D.T. on
November 22, 2002 (the "Deposit Date"), Buyer shall deposit into escrow with
JPMorgan Chase Bank (the "Deposit Escrow Agent") Five Million Dollars and No
Cents ($5,000,000) (the "Deposit") in immediately available, good funds (funds
delivered in this manner are referred to herein as "Good Funds"), pursuant to an
escrow agreement among Buyer, Seller and the Deposit Escrow Agent substantially
in the form attached hereto as Exhibit "M" (the "Deposit Escrow Agreement"). The
escrow instructions set forth in the Deposit Escrow Agreement shall include,
without limitation, the provisions set forth in this Section 2.1.2. Upon receipt
of the Deposit, the Deposit Escrow Agent shall immediately deposit the Deposit
into a segregated interest-bearing account. The Deposit Escrow Agent shall
deliver the Deposit (and any interest accrued thereon) in accordance with
Section 4.3 hereof and the Deposit Escrow Agreement. The Deposit Escrow Agent's
escrow fees and charges shall be paid one-half by Seller and one-half by Buyer,
in which respect Seller and Buyer shall not be jointly liable since each shall
only be liable for its own part (one-half) of the said fees and charges.

      2.2 Closing Date Payments. At the Closing, Buyer shall (i) pay and deliver
to Seller, by wire transfer in Good Funds, the Base Purchase Price less the
Deposit (and interest accrued thereon), and (ii) instruct the Deposit Escrow
Agent in writing to deliver the Deposit (and any interest accrued thereon) to
Seller, by wire transfer of Good Funds.

      2.3 Assumed Liabilities. Buyer shall, effective as of the Closing Date,
assume and perform, and indemnify Seller in respect of (collectively, the
"Assumed Liabilities"):

          2.3.1 except as otherwise provided in Section 2.4, all liabilities
accruing under the Real Property Leases and under the Other Leases and Contracts
for periods on and after the Closing Date and, or otherwise required to be
performed with respect to the Property on or after the Closing Date;

          2.3.2 except as provided in Section 2.5, all post-Petition Date
liabilities of a type that are reflected on the Financial Statements (as defined
in Section 5.6) and/or those which are otherwise incurred in the ordinary course
of business (not including any expenses contemplated by Section 11.12, any
amounts owed by Seller to any professionals retained in the Case or owed to the
office of the United States Trustee or otherwise incurred by Seller in
connection with the administration of the Case) which are identified on the
pre-Closing list of such post-Petition Date liabilities provided to Buyer
pursuant to Section 3.8;

          2.3.3 Reserved.

          2.3.4 Reserved.

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         2.3.5 the satisfaction of the credit (the "Noble Credit") owed by
Seller to Noble Drilling (U.S.), Inc. ("Noble") pursuant to that certain Master
Shipyard Agreement, dated as of June 12, 2001 (the "Noble Agreement"), unless
Noble does not consent to the assignment of such Noble Agreement to Buyer, in
which case such Noble Credit shall be an Excluded Liability;

         2.3.6 the obligation of Seller as of the Closing Date pursuant to each
of the following promissory notes (and any and all underlying obligations
related thereto as are necessary or required): (A) that certain Real Estate Lien
Note, dated March 7, 1995, in the original principal amount of $1.2 million,
owed to Kenneth J. Osborne (originally owed to Sabine Offshore Service, Inc.),
(B) that certain Wraparound Commercial Real Estate Lien Note No. 1, dated
February 23, 1995, in the original principal amount of $925,884.34, owed to
Bayou Dock, Inc., (C) that certain Wraparound Commercial Real Estate Lien Note
No. 2, dated February 23, 1995, in the original principal amount of $709,307.52,
owed to Bayou Dock, Inc., (D) that certain Wraparound Commercial Real Estate
Lien Note No. 3, dated February 23, 1995, in the original principal amount of
$206,091.99, owed to Bayou Dock, Inc., and (E) that certain Commercial Real
Estate Lien Note, dated February 23, 1995, in the original principal amount of
$158,716.15, owed to Gulf Copper Group, Inc. (collectively, the "FGOT Seller
Notes");

         2.3.7 the obligation of Seller as of the Closing Date pursuant to that
certain Promissory Note, dated March 16, 1998, made by HAM Marine, Inc. in favor
of GECC, in original principal amount of $8,000,000 (and any and all underlying
obligations, documents and instruments related thereto as are necessary or
required) (the "GECC Note");

         2.3.8 the obligation of Seller pursuant to that certain Loan Agreement,
dated as of December 1, 1998, by and among GEPF, Mississippi Business Finance
Corporation and Friede Goldman International, Inc., in original principal amount
of $18,000,000 (and any and all underlying obligations, documents and
instruments related thereto as are necessary or required) (the "GEPF Note"); and

         2.3.9 the obligation of Seller pursuant to those certain 6.35% Sinking
Fund Bonds designated as "United States Government Guaranteed Shipyard
Modernization Financing Bonds, HAM Marine Series 2013" and related documents
(the "MARAD Debt").

     2.4 Excluded Liabilities. Notwithstanding anything in this Agreement to the
contrary and except for the Assumed Liabilities and except as provided in
Section 3.6, Seller shall, without any responsibility or liability of, or
recourse to Buyer or any of its directors, shareholders, officers, managers,
employees, agents, consultants, representatives, affiliates, successors or
assigns or persons in similar positions, absolutely and irrevocably retain any
and all liabilities and obligations of any kind or nature, whether foreseen or
unforeseen, known or unknown, existing or which may arise in the future, fixed
or contingent, matured or unmatured of Seller, arising out of or calculated with
reference to the ownership, use or possession or the transfer of the Property,
or the operation or conduct of the Business, prior to or on the Closing Date
(the "Excluded Liabilities"). The Excluded Liabilities shall include, but not be
limited to:

         2.4.1 Any liability of Seller for unpaid taxes (with respect to the
Business, the Property or otherwise) for periods prior to and through the
Closing Date;

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         2.4.2  Any liability of Seller for income taxes arising in connection
with the consummation of the transactions contemplated hereby (including any
income taxes arising because Seller is transferring the Property, because any of
their subsidiaries is deemed to be transferring its assets pursuant to an
election under Internal Revenue Code Section 338(h)(10), because Seller has an
excess loss account in the stock of any of its subsidiaries, or because Seller
has deferred gain on any deferred intercompany transaction);

         2.4.3  Any liability of Seller for the unpaid taxes of any person under
Treasury Regulations Section 1.1502-6 (or any similar provision of state, local,
or foreign law), as a transferee or successor, by contract or otherwise;

         2.4.4  Any obligation of Seller to indemnify any person by reason of
the fact that such person was a director, officer, manager, employee, agent or a
person in any other similar capacity with any Seller or was a customer or
contracting party with any Seller, or was serving at the request of any Seller
as a partner, trustee, director, officer, employee, manager, agent or in any
other similar capacity with another entity (whether such indemnification is for
judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
expenses, or otherwise and whether such indemnification is pursuant to any
statute, charter document, bylaw, agreement, or otherwise);

         2.4.5  Except as provided in Section 3.6, any liability of Seller for
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby;

         2.4.6  Any liability, covenant or obligation of Seller under this
Agreement;

         2.4.7  Any liability or obligation arising out of or relating to a
matter the nondisclosure of which results in a breach of a representation or
warranty of Seller contained herein;

         2.4.8  All liabilities and obligations arising out of incidents or
events occurring prior to the Closing Date by any person employed by, or acting
as an independent contractor on the property of or on behalf of, Seller for
payment or benefits under workers' compensation laws or any other law;

         2.4.9  Except as set forth in Section 9.5, all liabilities and
obligations arising out of claims made by any person employed by Seller in the
Business for payment of costs incurred which arise out of incidents or events
prior to the Closing Date under any medical insurance plan;

         2.4.10 All liabilities and obligations of the Business that arise out
of, result from or relate to Seller's ownership or operation of the Business for
personal injury, property damage or legal, administrative or regulatory claims,
fines or assessments that occur, have occurred, relate to an occurrence, or
which arose prior to the Closing Date;

         2.4.11 All Seller warranty obligations unless otherwise explicitly
assumed pursuant to Section 2.3;

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          2.4.12 All environmental liabilities resulting from or arising out of
the ownership or operation of the Business, the condition of the Property or an
environmental claim that a release occurred, in each case on or prior to the
Closing Date; and

          2.4.13 Except as set forth in Section 9.5, (a) any liability or
obligation in connection with any Seller's employee benefit plans (as defined in
ERISA sec. 3(3), 29 USC sec. 1002(3)), including pension plans, profit-sharing
and 401(k) plans, health plans and all other welfare benefit plans; any
non-ERISA benefits and fringe benefits; and (b) any premiums, contributions,
matches, or other payments of any kind thereunder. Buyer shall not be an
adopting or successor employer on any of the foregoing plans.

