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                                                                   EXHIBIT 10.15

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                               OPTION TO PURCHASE
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         BE IT KNOWN, that

         ROBBYE WALDRON, in his capacity as the duly appointed and authorized
         trustee of the Chapter 7 bankruptcy estate of HBH, Inc., Bankruptcy
         Case No. 00-35703-H4-7, pending on the docket of the United States
         Bankruptcy Court for the Southern District of Texas, Houston Division
         (hereinafter referred to as "Seller").

in consideration of the sums more specifically set forth below does hereby grant
to:

         TORCH OFFSHORE, L.L.C., a Delaware limited liability company, whose
         principal place of business is located at 401 Whitney Avenue, Suite
         400, Gretna, Louisiana 70056-2596, represented herein by and through
         its duly authorized officer or its assignee or nominee (hereinafter
         referred to as "Purchaser"),

an exclusive option to purchase the vessel hereinafter described on the
following terms and conditions (the or this "Option"):

                                    ARTICLE 1
                                    PROPERTY

         1.1 Vessel. The vessel subject to this agreement is the pipe lay barge,
BH-400, Official Number 1035377, (the "Vessel") having dimensions of
approximately 260' x 72' x16', together with all cables, engines, machinery,
rigging, anchors, chains, tackle, apparel, furniture, fittings, tools, pumps,
jet pumps, equipment, supplies, 2 Manitowoc cranes, stingers together with spare
parts and other appurtenances and accessories and additions thereto whether or
not located on the Vessel.

                                    ARTICLE 2
                                 PURCHASE PRICE

         2.1 Purchase Price. The purchase price for the Vessel (the "Purchase
Price") shall be the sum of Nine Million Four Hundred Fifty Thousand and 00/100
Dollars (U.S.)($9,450,000.00) in cash or cash equivalent, to be delivered at
Closing by the Purchaser in certified funds or by wire transfer to the account
designated in writing by the Seller.

                                    ARTICLE 3
                              OPTION TERM AND PRICE

         3.1 Option Period. The term of the Option shall be three (3) months,
commencing on the first day of the month immediately following the Effective
Date of this Agreement as defined
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in Article 6 below and continuing thereafter until 5:00 p.m. on the last day of
the third month of the Option Period, unless sooner exercised.

         3.2 Option Price. As consideration for the Option, on the first day of
the month immediately following the Effective Date, Purchaser shall pay Seller
the sum of One Hundred Thousand and 00/100 Dollars ($100,000.00). Purchaser
shall thereafter pay the Seller the sum of $100,000.00 on the first day of each
successive month unless Purchaser shall exercise the Option as provided for
herein or Purchaser shall otherwise terminate the Option. The Purchaser shall
not be in default of this Agreement so long as the Seller receives the monthly
payment on or before the 5th day of each month.

                                    ARTICLE 4
                               EXERCISE OF OPTION

         4.1 Exercise of Option. As long as Purchaser is not in default,
Purchaser may exercise this Option, by giving Seller written notice of the
exercise, signed by a duly authorized representative of Purchaser, before the
time set forth herein for expiration of the Option. In that event, Purchaser
shall not be required to make any further Option payments but shall only be
required to pay to Seller the Purchase Price and Close the purchase as provided
for herein.

         4.2 Acquisition or Termination. If Purchaser exercises the Option
within the Option Period, then a binding agreement to sell, transfer and convey
the Vessels shall exist between the parties. If the Purchaser does not timely
exercise the Option (time being of the essence), the rights of Purchaser to
acquire the Vessel shall automatically and immediately terminate without notice.
The Purchaser, for any or no reason at all, may terminate this Option at any
time after the Effective Date by giving written notice to Seller and in that
event, Purchaser shall have no further obligations to perform hereunder or make
any further payments to Seller. If Purchaser acquires or terminates, Seller
shall retain any and all sums paid as consideration for the Option and be under
no further obligation to return or credit the Purchaser for sums paid for the
Option.

