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                                                                   EXHIBIT 10.12




                                PIPELAY SERVICES
                                 CONTRACT # 9C


                                     UNOCAL
                                       &
                                  TORCH, INC.


                      January 1, 2001 - December 31, 2001




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                                 W A R N I N G
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THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND IS TO BE VIEWED
FOR BUSINESS PURPOSES BY UNOCAL EMPLOYEES. IF YOU ARE A NON-EMPLOYEE, OR YOU
KNOW ANY NON-EMPLOYEE WHO HAS ACCESS TO THIS INFORMATION, PLEASE NOTIFY THE
CONTRACTS ADMINISTRATOR IMMEDIATELY.

THIS INFORMATION MAY NOT BE REPRODUCED FOR DISTRIBUTION AND IS NOT TO BE
DISCLOSED BY ANY METHOD OR MANNER TO THIRD PARTIES OR NON-EMPLOYEES.

ANY EMPLOYEE FOUND TO HAVE VIOLATED THIS WARNING WILL BE SUBJECT TO DISCIPLINARY
ACTION, UP TO AND INCLUDING TERMINATION.
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CONTENTS

o  Form of Contract                                      Pages 3-6

o  Contract Acceptance/Signature                         Page 7

o  Attachment 1
   Torch Rate Sheet

o  Attachment 2
   Invoicing & Payment

o  Attachment 3
   Reports, Tracking, Performance, Contracts & Addresses

o  Attachment 4
   HES Loss Control

Pipelay Services Contract
Unocal/Torch
January 1, 2000 - December 31, 2001

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                           GOM SHELF PIPELAY SERVICES
                                  CONTRACT # 9B

    This Contract is made by and between UNION OIL COMPANY OF CALIFORNIA d.b.a.
    Unocal ("UNOCAL") with offices at 4021-4023 Ambassador Caffrey Parkway,
    Lafayette, Louisiana 70596-9200 and Torch, Inc. ("TORCH") with offices at
    401 Whitney Avenue, Suite 400, Gretna, Louisiana 70056. UNOCAL and TORCH
    agree as follows:

1.  CONTRACT DESCRIPTION

    UNOCAL promises to pay for and TORCH promises to provide Pipelay Services at
    the agreed contract pricing, per the contract terms and conditions.

2.  CONTRACT TERM

    The contract is effective as of January 1, 2001 and will expire on December
    31, 2001. The contract may be extended annually for one year terms by mutual
    agreement of both parties. If extended the contract terms and conditions
    will be those of the primary term.

3.  SCOPE

    The contract covers Pipelay Services for UNOCAL's Spirit Energy 76 Gulf of
    Mexico operations for pipelay burial and riser installation projects in the
    Gulf of Mexico "Shelf" in water depths ranging from 10 feet to 200 feet.

    Additional areas for consideration include Pipeline Repair; Dive Boat
    Support; Diving Services, and Pipelay Operations beyond 200 feet.

4.  INTENT

    The intent of this contract is TORCH shall supply approximately 80% of
    UNOCAL's Spirit Energy 76 Gulf of Mexico Operations Pipelay Services as
    defined in Section 3 above. UNOCAL will contact TORCH to supply these
    services at the contract prices. It is also the intent to involve TORCH in
    the early planning stages of pipelay projects to assist in the design,
    engineering, and scheduling of projects.

    Further, TORCH is to provide the necessary vessels & services at the
    contract prices to meet UNOCAL's construction requirements, to maintain
    adequate supplies required to operate their equipment, to properly maintain
    equipment to prevent delays, and to provide technical service & various
    reports as necessary to complete projects.

5.  PIPELAY PROJECT DEFINITIONS

    The following definitions are listed for the purpose of contract
    clarification.

    Target Price- The price set during pre-project planning as the cost to
    complete the project. All costs, profits and a factor to cover contingencies
    are included in this number. Cost associated with potential weather delays
    are not included. This will be used in calculating the amount of risk to be
    shared.

    Contingency- The factor added to the Target Price to cover unforeseen costs
    due to mechanical maintenance or breakdowns, difficult soil conditions, or
    other conditions causing delays or added expense. Weather related expenses
    are not included in this amount.

    RRSP- A reference number calculated by subtracting the amount included in
    the Target Price for contingency from the Target Price. This will be used in
    calculating the amount of reward to be shared.

    Project Price- The actual amount of money charged to complete the project
    inclusive of all costs and profits.


Pipelay Services Contract
Unocal/Torch
January 1, 2001 - December 31, 2001

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    Weather Related Delay- The amount billed to cover TORCH's costs for
    non-productive periods of time due to weather. Costs will be incurred
    depending upon the status of the men and equipment. There will be three
    status conditions and a rate sheet covering each is included in Attachment
    1.

    o Full crew on board vessel not working.

    o Skeleton crew on board vessel not working.

    o Vessel tied up at dock.

    Cost- The billing rate less all profit.

6.  EXCLUSIONS

    UNOCAL retains the right to acquire services from another supplier for any
    service considered critical and not immediately available from TORCH. In
    such cases, work performed by other pipelay service companies shall be
    treated as though TORCH performed the work when measuring performance toward
    meeting UNOCAL business share commitments described in Section 4 of this
    contract.