      2.5 Cure Costs. Buyer agrees to pay an amount not to exceed those cure
amounts listed on Exhibit "P" to this Agreement and not to exceed $165,000 (the
"Buyer's Cure Payment") due and payable under the Real Property Leases and the
Other Leases and Contracts which the Bankruptcy Court orders to be paid as a
condition to the Seller's assumption and assignment to Buyer of the Real
Property Leases or the Other Leases and Contracts in accordance with Section 365
of the Bankruptcy Code (the "Cure Costs"); provided, however, that on the
Closing Date, Seller agrees to pay all: (i) cure amounts then due and payable
under the Real Property Leases and the Other Leases and Contracts assumed by
Buyer at Closing which the Bankruptcy Court orders to be paid as a condition to
Seller's assumption and assignment to Buyer of the Real Property Leases and the
Other Leases and Contracts in accordance with Section 365 of the Bankruptcy Code
or otherwise transferred, in excess of the Buyer's Cure Payment; and (ii) any
other amounts due and outstanding as of the Closing Date under the Real Property
Leases and the Other Leases and Contracts.

3. Closing of Transactions.

      3.1 Closing. The Closing of the transactions provided for herein (the
"Closing") shall take place at the offices of Andrews & Kurth L.L.P., 600
Travis, Suite 4200, Houston, Texas 77002.

      3.2 Closing Date. Assuming this Agreement has not been earlier terminated
in accordance with the terms hereof, the Closing shall be held within five (5)
business days after the later of (a) satisfaction or waiver of the conditions to
closing set forth in Sections 4.1 and 4.2, and (b) Buyer's completion, execution
and subject to the Closing, delivery, of all documentation with GECC, GEPF and
MARAD with respect to Buyer's assumption or refinancing of Seller's obligations
under the GECC Note, the GEPF Note and the MARAD Debt (the "Closing Date") but
in no event later than January 31, 2003 (the "Outside Date"); provided, however,
that the Outside Date shall automatically be extended until February 27, 2003 if
the only condition remaining to be satisfied is the condition specified in
Section 4.1.4 or 4.2.4. Until this Agreement is terminated, the parties shall
diligently continue to work to satisfy all conditions to Closing.

      3.3 Seller's Deliveries to Buyer at Closing. At the Closing, Seller shall
make or cause the following deliveries to be made to Buyer:

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          3.3.1  An Assignment and Assumption Agreement substantially in the
form attached hereto as Exhibit "G" (the "Assignment Agreement"), duly executed
by Seller, pursuant to which Seller assigns the Real Property Leases and the
Other Leases and Contracts. As to Real Property Leases listed in Exhibit "A-1",
Seller shall deliver to Buyer with respect to those Real Property Leases to
which a governmental entity is a party and for which consent is required to
assign such Real Property Leases, a consent to assignment that has been accepted
and executed by such governmental entity to such Real Property Leases, in each
case on the same terms as are in effect for such Real Property Leases on the
Closing Date or such other terms reasonably acceptable to Buyer.

          3.3.2  Bills of sale substantially in the form attached hereto as
Exhibit "I", duly executed by the appropriate Seller, pursuant to which each
such Seller transfers the Property other than the Real Property Leases and the
Other Leases and Contracts to Buyer (the "Bill of Sale").

          3.3.3  Special or general warranty deeds, as appropriate to conform to
deeds into Seller for such Real Property, substantially in the form attached
hereto as Exhibits "J-1" and "J-2", duly executed by Seller, in respect of the
Real Property (the "Deeds").

          3.3.4  Written certification evidencing Seller's satisfaction of all
of Seller's representations, warranties, covenants and obligations, as required
by Section 4.1.1.

          3.3.5  Reserved.

          3.3.6  The Transition Services Agreement, duly executed by Seller, if
required by Section 9.4.

          3.3.7  The Conditional Use Agreement, duly executed by Seller, if
required by Section 8.7.

          3.3.8  Originals, or if not available, copies of all permits, licenses
and governmental, administrative and regulatory approvals and authorizations
that are in the Seller's possession and that are necessary to own and operate
the Business and the Property, to the extent transferable.

          3.3.9  Copies of the Sale Procedure Order and the Approval Order duly
certified by the Bankruptcy Court.

          3.3.10 Originals, or if not available, certified copies of
Certificates of Title for each titled vehicle included as Personal Property.

          3.3.11 Such other agreements, certificates, deeds, bills of sale,
assignments, releases, consents to assignments and other instruments of sale,
conveyance, assignment, assumption and transfer satisfactory in form and
substance to Buyer and Seller as may be required in order to convey to Buyer all
of Sellers' right, title and interest in and to the Property or that are
required by this Agreement.

<PAGE>

           3.3.12 Appropriate evidence of all necessary action by Seller in
connection with the transactions contemplated hereby, including, without
limitation: (i) certified copies of resolutions duly adopted by Seller's board
of directors or partners, as applicable, approving the transactions contemplated
by this Agreement and authorizing the execution, delivery, and performance by
Seller of this Agreement; and (ii) a certificate as to the incumbency of
officers of Seller executing this Agreement and any instrument or other document
delivered in connection with the transactions contemplated by this Agreement.

     3.4 Buyer's Deliveries to Seller at Closing. At the Closing, Buyer shall
make or cause the following deliveries to be made:

           3.4.1  The Base Purchase Price (less the Deposit (together with all
interest accrued thereon, if any)) to be delivered and paid by Buyer to Seller
as provided in Section 2.1.

           3.4.2  The Deposit (together with all interest accrued thereon, if
any) to be paid and delivered by the Escrow Agent to Seller as provided in
Sections 2.1.2.

           3.4.3  The Assignment Agreement, duly executed by Buyer.

           3.4.4  Written certification evidencing Buyer's satisfaction of all
of Buyer's representations, warranties, covenants and obligations, as required
by Section 4.2.1.

           3.4.5  Reserved.

           3.4.6  The Conditional Use Agreement, duly executed by Buyer, as
provided in Section 8.7.

           3.4.7  Appropriate evidence of all necessary action by Buyer in
connection with the transactions contemplated hereby, including, without
limitation: (i) certified copies of resolutions duly adopted by Buyer's partners
approving the transactions contemplated by this Agreement and authorizing the
execution, delivery, and performance by Buyer of this Agreement; and (ii) a
certificate as to the incumbency of officers of Buyer executing this Agreement
and any instrument or other document delivered in connection with the
transactions contemplated by this Agreement.

           3.4.8  The Transition Services Agreement, duly executed by Buyer, if
required by Section 9.4.

           3.4.9  To the extent Buyer assigns any of its rights and/or
obligations under this Agreement pursuant to Section 11.14 hereof, a Guarantee
substantially in the form attached hereto as Exhibit "S" (the "Guarantee").

     3.5 Prorations. Rent, current taxes, prepaid advertising and other items of
expense (including, without limitation, any prepaid insurance under the Real
Property Leases or the Other Leases and Contracts, or any of them) and income
relating to or attributable to the Business and/or the Real Property Leases or
the Other Leases and Contracts shall be prorated between Seller and Buyer as of
the Closing Date. All obligations due in respect of periods on or prior to
Closing shall be paid in full or otherwise satisfied by Seller, and all
obligations due in respect of

<PAGE>

periods after Closing shall be paid in full or otherwise satisfied by Buyer.
Rent shall be prorated on the basis of a thirty (30) day month.

     3.6 Sales, Use and Other Taxes. In the event that any (a) real estate
transfer taxes or similar taxes or charges are required to be paid in order to
record the Deeds to be delivered to Buyer in accordance herewith, or in the
event any such taxes are assessed at any time thereafter, or (b) sales, use,
transfer or other similar taxes or charges are assessed at Closing or at any
time thereafter on the transfer of any other Property, then in each instance
such taxes or charges incurred as a result of the transactions contemplated
hereby shall be paid by Buyer.

     3.7 Possession. Right to possession of the Property shall transfer to Buyer
on the Closing Date. Seller shall transfer and deliver to Buyer on the Closing
Date such keys, lock and safe combinations and other similar items as Buyer
shall require to obtain occupation and control of the Property, and shall also
make available to Buyer at their then existing locations the originals of all
documents in Seller's possession that are required to be transferred to Buyer by
this Agreement.