                                    ARTICLE 5
                                     CLOSING

         5.1 Closing. The Closing of the sale of the Vessel shall be performed
on or before thirty (30) calendar days following the exercise of the Option as
provided herein and at the date and time specified by Purchaser. At Closing, the
Seller shall deliver to Purchaser, or its nominee, a Bill of Sale in the
substance and form as that attached hereto and incorporated herein as Exhibit
"A".

         5.2 Warranty. The Vessel shall be sold on an "as is, where is" basis
without warranty of any kind other than Seller represents and warrants that he
shall convey the Vessel to Purchaser free of all liens, claims or encumbrances
pursuant to order of the Bankruptcy Court for the Southern District of Texas and
Seller shall deliver the Vessel to Purchaser afloat in Amelia, Louisiana.




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         5.3 Inspection. At any time prior to exercise of the Option or
termination, Purchaser shall have the right but not the obligation to inspect,
survey and dry dock the Vessel in accordance with standard industry practice, at
its cost. After the exercise of the Option and prior to Closing, Purchaser shall
have the right to inspect and/or survey of the Vessel, at its cost. Seller shall
grant Purchaser and/or its employees, agents and representatives full and
complete access to the Vessel during daylight hours upon request and otherwise
reasonably cooperate with Purchaser in coordinating and scheduling any
inspections or survey.

                                    ARTICLE 6
                            BANKRUPTCY COURT APPROVAL

         6.1 Bankruptcy Court Approval. The Seller shall file an appropriate
motion for authority to enter into the Option and to sell the Vessel to
Purchaser free and clear of all liens, claims and encumbrances with the U.S.
Bankruptcy Court having jurisdiction over the matter entitled In re HBH, Inc.,
Bankruptcy Case No. 00-35703-H4-7. This Agreement shall not be effective or
enforceable by either party until the eleventh (11th) day after the date of
entry of the order by the bankruptcy court approving the motion (the "Effective
Date") and the order is not stayed or appealed. The motion shall be noticed to
all creditors of the estate of HBH, Inc. and to all persons or entities that
have liens, claims and/or encumbrances against the Vessel that are recorded with
the National Vessel Documentation Center.

                                    ARTICLE 7
                                     DEFAULT

         7.1 Purchaser's Default; Sellers' Remedies. In the event Purchaser
exercises the Option, if, through default of Purchaser on its obligations
hereunder, the sale does not timely close, Seller shall have the right to demand
specific performance and the right to the recovery of reasonable attorney's fees
and costs in the event Seller files an action to enforce the terms hereof.
Seller shall not be entitled to any consequential damages.

         7.2 Seller's Default; Purchaser's Remedies. If, through default of
Seller on its obligations hereunder, the sale does not timely close, and
Purchaser is in compliance with the terms of this Agreement, Purchaser shall
have the right to demand specific performance or the return of all sums paid for
the Option as its sole remedy. Purchaser shall not be entitled to any
consequential damages.

                                    ARTICLE 8
                                     NOTICES

         8.1 Any notice required or permitted to be given hereunder shall be in
writing and shall be either (a) sent by certified mail, return receipt
requested, in which case notice shall be deemed delivered three (3) business
days after deposit, postage prepaid in the U.S. Mail, (b) sent by nationally
recognized overnight courier, in which case notice shall be deemed delivered one
(1) business day after deposit with such courier, or (c) sent by telecopy with
original sent by next business day courier (e.g. Federal Express), in which
event notice shall be deemed delivered



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upon receipt of the telecopy. The addresses and telephone numbers set forth
below may be changed by written notice to the other party; provided, however,
that no notice of a change of address shall be effective until actual receipt of
such notice. All notices to the parties shall be delivered to the following
addresses, respectively:



         If to Sellers:             Torch Offshore, L.L.C.
                                    401 Whitney Avenue
                                    Suite 400
                                    Gretna, Louisiana 70056-2596
                                    Attn: Lyle G. Stockstill
                                    Telephone: (504) 367-7030
                                    Fax: (504) 367-7075

         With a copy to:            Kenneth F. Tamplain, Jr.
                                    Adams and Reese, LLP
                                    4500 One Shell Square
                                    New Orleans, LA 70139
                                    Telephone: (504) 585-0329
                                    Fax: (504) 566-0210

         If to Purchaser:           Robbye Waldron, Trustee
                                    15150 Middlebrook Drive
                                    Houston, Texas  77058
                                    Telephone: (281) 488-4438
                                    Fax:  (281) 488-4597

         with a copy to:            David R. Jones
                                    Floyd, Isgur, Rios & Wahrlich, P.C.
                                    700 Louisiana, Suite 4600
                                    Houston, Texas 77002-2732
                                    Telephone: (713) 222-1481
                                    Fax: (713) 222-1475

                                    ARTICLE 9
                                     GENERAL

         9.1      Time of the Essence.  The parties hereto agree that time is of
the essence with respect to all time limitations specified herein.




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         9.2 Entire Agreement; Modifications. This Option comprises the entire
agreement between the parties with respect to the Vessel and merges all previous
understandings of every nature and kind, whether verbal or written. Neither this
Option nor any provisions hereof may be waived, modified, amended, discharged or
terminated except by an instrument in writing signed by the party against which
the enforcement of such waiver, modification, amendment, discharge or
termination is sought, and then only to the extent set forth in such instrument.

         9.3 Applicable Law. This Agreement shall be construed and enforced
under and pursuant to the laws of the State of Texas and the applicable laws of
the United States of America.

         9.4 Parties Bound. The terms and provisions of this Option shall be
binding upon, inure to, extend to and be for the benefit of the heirs,
successors, assigns, and legal representatives of the respective parties hereto.

         9.5 Additional Acts. In addition to the acts and deeds recited herein
and contemplated hereunder to be performed, executed or delivered by Seller or
Purchaser, Seller and Purchaser hereby agree to perform, execute or deliver or
cause to be performed, executed or delivered at the Closing or thereafter, any
and all such further acts, deeds and assurances as Purchaser or Seller, as the
case may be, may reasonably require to evidence and vest in Purchaser the
ownership of and title to the Vessel and consummate the transaction contemplated
hereunder.

         9.6 Attorneys' Fees. In the event that either party shall employ an
attorney or attorneys to enforce any of the provisions hereof or to protect
his/its interests in any manner arising under this Option or to recover damages
for the breach of any portion of this Option the non-prevailing party in any
action pursued agrees to pay to the prevailing party all reasonable costs and
attorneys' fees expended or incurred in connection therewith.

         9.7 Deadlines. In the event that any deadline imposed hereunder shall
fall on a Saturday, Sunday or legal holiday, such deadline shall be extended to
the next business day.

         9.8 Headings. The headings contained in this Option are for references
and convenience purposes only and shall not in any way affect the meaning or
interpretation hereof.

         9.9 Multiple Counterparts. This Option may be executed in a number of
identical counterparts. If so executed, each such counterpart is to be deemed an
original for all purposes, and all such counterparts shall collectively
constitute one agreement.

This Option to Purchase is hereby signed and executed by Purchaser in Gretna,
Louisiana, on this 23rd day of February, 2001.

Witnesses:                                   Torch Offshore, L.L.C.



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/s/ Kenneth Tamplain, Jr.                     By: /s/ Lyle G. Stockstill
                                                  Lyle G. Stockstill
                                                  Chief Executive Officer

/s/ John Chancellor



This Option to Purchase is hereby signed and executed by Seller in Houston,
Texas on this 2nd day of March, 2001.

Witnesses:                                     Purchaser:
                                               ROBBYE WALDRON, TRUSTEE OF THE
                                               HBH, INC.


/s/ Doug R.F.                                   BY: /s/ Robbye Waldron, Trustee
                                                   Robbye Waldron, Trustee

/s/ Elizabeth Winker




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