     3.8 Pre-Closing Balance Sheet. On or before five (5) business days prior to
the Closing Date, Seller shall provide to Buyer a list which identifies those
post-Petition Date liabilities to be assumed by Buyer pursuant to Section 2.3.2
of this Agreement.

     3.9 Port Arthur Drydock. Buyer shall be responsible for all repair and
maintenance costs and expenses required in connection with the transfer of that
certain Real Property Lease listed as Item 5 (Index Number 401) on Exhibit
"A-1"; provided, however, that such costs and expenses shall not be considered a
Cure Cost or result in a reduction to the Purchase Price.

4. Conditions Precedent to Closing.

     4.1 Conditions to Seller's Obligations. Seller's obligation to consummate
the Closing and make the deliveries required of Seller at the Closing shall be
subject to the satisfaction or waiver by Seller of each of the following
conditions:

            4.1.1 All of the representations and warranties of Buyer contained
herein shall continue to be true and correct at the Closing in all material
respects, all covenants and obligations to be performed by Buyer on or prior to
the Closing shall have been performed in all material respects and Buyer shall
have certified the foregoing to Seller in writing.

            4.1.2 Buyer shall have delivered or caused to be delivered to Seller
all of those documents, instruments and agreements required to be delivered by
Buyer to Seller under Section 3.4 hereof.

            4.1.3 No action, suit or other proceedings shall be pending before
any court, tribunal or governmental authority seeking or threatening to restrain
or prohibit the consummation of the transactions contemplated by this Agreement,
or seeking to obtain substantial damages in respect thereof, or involving a
claim that consummation thereof would result in the violation of any law, decree
or regulation of any governmental authority having appropriate jurisdiction.

<PAGE>

           4.1.4 The Bankruptcy Court shall have entered the Approval Order (in
accordance with Section 8.3.2 below), the Bankruptcy Court shall have made the
finding provided for in Section 8.3.2(ii) and the Approval Order shall not have
been stayed as of the Closing Date.

           4.1.5 All applicable waiting periods relating to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
shall have expired or been terminated with respect to the transaction
contemplated hereby, and any proceeding that may have been filed or instituted
thereunder shall have been satisfactorily concluded.

           4.1.6 Seller shall have received a consent and a release from the
lessor of all of Seller's obligations under that certain Real Property Lease
listed as Item 5 (Index Number 401) on Exhibit "A-1".

           4.1.7 Buyer shall have entered into, and provided to Seller, on or
prior to November 15, 2002, a binding commitment with each of GECC and/or GEPF
(collectively, the "GE Financing Commitment") with respect to Buyer's assumption
or refinancing of the GECC Note and the GEPF Note, respectively, on terms
acceptable to Buyer, on the one hand, and each of GECC and GEPF, on the other
hand; provided, however, that this Section 4.1.7 shall not be a condition to
Closing after November 15, 2002.

           4.1.8 Buyer shall have entered into, and provided to Seller, on or
prior to the Deposit Date, a binding commitment with MARAD (collectively, the
"MARAD Financing Commitment") with respect to Buyer's assumption or refinancing
of the MARAD Debt, on terms acceptable to Buyer, on the one hand, and MARAD, on
the other hand; provided, however, that this Section 4.1.8 shall not be a
condition to Closing after the Deposit Date.

           4.1.9 Seller shall have received a release from GECC, GEPF and MARAD
of all of Seller's obligations under the GECC Note, the GEPF Note and the MARAD
Debt.

     4.2 Conditions to Buyer's Obligations. Buyer's obligation to consummate the
Closing and to make the deliveries required of Buyer at the Closing shall be
subject to the satisfaction or waiver by Buyer of each of the following
conditions:

           4.2.1 All representations and warranties of Seller contained herein
shall continue to be true and correct at the Closing in all material respects,
all covenants and obligations to be performed by Seller on or prior to the
Closing shall have been performed in all material respects and Seller shall have
certified the foregoing to Buyer in writing.

           4.2.2 Seller shall have delivered or caused to be delivered to Buyer
all of those documents, instruments and agreements required to be delivered by
Seller to Buyer under Section 3.3 hereof.

           4.2.3 No action, suit or other proceedings shall be pending before
any court, tribunal or governmental authority seeking or threatening to restrain
or prohibit the consummation of the transactions contemplated by this Agreement,
or seeking to obtain substantial damages in respect thereof, or involving a
claim that consummation thereof would

<PAGE>

result in the violation of any law, decree or regulation of any governmental
authority having appropriate jurisdiction.

           4.2.4  The Bankruptcy Court shall have entered the Approval Order (in
accordance with Section 8.3.2 below) which entered Approval Order shall not have
been materially altered, amended or modified in a manner adverse to Buyer from
the form submitted to the Bankruptcy Court pursuant to Section 8.3.2, the
Bankruptcy Court shall have made the finding provided for in Section 8.3.2(ii),
the Approval Order shall not have been stayed as of the Closing Date and ten
(10) calendar days shall have elapsed since the Bankruptcy Court entered the
Approval Order.

           4.2.5  All applicable waiting periods relating to the HSR Act shall
have expired or been terminated with respect to the transaction contemplated
hereby, and any proceeding that may have been filed or instituted thereunder
shall have been satisfactorily concluded.

           4.2.6  Reserved.

           4.2.7  Reserved.

           4.2.8  All Property shall have been assumed and assigned by Seller to
Buyer in accordance with the terms of this Agreement.

           4.2.9  Seller shall have obtained all third-party consents required
pursuant to the second sentence of Section 3.3.1.

           4.2.10 Seller shall have segregated from its computer network the
data and computer hardware for Buyer to operate the Business.

           4.2.11 Buyer shall have entered into on or prior to November 15,
2002, the GE Financing Commitment with respect to Buyer's assumption or
refinancing of the GECC Note and the GEPF Note, respectively, on terms
acceptable to Buyer, on the one hand, and each of GECC and GEPF, on the other
hand; provided, however, that this Section 4.2.11 shall not be a condition to
Closing after November 15, 2002.

           4.2.12 Buyer shall have entered into on or prior to the Deposit Date,
the MARAD Financing Commitment with respect to Buyer's assumption or refinancing
of the MARAD Debt, on terms acceptable to Buyer, on the one hand, and MARAD, on
the other hand; provided, however, that this Section 4.2.12 shall not be a
condition to Closing after the Deposit Date.

     4.3 Termination. Either or both parties, as applicable, may terminate this
Agreement only under the circumstances set forth below:

           4.3.1  Seller and Buyer may terminate this Agreement by written
mutual consent at any time prior to the Closing, in which event the Deposit
Escrow Agent shall deliver the Deposit (and all interest accrued thereon) to
Buyer.

           4.3.2  If all conditions to Closing required to obligate a party to
close the transactions set forth herein have been satisfied or waived and such
party has not tendered

<PAGE>

performance of its Closing obligations or deliveries hereunder on or before the
Closing Date, then the party who is not then in default hereunder may terminate
this Agreement by delivering to the other written notice of termination, in
which event the Deposit Escrow Agent shall deliver the Deposit (and all interest
accrued thereon) to the non-defaulting party; provided, however, that Seller
shall not have such right to terminate this Agreement prior to January 31, 2003
if Buyer has not completed, executed and, subject to the Closing, delivered, all
documentation with GECC, GEPF and MARAD with respect to Buyer's assumption or
refinancing of Seller's obligations under the GECC Note, the GEPF Note and the
MARAD Debt, or has not obtained alternative financing thereof.

           4.3.3 Either Seller or Buyer may terminate this Agreement by written
notice to the other if the Closing has failed to occur on or before the close of
business on the Outside Date, as extended pursuant to Section 3.2 (or such later
date as Seller and Buyer may agree upon in writing), in which event the Deposit
Escrow Agent shall deliver the Deposit (and all interest accrued thereon), to
Buyer; provided, however, that neither Seller nor Buyer may terminate this
Agreement by delivery of such notice of termination while such party is in
breach or default of its obligations hereunder.

           4.3.4 Either Seller or Buyer may terminate this Agreement by written
notice to the other, delivered prior to the conclusion of the hearing by the
Bankruptcy Court on the Sale Motion, if Seller does not obtain all of the
consents required by the second sentence of Section 3.3.1 on or before the date
on which the Sale Motion is heard by the Bankruptcy Court, in which event the
Deposit Escrow Agent shall deliver the Deposit (and all interest accrued
thereon) to Buyer.

           4.3.5 If any condition set forth in Section 4.1.7 or 4.2.11 has not
been satisfied by the date set forth therein, then Seller or Buyer may terminate
this Agreement by no later than 5:00 p.m. CDT on such date by written notice to
the other party, in which event the Deposit Escrow Agent shall deliver the
Deposit (and all interest accrued thereon) to Buyer.

           4.3.6 If any condition set forth in Section 4.1.8 or 4.2.12 has not
been satisfied by the date set forth therein, then Seller or Buyer may terminate
this Agreement by no later than 5:00 p.m. CDT on such date by written notice to
the other party, in which event the Deposit Escrow Agent shall deliver the
Deposit (and all interest accrued thereon) to Buyer.

           4.3.7 Buyer may terminate this Agreement by written notice to Seller
if the conditions set forth in Section 4.2.9 shall have not been satisfied on or
prior to the Closing, in which event the Deposit Escrow Agent shall deliver the
Deposit (and all interest accrued thereon) to Buyer.

           4.3.8 Buyer may terminate this Agreement by written notice to Seller
at any time prior to the Closing in the event that it determines in its
commercially reasonable judgment that an event of force majeure has occurred,
including acts of God, governmental actions (including the denial or
cancellation of any export or other necessary license), wars, insurrections,
acts of terrorism and/or any other cause beyond the reasonable control of the
Buyer and Seller and which results in a casualty or similar loss to the tangible
Property for which Seller does not have adequate insurance coverage, and as a
result of which there has occurred a

<PAGE>

material adverse change in the Property or the Business, in which event the
Deposit Escrow Agent shall deliver the Deposit (and all interest accrued
thereon) to Buyer.

           4.3.9  Notwithstanding any other provision in this Section 4.3,
Seller shall have the right to terminate this Agreement on or after January 31,
2003 if all of Buyer's conditions to close set forth in Section 4.2 have been
satisfied by such date but Seller's condition to close in Section 4.1.9 has not
been satisfied by such date, in which event the Deposit Escrow Agent shall
deliver the Deposit (and all interest accrued thereon) to Seller; provided,
however, that Seller shall not be entitled to delivery of the Deposit if the
Bankruptcy Court, following notice and hearing, finds and determines that Seller
has unjustifiably and unreasonably directly caused the failure of the
satisfaction of the condition to close in Section 4.1.9; provided, further, that
(i) Buyer must provide written notice to Seller prior to January 31, 2003 that
Buyer disputes Seller's right to receive the Deposit under this Section 4.3.9,
(ii) Buyer must commence a contested matter or adversary proceeding in the
Bankruptcy Court for such finding and determination within twenty (20) days of
providing such written notice, (iii) Buyer shall have the burden of proving that
Seller unjustifiably and unreasonably directly caused the failure of the
satisfaction of the condition to close in Section 4.1.9, and (iv) the prevailing
party in such contested matter or adversary proceeding shall be entitled to
recover its reasonable and necessary professional fees and expenses incurred in
the litigation thereof from the non-prevailing party (which shall include the
recovery of the fees and expenses of the Creditors' Committee in the Case in the
event that the Seller is the prevailing party); provided, moreover, Seller shall
not be required to pay costs or incur obligations to obtain the releases
specified in Section 4.1.9 where Seller is not otherwise already obligated to
pay such costs or incur such obligations.

           4.3.10 If Seller or Buyer terminates this Agreement other than as
provided in this Section 4.3, then in such event, in addition to any other
remedy which may be available at law or in equity, such terminating party
consents to and the non-terminating party, at its option, shall be entitled to
specific performance and injunctive relief, without posting bond or other
security and without the necessity of proving actual damages.

5. Seller's Representations and Warranties. Each Seller hereby makes the
following representations and warranties to Buyer:

     5.1 Validity of Agreement. Upon obtaining the Approval Order, this
Agreement and each other document and instrument to be executed by the parties
hereto in connection with the transaction contemplated hereby (collectively, the
"Transaction Documents") to which Seller is a party shall constitute the valid
and binding obligation of Seller enforceable in accordance with its terms.

     5.2 Organization, Standing and Power. Seller is an entity duly organized,
validly existing and in good standing under its jurisdiction of organization.
Subject to the applicable provisions of bankruptcy law, Seller has all requisite
power and authority to own, lease and operate its properties, to carry on its
business as now being conducted and, subject to Seller's obtaining the Approval
Order, to execute, deliver and perform this Agreement and each Transaction
Document to which it is a party.

<PAGE>

     5.3 No Conflicts or Violations. The execution and delivery of this
Agreement and each Transaction Document to which Seller is a party, the
consummation of the transactions herein contemplated, and the performance of,
fulfillment of and compliance with the terms and conditions of this Agreement
and each Transaction Document to which Seller is a party do not and will not:
(i) conflict with or result in a breach of the organizational documents of
Seller; (ii) upon obtaining the Approval Order, violate any statute, law, rule
or regulation, or any order, writ, injunction or decree of any court or
governmental authority; or (iii) violate or conflict with or constitute a
default under any agreement, instrument or writing of any nature to which Seller
is a party or by which Seller or its assets or properties may be bound.

     5.4 Title to Property. Seller has good and marketable title to the
Property; provided, however, that Seller makes no representation whatsoever as
to the title to the Intangible Property, the Canadian Inventory or the FGL
License Rights or the transferability of the Noble Agreement. At the Closing,
Buyer will acquire all of Seller's right, title and interest in and to all of
the Property, free and clear of any liens, claims or encumbrances, subject to
Sections 2 and 8.5 hereof and subject to easements and rights of way of record
and nonmaterial imperfections in title in respect of the Real Property or Real
Property Leases that do not materially and adversely impair Buyer's ability to
use such Real Property or Real Property Leases in a manner substantially similar
to the manner in which they are currently being used by Seller.

     5.5 Environmental Matters. Seller has been duly issued, and currently has
and will maintain through the Closing Date, all material permits, licenses,
certificates and approvals required under any Environmental Law (as defined
below) necessary to operate the Business ("Environmental Permits"). A true and
complete list of all Environmental Permits, all of which are valid and in full
force and effect, is set forth in Schedule 5.5 attached hereto. Except as set
forth on Schedule 5.5 attached hereto:

           5.5.1 Since November 3, 1999, and to Seller's actual knowledge, prior
to such time (a) the Real Property and the operations of Seller comply in all
material respects with, and have at all times complied in all material respects
with, all applicable laws, regulations, orders, rules and common law pertaining
to the environment, natural resources, and public or employee health and safety
(collectively the "Environmental Laws"), and (b) Seller has no liability under,
and has not assumed the liability of any other person, by contract, operation of
law or otherwise, under any Environmental Laws;

           5.5.2 No judicial, administrative, or other legal proceedings are
pending or, to the knowledge of the Seller, threatened against Seller alleging
the material violation of any Environmental Laws or that Seller has any material
liability under the Environmental Laws with respect to the Real Property, the
Business, or any real property formerly owned, operated or leased in connection
with the Business, and no notice from any governmental entity or any private or
public person has been received by Seller claiming any violation of or liability
under any Environmental Laws with respect to the Real Property, the Business, or
any real property formerly owned, operated or leased in connection with the
Business;

           5.5.3 Since November 3, 1999 and to Seller's actual knowledge, prior
to such time, all Hazardous Substances used or generated by Seller on, in, or
under any of the Real Property or real property underlying the Real Property
Leases are and have at all times been

<PAGE>

generated, stored, used, treated, disposed of, and released by such persons or
on their behalf in such manner so as not to result in a material adverse effect
on the Business. "Hazardous Substances" means any chemicals, materials or
substances, including but not limited to those regulated, listed or defined
under any Environmental Law, petroleum, petroleum products (including, without
limitation, crude oil or any fraction thereof), MTBE, polychlorinated biphenols,
asbestos, and any other chemicals, substances or materials, defined as or
included in the definition of "hazardous substances," "hazardous materials,"
"extremely hazardous substances," "chemical substances," "contaminants,"
"pollutants," "toxic pollutants," "hazardous wastes," or words of similar
meaning and regulatory effect under any applicable Environmental Law;

           5.5.4 There are not now, nor has there been since November 3, 1999,
and to Seller's actual knowledge, prior to such time, at, on, in or under any
Real Property or real property underlying the Real Property Leases, any
Hazardous Substances in a condition or location that violates any Environmental
Law or that requires or reasonably could be expected to require any
investigation, clean-up, removal action, remedial action, restoration, repair,
response action, corrective action, monitoring, sampling and analysis,
installation, reclamation, closure, or post-closure ("Remediation") or give rise
to liability or a claim for damages or compensation;

           5.5.5 In connection with the Business, Seller has not received, and
does not have a reasonable basis for expecting to receive, any notification from
any source advising Seller that: (x) it is a potentially responsible party under
any Environmental Laws with respect to the Real Property, (y) any Real Property
is identified or proposed for listing as a federal National Priorities List (or
state-equivalent) site or a Comprehensive Environmental Response, Compensation
and Liability Information System list (or state-equivalent) site, or (z) it is
allegedly liable under any Environmental Law;

           5.5.6 Seller has timely filed applications for all Environmental
Permits;

           5.5.7 Seller has not arranged, by contract, agreement, or otherwise,
for the transportation, disposal or treatment of Hazardous Substances at any
location such that it is or could be liable for Remediation of such location
pursuant to Environmental Laws; and

           5.5.8 Seller has provided to Buyer complete and accurate copies of
all reports concerning environmental investigations or evaluations done on the
Real Property, or with respect to the Business or any real property formerly
owned, operated or leased in connection with the Business which are in the
possession or control of any Seller or any third party now or previously
engaged, retained or consulted by or on behalf of any Seller; and

           5.5.9 Neither underground improvements, including but not limited to
underground storage tanks, above ground storage tanks, PCBs, asbestos,
asbestos-containing materials, dumps, nor landfills is present at, on or under
the Real Property.

     5.6 Financial Statements. Seller has prepared and furnished to Buyer the
unaudited financial statements of the Business dated as of August 31, 2002 and
attached hereto as Schedule 5.6 (the "Financial Statements"). The Financial
Statements have been prepared on a basis consistent with the practices used in
preparing FGO's and FGOT's unaudited non-consolidated

<PAGE>

operating division financial statements for the years ended December 31, 2001
and 2000; provided, however, that the Financial Statements do not include
year-end adjustments, were prepared assuming that the Business will continue as
a going concern and do not include any adjustments that might result from the
inability of the Business to continue as a going concern.

6. Buyer's Representations and Warranties. Buyer hereby makes the following
representations and warranties to Seller:

     6.1 Validity of Agreement. All action on the part of Buyer necessary for
the authorization, execution, delivery and performance of this Agreement and
each Transaction Documents to which Buyer is a party, including, but not limited
to, the performance of Buyer's obligations hereunder and thereunder, has been
duly taken. This Agreement and each Transaction Document to which Buyer is a
party, when executed and delivered by Buyer, shall constitute the valid and
binding obligation of Buyer enforceable in accordance with its terms.

     6.2 Organization, Standing and Power. Buyer is a corporation duly
organized, validly existing and in good standing under its jurisdiction of
organization. Buyer has all requisite corporate power and authority to own,
lease and operate its properties, to carry on its business as now being
conducted and to execute, deliver and perform this Agreement and each
Transaction Document to which it is a party.

     6.3 No Conflicts or Violations. The execution and delivery of this
Agreement and each Transaction Document to which Buyer is a party, the
consummation of the transactions herein contemplated, and the performance of,
fulfillment of and compliance with the terms and conditions hereof by Buyer do
not and will not: (i) conflict with or result in a breach of the limited
partnership agreement of Buyer; (ii) upon Seller obtaining the Approval Order,
violate any statute, law, rule or regulation, or any order, writ, injunction or
decree of any court or governmental authority; or (iii) violate or conflict with
or constitute a default under any agreement, instrument or writing of any nature
to which Buyer is a party or by which Buyer or its assets or properties may be
bound.

     6.4 Financing. Buyer has sufficient funds available to consummate the
transactions contemplated hereby.

7. "AS IS" Transaction. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN SECTION 5 ABOVE AND OTHER APPLICABLE TERMS AND
CONDITIONS SET FORTH HEREIN, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE
PROPERTY INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE
INCURRED IN CONNECTION WITH THE PROPERTY, THE PHYSICAL CONDITION OF ANY PERSONAL
PROPERTY COMPRISING A PART OF THE PROPERTY OR WHICH IS THE SUBJECT OF ANY OTHER
LEASE OR CONTRACT TO BE ASSUMED BY BUYER AT THE CLOSING, THE ENVIRONMENTAL
CONDITION OR OTHER MATTER RELATING TO THE PHYSICAL CONDITION OF ANY REAL
PROPERTY OR IMPROVEMENTS WHICH ARE THE SUBJECT OF ANY REAL PROPERTY LEASE TO BE
ASSUMED BY BUYER AT THE CLOSING, THE ZONING OF ANY SUCH REAL PROPERTY OR

<PAGE>

IMPROVEMENTS, THE VALUE OF THE PROPERTY (OR ANY PORTION THEREOF), THE
TRANSFERABILITY OF THE NOBLE AGREEMENT, THE TERMS, AMOUNT, VALIDITY OR
ENFORCEABILITY OF ANY ASSUMED LIABILITIES, TITLE TO THE INTANGIBLE PROPERTY, THE
CANADIAN INVENTORY OR THE FGL LICENSE RIGHTS, THE MERCHANTABILITY OR FITNESS OF
THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE PROPERTY FOR ANY PARTICULAR
PURPOSE, OR ANY OTHER MATTER OR THING RELATING TO THE PROPERTY OR ANY PORTION
THEREOF. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER HEREBY DISCLAIMS ANY
WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE AS TO ANY PORTION OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT BUYER
HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL
CONDITION OF THE PROPERTY AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING
THE PROPERTY AS BUYER DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING
WITH ITS ACQUISITION OF THE PROPERTY, EXCEPT FOR ANY REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN SECTION 5 AND OTHER APPLICABLE TERMS AND
CONDITIONS SET FORTH HEREIN, BUYER IS DOING SO BASED SOLELY UPON SUCH
INDEPENDENT INSPECTIONS AND INVESTIGATIONS. ACCORDINGLY, BUYER WILL ACCEPT THE
PROPERTY AT THE CLOSING "AS IS," "WHERE IS," AND "WITH ALL FAULTS."

8. Covenants Prior to Closing.

     8.1 Access to Records and Properties of Seller. From and after the
Execution Date until the Closing Date, Seller shall, upon reasonable advance
notice, afford to Buyer's officers, independent public accountants, counsel,
lenders, consultants and other representatives, reasonable access during normal
business hours to the Property and all records pertaining to the Property or the
Business. Buyer, however, shall not be entitled access to any materials
containing information in respect of any items excluded from the definition of
Intangible Property under Section 1.1.4. Buyer expressly acknowledges that
nothing in this Section 8.1 is intended to give rise to any contingency to
Buyer's obligations to proceed with the transactions contemplated herein.

     8.2 Operation of Seller's Business Pending Closing. Unless Buyer otherwise
consents, during the period prior to the Closing Date, Seller shall use
commercially reasonable efforts to operate the Business as currently operated
and only in the ordinary course and, consistent with such operation, shall use
commercially reasonable efforts to preserve intact the Business and its
relationships with employees and persons having dealings with it; provided,
however, that Seller shall not be responsible for, and enters into no covenants
in respect of, any consequences resulting solely from announcement of the
transactions set forth herein (including any termination by Seller's employees
of employment with Seller or the loss of any customer relationship with respect
to the Business resulting from such announcement).

     8.3 Bankruptcy Court Approvals.

           8.3.1 Reserved.

<PAGE>

           8.3.2 Bankruptcy Court's Approval of Sale. Prior to the Execution
Date, Seller shall have filed a motion (the "Sale Motion") with the Bankruptcy
Court requesting entry of an order, the form of which Buyer and Seller shall
work in good faith to finalize by November 22, 2002 and which shall be in form
and substance reasonably acceptable to Buyer (in the form entered by the
Bankruptcy Court, the "Approval Order"), which (i) approves the sale of the
Property to a buyer on the terms and conditions substantially similar to those
contained in the Form APA attached to the Sale Motion, (ii) includes a specific
finding that any buyer is a good faith purchaser of the Property and is entitled
to the protection afforded by Section 363(m) of the Bankruptcy Code, (iii)
states that the sale of the Property to any buyer shall be free and clear of all
liens, claims, interests and encumbrances whatsoever (except as expressly
provided or agreed in any subsequent agreement), and (iv) approves Seller's
assumption and assignment to Buyer of the pre-petition Real Property Leases and
the Other Leases and Contracts (collectively, the "Section 365 Contracts")
pursuant to Section 365 of the Bankruptcy Code and, subject to and in accordance
with Section 2.5, orders Seller to pay the Cure Costs, subject to Buyers
reimbursing Seller for Buyer's Cure Payment in accordance with Section 2.5, to
the other parties to the Section 365 Contracts as a condition to such assumption
and assignment. Buyer shall not have the right to terminate this Agreement
because of Seller's inability to assume and assign a Section 365 Contract other
than those listed on Exhibit "A-1". Following the filing of the Sale Motion,
Seller shall use its best efforts to obtain entry of the Approval Order. Both
Buyer's and Seller's obligations to consummate the transactions contemplated in
this Agreement and which Buyer and Seller may hereafter enter into shall be
conditioned upon the Bankruptcy Court's entry of the Approval Order as set forth
in Sections 4.1.4 and 4.2.4.

     8.4 Further Actions. Buyer and Seller each agree to use all commercially
reasonable efforts to take all actions and to do all things necessary, proper or
advisable to consummate the transactions contemplated hereby by the expected
Closing Date. From the Execution Date through the date of the Sale Hearing,
Seller shall not initiate discussions with third parties regarding the sale of
the Property or the Business.

     8.5 Acquisition of Certain Collateralized Property. On the Closing Date,
Buyer shall acquire the property listed on Exhibits "A-4", "F-1", "F-2" and
"F-3" hereto on the terms agreed to by Buyer, on the one hand, and by each of
the Noteholders, GEPF, GECC and MARAD, on the other hand, with respect to such
property and acquiring such property subject to any liens, claims or
encumbrances of the Noteholders, GEPF, GECC and MARAD thereon.

     8.6 HSR Act. By no later than November 25, 2002, Buyer and Seller shall
make all applicable filings with the Federal Trade Commission and the Department
of Justice required under the HSR Act and shall request early termination of the
applicable waiting period. If the Approval Order is not entered by the
Bankruptcy Court due to no fault of Buyer, then Seller shall reimburse Buyer for
the filing fee paid by Buyer for such filing under the HSR Act.

     8.7 Foreign Trade Zone Agreement. Seller agrees to use all commercially
reasonable efforts to maintain its rights and privileges under the Seller's
Foreign Trade Zone Agreement until the Closing Date, and if required by Buyer,
Buyer and Seller shall enter into a Conditional Use Agreement substantially in
the form attached hereto as Exhibit "Q" (the "Conditional Use Agreement").
Seller shall cooperate with Buyer for Buyer to obtain its own Foreign Trade Zone

<PAGE>

Agreement on substantially the same terms and conditions as those contained in
the Seller's Foreign Trade Zone Agreement.

     8.8 Finesse Software. Seller shall undertake best efforts (which shall not
include the payment of any monetary amounts to licensor) to obtain for Buyer a
license to use the Finesse software on commercially reasonable terms for a
period of no less than 60 days after the Closing Date (the "Finesse License").

     8.9 Consents. Seller and Buyer shall work in good faith to obtain all of
the consents required by the second sentence of Section 3.3.1 on or before the
date of the Approval Hearing.

9. Post Closing Covenants.

     9.1 Post-Closing Maintenance of and Access to Information. Without limiting
Seller's rights under Section 11.2 with respect to the Case, Buyer and Seller
will each comply with the following provisions:

           (a) The parties acknowledge that after Closing, Seller or Buyer or
     their respective successors may need access to information or documents in
     the control or possession of the other party for the purposes of concluding
     the transactions herein contemplated, preparing or filing tax returns or
     responding to audits, Expired Contracts and to satisfy other legal
     requirements, and to prosecute or defend third party claims.

           (b) Neither party shall dispose of or destroy any of the records and
     files of the Business prior to the fourth anniversary of the Closing Date.
     If a party wishes to dispose of or destroy such records and files after
     that time, it shall first give sixty (60) days' prior written notice to the
     other party, and the other party shall have the right, at its option and
     expense, upon prior written notice to the party holding the records and
     files within such sixty-day period, to make copies of the records and files
     within ninety (90) days after the date of the notice from other party.

           (c) Each party shall cooperate fully in connection with, and make
     available for inspection and copying by, the other party, its successors,
     and their respective employees, agents, counsel and accountants and/or
     governmental authorities, upon written request, such books, records
     documents and other information to the extent reasonably necessary to
     facilitate the purposes set forth in subsection (a) above and for other
     legitimate corporate purposes. In addition, each party shall cooperate
     with, and shall permit and use its best efforts to cause, its former and
     present directors, officers and employees to cooperate with the other party
     on and after Closing in furnishing information, evidence, testimony and
     other assistance in connection with any action, proceeding, arrangement or
     dispute of any nature with respect to the Business or the Property and
     pertaining to periods prior to the Closing Date.

           (d) Seller shall be entitled to retain any records that relate to
     events or periods prior to Closing for purposes of pending litigation
     involving matters to which such records refer; provided, however, that
     Seller shall, on or prior to the Closing, provide copies thereof to Buyer.

<PAGE>

     9.2 WARN Act and Employment Matters.

           9.2.1 Offer of Employment. Seller has requested that Buyer give
consideration to offering employment to substantially all employees who are in
the active employment of the Seller with respect to the Business on the Closing
Date, other than those identified by Buyer in writing to Seller prior to the
Auction. Buyer anticipates that to operate its business it will require
experienced employees at similar staffing levels to those employed in connection
with the Business as of November 1, 2002. Seller agrees to provide, through the
Closing Date, Buyer with full access to all employees who are in the active
employment of Seller in connection with the Business as of the Execution Date,
including but not limited to facilitating interviews of such employees. Further,
Buyer shall have the right to conduct customary employee background checks prior
to offering employment to any such employee. Pending such interviews, background
checks and other relevant considerations, Buyer expects that it may offer
employment to substantially all employees who are in the active employment of
Seller in connection with the Business as of November 1, 2002. With respect to
such former employees of Seller hired by Buyer, Buyer shall employ such
employees on substantially the same terms and conditions as they were employed
by Seller or on other terms agreeable to the parties, including, without
limitation, with respect to rates of compensation, seniority, tenure, accrued
sick leave, and previous service credit recognized by Seller for purposes of
vacation and other benefits (whether or not accrued on the financial statements
of Seller).

           9.2.2 WARN Act--Seller. Seller shall be responsible for and shall pay
any and all liabilities or obligations arising under the WARN Act, if any,
arising out of or resulting from layoffs of employees or any termination of
their employment in the Business which occurs on or prior to the Closing Date.
Seller agrees to indemnify, and hold Buyer and its successors harmless from or
against, any and all claims, losses, damages, expenses, obligations and
liabilities (including costs of collection, attorney's fees and other costs of
defense) which Buyer may incur in connection with any suit or claim of violation
brought against Buyer under the WARN Act or any similar state or foreign law,
which relates to transactions effected on or prior to the Closing Date.

           9.2.3 WARN Act--Buyer. Buyer shall be responsible for and shall pay
any and all liabilities or obligations arising under the WARN Act, if any,
arising out of or resulting from layoffs of employees or any termination of
their employment in the Business which occurs after the Closing Date. Buyer
agrees to indemnify, and hold Seller and its successors harmless from or
against, any and all claims, losses, damages, expenses, obligations and
liabilities (including costs of collection, attorney's fees and other costs of
defense) which Seller may incur in connection with any suit or claim of
violation brought against Seller under the WARN Act or any similar state or
foreign law, which relates to transactions effected after to the Closing Date.

     9.3 Reserved.

     9.4 Transition Services Agreement. On or prior to the Closing Date, Buyer
and Seller shall, if required by Buyer, enter into a transition services
agreement substantially in the form attached thereto as Exhibit "R" (the
"Transition Services Agreement") to, among other things, (a) permit Buyer to
utilize, at market rates for a period not to exceed ninety (90) days after the
Closing Date, any facilities and/or personal property of Seller included in the
Property in order to

<PAGE>

facilitate an orderly transition of customer work; and (b) require Buyer to
complete, at agreed upon market rates, any of Seller's customer contracts,
purchase orders and other obligations not assumed by Buyer.

     9.5 Continuation of Health Plans by Seller after the Closing. Seller shall
maintain, keep in good standing (including, without limitation, make all
required regulatory filings), and not terminate each of the plans, programs,
policies, and arrangements currently maintained by Seller that provide for
medical, dental, vision, and cancer and specified disease protection
(collectively, the "Seller Health Plans") until the earlier of (i) the date that
is 60 days after the Closing Date and (ii) written notification from Buyer that
Buyer has established health plans providing coverage for the individuals hired
by Buyer as contemplated in Section 9.2.1 (the "Buyer Health Plans"). During
such period, Seller shall make available under the Seller Health Plans
continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended ("COBRA"), to the employees employed by Seller on the
Closing Date who are offered and accept employment with Buyer (the "Covered
Employees") (and their "qualified beneficiaries," as such term is defined by
COBRA) and to the "M&A qualified beneficiaries" (as such term is defined in
Treasury Regulation (S) 54.4980B-9 Q&A-4(a)) with respect to Buyer's purchase of
the Property from Seller. While Seller maintains Seller Health Plans, Buyer
shall not have any obligation to collect or pay to Seller the COBRA premium
payments of the Covered Employees (and their qualified beneficiaries) or the M&A
qualified beneficiaries; provided, however, Buyer shall reimburse Seller for the
difference between (i) the COBRA medical plan premiums owed Seller by Covered
Employees (and their qualified beneficiaries) and M&A qualified beneficiaries
and (ii) Seller's payments (after the applicable deductibles, co-payments, and
stop-loss insurance proceeds paid or payable with respect to claims incurred
have been applied) of the medical plan claims incurred by the Covered Employees
and M&A qualified beneficiaries under Seller's medical plan after the Closing
Date. Seller shall retain all responsibility and liability for and shall satisfy
all claims incurred under the Seller Health Plans on or prior to Closing Date.
Buyer shall not have any responsibilities, obligations or liabilities for the
Seller Health Plans, other than to reimburse Seller's payments of the COBRA
medical plan claims incurred for the Covered Employees (and their qualified
beneficiaries) and the M&A qualified beneficiaries after the Closing Date to the
extent provided in this Section 9.5. For purposes of this Section 9.5, the term
"claims incurred" means that the medical services giving rise to such medical
plan claims have actually been performed. Seller will not take any action
without the prior written consent of Buyer that would result in the termination
of the Seller Health Plans or otherwise result in Seller being unable to provide
COBRA continuation coverage to the Covered Employees (and their qualified
beneficiaries) and the M&A qualified beneficiaries in accordance with this
Section 9.5. Beginning as of the date on which the Buyer establishes the Buyer
Health Plans, Buyer agrees, notwithstanding the fact that the Buyer is not a
"successor employer" (as such term is defined in Treasury Regulation (S)
54.4980B-9 Q&A-8(c) and (S) 54.4980B-2 Q&A-2), to make available under the Buyer
Health Plans COBRA continuation coverage to the M&A Qualified Beneficiaries for
the remainder of the duration of their respective COBRA continuation periods
(according to the rules in Treasury Regulation (S)(S) 54.4980B-7), provided
that the Buyer Health Plans are not earlier terminated. Seller will notify Buyer
at least thirty (30) days prior to termination of Seller Health Plans and will
provide to Buyer a list of the names and addresses of any M&A qualified
beneficiaries then receiving COBRA benefits under Seller Health Plans.

<PAGE>

10. Reserved.

11. Miscellaneous.

     11.1 Attorneys' Fees. In the event that either party hereto brings an
action or other proceeding to enforce or interpret the terms and provisions of
this Agreement, the prevailing party in that action or proceeding shall be
entitled to have and recover from the non-prevailing party all such fees, costs
and expenses (including, without limitation, all court costs and reasonable
attorneys' fees) as the prevailing party may suffer or incur in the pursuit or
defense of such action or proceeding.

     11.2 Reasonable Access to Records and Certain Personnel. So long as the
Case is pending, (i) Buyer shall permit Seller's counsel and other professionals
employed in the Case reasonable access to the financial and other books and
records relating to the Property or the Business (whether in documentary or data
form) for the purpose of the continuing administration of the Case (including,
without limitation, the pursuit of any avoidance, preference or similar action),
which access shall include (a) the right of such professionals to copy, at
Seller's expense, such documents and records as they may request in furtherance
of the purposes described above, and (b) Buyer's copying and delivering to
Seller or its professionals such documents or records as they may request, but
only to the extent Seller or its professionals furnishes Buyer with reasonably
detailed written descriptions of the materials to be so copied and Seller
reimburses Buyer for the reasonable costs and expenses thereof, and (ii) Buyer
shall provide Seller and such professionals (at no cost to Seller) with
reasonable access to various personnel to whom Seller will need continued access
post-closing during regular business hours to assist Seller in the continuing
administration of the Case, provided that such access does not unreasonably
interfere with Buyer's business operations.

     11.3 Notices. Unless otherwise provided herein, any notice, tender, or
delivery to be given hereunder by either party to the other may be effected by
personal delivery in writing, or by registered or certified mail, postage
prepaid, return receipt requested, and shall be deemed communicated as of the
date of mailing. Mailed notices shall be addressed as set forth below, but each
party may change its address by written notice in accordance with this
paragraph.

          To Seller:           Friede Goldman Halter, Inc.
                               13085 Seaway Road
                               Gulfport, Mississippi 39503
                               Phone: 228-897-4800
                               Fax: 228-897-4803
                               Attn: Chief Executive Officer

          With a copy to:      Andrews & Kurth L.L.P.
                               600 Travis, Suite 4200
                               Houston, Texas 77002-3090
                               Phone: 713-220-4528
                               Fax: 713-238-7246
                               Attn: Douglas G. Walter

<PAGE>

                               and

                               Houlihan Lokey Howard & Zukin
                               3475 Piedmont Road, Suite 950
                               Atlanta, Georgia 30305
                               Phone: 404-495-7000
                               Fax: 404-495-9545
                               Attn: James D. Decker

                               and

                               Glass & Associates
                               8350 North Central Expressway
                               Suite 1150
                               Dallas, Texas 75206
                               Phone: 214-265-2007
                               Fax: 214-696-4695
                               Attn: Jack R. Stone, Jr.

                               and

                               Heller, Draper, Hayden, Patrick & Horn, LLC
                               650 Poydras Street, Suite 2500
                               New Orleans, Louisiana 70130-6103
                               Phone: 504-299-3333
                               Fax: 504-522-0949
                               Attn: Douglas Draper

          To Buyer:            ACON Offshore Partners, L.P.
                               c/o ACON Investments, LLC
                               1133 Connecticut Avenue, N.W.
                               Washington, D.C. 20036
                               Phone: 202-454-1113
                               Fax: 202-454-1101
                               Attn: Jonathan Ginns

          With a copy to:      Hogan & Hartson LLP
                               555 13/th/ Street, N.W.
                               Washington, DC  20004-1109
                               Phone: 202-637-5600
                               Fax: 202-637-5910
                               Attn: Edward C. Dolan

     11.4 Entire Agreement. This instrument and the documents to be executed
pursuant hereto contain the entire agreement between the parties relating to the
sale of the Property. Any oral representations or modifications concerning this
Agreement or any such other document

<PAGE>

shall be of no force and effect excepting a subsequent modification in writing,
signed by the party to be charged.

     11.5  Modification. This Agreement may be modified, amended or supplemented
only by a written instrument duly executed by all the parties hereto.

     11.6  Closing Date. All actions to be taken on the Closing pursuant to this
Agreement shall be deemed to have occurred simultaneously, and no act, document
or transaction shall be deemed to have been taken, delivered or effected until
all such actions, documents and transactions have been taken, delivered or
effected.

     11.7  Severability. Should any term, provision or paragraph of this
Agreement be determined to be illegal or void or of no force and effect, the
balance of the Agreement shall survive and be enforceable as if such illegal,
void or otherwise ineffective term, provision or paragraph shall not have been
contained herein.

     11.8  Captions. All captions and headings contained in this Agreement are
for convenience of reference only and shall not be construed to limit or extend
the terms or conditions of this Agreement.

     11.9  Further Assurances. Each party hereto will execute, acknowledge and
deliver any further assurance, documents and instruments reasonably requested by
any other party hereto for the purpose of giving effect to the transactions
contemplated herein or the intentions of the parties with respect thereto.

     11.10 Waiver. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver; provided,
however, that the consent of a party to the Closing shall constitute a waiver by
such party of any conditions to Closing not satisfied as of the Closing Date.

     11.11 Brokerage Obligations. Seller is represented by Houlihan, Lokey,
Howard & Zukin ("HLHZ") as its exclusive sale agent with respect to the
transactions contemplated herein pursuant that certain order entered by the
Bankruptcy Court on October 30, 2001, and HLHZ's commission, fees and expenses
are to be paid by Seller in accordance with the terms and provisions of such
order. Seller and Buyer each represent and warrant to the other that, except for
HLHZ, such party has incurred no liability to any broker or agent (including,
without limitation, any real estate broker or agent) with respect to the payment
of any commission regarding the consummation of the transaction contemplated
hereby. Except for any claims of HLHZ (which are to be handled and satisfied by
Seller in accordance with the above referenced order), it is agreed that if any
claims for commissions, fees or other compensation, including, without
limitation, brokerage fees, finder's fees, or commissions are ever asserted
against Buyer or Seller in connection with this transaction, all such claims
shall be handled and paid by the party whose actions form the basis of such
claim and such party shall indemnify, defend (with counsel reasonably
satisfactory to the party entitled to indemnification), protect, and save and

<PAGE>

hold the other harmless from and against any and all such claims or demands
asserted by any person, firm or corporation in connection with the transaction
contemplated hereby.

     11.12 Payment of Fees and Expenses. Each party to this Agreement shall be
responsible for, and shall pay, all of its own fees and expenses, including
those of its counsel, incurred in the negotiation, preparation and consummation
of the Agreement and the transaction described herein.

     11.13 Survival. Except for the covenants and agreements that are expressly
provided to be performed after the Closing Date, none of the respective
representations, warranties, covenants and agreements of Seller and Buyer
herein, or in any certificates or other documents delivered prior to or at the
Closing, shall survive the Closing.

     11.14 Assignments. This Agreement shall not be assigned by either party
hereto without the prior written consent of the other party hereto; provided,
however, that Seller shall be permitted to assign its rights, but not its
obligations, hereunder to a reorganized entity or to any entity appointed or
designated as a liquidation trustee pursuant to a confirmed Chapter 11 plan and,
provided further that Buyer shall be permitted to assign all or any portion of
its rights and obligations to one or more affiliates of Buyer upon execution of
the Guarantee.

     11.15 Binding Effect. Subject to the provisions of Section 11.14 above,
this Agreement shall bind and inure to the benefit of the respective heirs,
personal representatives, successors, and assigns of the parties hereto.

     11.16 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

     11.17 Good Faith. All parties hereto agree to do all acts and execute all
documents required to carry out the terms of this Agreement and to act in good
faith with respect to the terms and conditions contained herein before and after
Closing.

     11.18 Construction. In the interpretation and construction of this
Agreement, the parties acknowledge that the terms hereof reflect extensive
negotiations between the parties and that this Agreement shall not be deemed,
for the purpose of construction and interpretation, drafted by either party
hereto.

     11.19 Counterparts. This Agreement may be signed in counterparts. The
parties further agree that this Agreement may be executed by the exchange of
facsimile signature pages.

     11.20 Time is of the Essence. Time is of the essence in this Agreement, and
all of the terms, covenants and conditions hereof.

     11.21 Tax Effect. None of the parties (nor such parties' counsel or
accountants) has made or is making in this Agreement any representation to any
other party (or such party's counsel or accountants) concerning any of the tax
effects or consequences on the other party of the transactions provided for in
this Agreement. Each party represents that it has obtained, or may obtain,
independent tax advice with respect thereto and upon which it, if so obtained,
has solely relied.

<PAGE>

     11.22 Employee Withholding. The parties agree that, pursuant to the
"Alternative Procedure" provided in Section 5 of Revenue Procedure 96-60, 1996-2
C.B. 399, with respect to filing and furnishing IRS Forms W-2, W-3, and 941, (a)
Seller shall report on a "predecessor-successor" basis, as set forth therein,
(b) Seller shall be relieved from furnishing Forms W-2 to any of the employees
of Seller who become employees of Buyer, and (c) Buyer shall assume the
obligations of Seller to furnish such Forms W-2 to such employees for the year
in which the Closing occurs.

     11.23 Bankruptcy Court Jurisdiction. BUYER AND SELLER AGREE THAT THE
BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER
MATTERS RELATING TO (i) THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
ANY OTHER TRANSACTION DOCUMENT EXECUTED PURSUANT HERETO; AND/OR (ii) THE
PROPERTY AND/OR ASSUMED LIABILITIES, AND BUYER EXPRESSLY CONSENTS TO AND AGREES
NOT TO CONTEST SUCH EXCLUSIVE JURISDICTION.

     11.24 Waiver of Trade Practices Act.

           (a) IT IS THE INTENTION OF THE PARTIES THAT BUYER'S RIGHTS AND
     REMEDIES WITH RESPECT TO THIS TRANSACTION AND WITH RESPECT TO ALL ACTS OR
     PRACTICES OF SELLER, PAST, PRESENT OR FUTURE, IN CONNECTION WITH THIS
     TRANSACTION SHALL BE GOVERNED BY LEGAL PRINCIPLES OTHER THAN THE DECEPTIVE
     TRADE PRACTICES ACT ("DTPA"). AS SUCH, BUYER HEREBY WAIVES THE
     APPLICABILITY OF THE DTPA TO THIS TRANSACTION AND ANY AND ALL DUTIES,
     RIGHTS OR REMEDIES THAT MIGHT BE IMPOSED BY THE DTPA, WHETHER SUCH DUTIES,
     RIGHTS AND REMEDIES ARE APPLIED DIRECTLY BY THE DTPA ITSELF OR INDIRECTLY
     IN CONNECTION WITH OTHER STATUTES; PROVIDED, HOWEVER, BUYER DOES NOT
     WAIVE (S)17.555 OF THE DTPA. BUYER ACKNOWLEDGES, REPRESENTS AND WARRANTS
     THAT IT IS PURCHASING THE GOODS AND/OR SERVICES COVERED BY THIS AGREEMENT
     FOR COMMERCIAL OR BUSINESS USE; THAT IT HAS ASSETS OF $5 MILLION OR MORE
     ACCORDING TO ITS MOST RECENT FINANCIAL STATEMENT PREPARED IN ACCORDANCE
     WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; THAT IT HAS KNOWLEDGE AND
     EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE
     MERITS AND RISKS OF A TRANSACTION SUCH AS THIS; AND THAT IT IS NOT IN A
     SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH SELLER.

           (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER HEREBY WAIVES ALL
     PROVISIONS OF THE DTPA OTHER THAN (S) 17.555 OF THE DTPA.

           (c) BUYER EXPRESSLY RECOGNIZES THAT THE PRICE FOR WHICH SELLER HAS
     AGREED TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT HAS BEEN PREDICATED
     UPON THE INAPPLICABILITY OF THE DTPA AND THIS WAIVER OF THE DTPA. BUYER
     FURTHER RECOGNIZES

<PAGE>

     THAT SELLER, IN DETERMINING TO PROCEED WITH THE ENTERING INTO OF THIS
     AGREEMENT, HAS EXPRESSLY RELIED ON THIS WAIVER AND THE INAPPLICABILITY OF
     THE DTPA.

    [remainder of this page intentionally left blank; signature page follows]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase
Agreement as of the day and year first above written.

                          Buyer:

                                ACON OFFSHORE PARTNERS, L.P.

                                By:  ACON Offshore, LLC, its general partner

                                By:            /s/  Jonathan Ginns
                                    --------------------------------------------
                                Name:          Jonathan Ginns
                                      ------------------------------------------
                                Title:         President
                                       -----------------------------------------

                          Seller:

                                FRIEDE GOLDMAN HALTER, INC.

                                By:            /s/  Chris Cunningham
                                    --------------------------------------------
                                Name:  Chris Cunningham
                                Title: Senior Vice President

                                FRIEDE GOLDMAN OFFSHORE, INC.

                                By:            /s/  Chris Cunningham
                                    --------------------------------------------
                                Name:  Chris Cunningham
                                Title: Senior Vice President

                                FRIEDE GOLDMAN OFFSHORE TEXAS,
                                LIMITED PARTNERSHIP

                                By: Maritime Holdings, Inc., its general partner

                                By:            /s/  Chris Cunningham
                                    --------------------------------------------
                                Name:  Chris Cunningham
                                Title: Senior Vice President

<PAGE>

                                TDI-ORANGE, LIMITED PARTNERSHIP

                                By: Maritime Holdings, Inc., its general partner

                                By:          /s/ Chris Cunningham
                                    --------------------------------------
                                Name:  Chris Cunningham
                                Title: Senior Vice President