    UNOCAL does not guarantee any estimated dollar purchase of products or
    services in whole or part. TORCH will be the first call for projects meeting
    the scope of work defined herein.

7.  PRICING

    Prices for pipelay vessels & services will be those submitted by TORCH and
    listed in Attachment 1 of this contract. The pricing identified in
    Attachment 1 shall remain firm for the contract duration.

    Risk & Reward Projects:

    When mutually agreeable a risk and reward program will be developed for
    projects. The specifics will be defined for each project prior to beginning
    work. If a risk and reward program is not established between the parties,
    then the project will be billed as Time & Materials using the rate schedule
    listed in Attachment 1 or based upon on a mutually agreed lump sum price.
    When a risk and reward program is developed the following guidelines will be
    utilized.

    When a scope of work is defined two different dollar reference points will
    be established as follows:

         (i)      Target Price Will be developed using the rate sheets in
                  Attachment 1 and the time estimates for models, previous
                  projects and/or any benchmark mutually agreed between the
                  parties. The price will include a factor for contingencies.
                  Weather related delay costs will not be included in this
                  number.

         (ii)     RRSP Will be determined by subtracting the contingencies (i)
                  from the Target Price. For projects completed at a cost higher
                  than the Target Price, the cost overrun will be shared equally
                  between both parties. TORCH's share of the overrun cost will
                  be capped. The amount of the cap will be defined in the Work
                  Order. For projects that are completed for less than the RRSP,
                  a bonus will be paid to TORCH equal to one-half (50%) the
                  amount of the actual project price less than the determined
                  RRSP. All costs attributed to weather related delays shall be
                  subtracted from the project price when the risk/reward
                  calculations are determined.

    Projects with a risk and reward program will be handled as a fixed profit
    contract. The portion of the Target Price attributed to profit will be
    identified and paid in proportion to project completion. Invoices will be
    presented at the end of a project or once per month (whichever is shorter)
    for the actual costs incurred inclusive of the earned profits portion.


Pipelay Services Contract
Unocal/Torch
January 1, 2001 - December 31, 2001

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    Third Party Billing:

    Third party purchases paid by UNOCAL shall be billed the actual invoiced
    price to TORCH plus a 10% markup. Should third party buyouts exceed $10,000
    for any given project, only a 5% markup will be charged in excess of
    $10,000. TORCH may order goods through UNOCAL's existing commercial
    contracts for UNOCAL projects and have the vendor bill UNOCAL direct. Boat
    charters are excluded from any markup or dollar limit. UNOCAL will however
    pay the actual cost for boat charters plus a "broker commission" of $50 per
    day.

    Transportation Billing:

    TORCH may invoice for construction crew transportation costs on short
    duration projects of 4 day or less in cases when it is cost effective for
    the crew to be removed prior to mobilization or demobilization. In such
    cases TORCH shall invoice UNOCAL 75% of the actual transportation cost. In
    such cases, TORCH may invoice UNOCAL 100% of the transportation cost for
    construction material supply boats even when construction crews are
    transported. TORCH is responsible for all crew transportation cost (per
    draft) should the project exceed 4 days.

    The UNOCAL Logistics Group shall be given the first right of refusal to
    provide boat transportation for crew or supply boat charters. The UNOCAL
    contact number is (337) 295-6532. Further, UNOCAL boat suppliers shall be
    given 1st call consideration when TORCH bids supply boat charters for any
    UNOCAL projects. If a UNOCAL boat supplier is selected, TORCH agrees to
    contract directly with the supplier.

    Hurricane Billing Guidelines:

    Depending on the course of action required to protect crews and equipment
    all billable rates are to be in accordance with the rate sheet included in
    Attachment 1. For named storms threatening work in the GOM 75% of the third
    party services cost (including tugs for lowing) will be billed at cost to
    UNOCAL and TORCH agrees to pay the remaining 25% of charges. Tugs may be
    held for the duration of the storm to facilitate return to the work site. In
    most circumstances the crews shall remain with the laybarge. However, when
    necessary TORCH may invoice UNOCAL for the actual cost of any transportation
    required to safely demobilize and return crews to the Dulac, Louisiana
    shorebase facility. The company representative shall determine when it is
    necessary to demobilize and remobilization for storm threats.

    Fabrication Shop Rates:

    Shop rates for fabrication work shall be billed @ $38.00/hr. and includes
    payment of all crafts, supervisors, welding, welding rods, lifting
    equipment, blasting sand & painting equipment.

8.  ASSIGNMENT OF PROJECTS

    A Work Order will be generated to define specific billable work performed
    under this agreement. All work will be per the Terms and Conditions of the
    Master Services Contract (MSC) executed between UNOCAL and TORCH. The Work
    Order will define the scope of work for the project, the specific start and
    finish dates, the Target Price, and the RRSP. The risk and reward program
    will be detailed to include the maximum amount TORCH will place at risk for
    the project. A project work team will also be identified.

    It is understood that TORCH will commit certain resources to projects based
    upon Spirit Energy's issuance and TORCH's acceptance of a Work Order. Both
    parties are expected to commit to the terms of a Work Order and obligate
    themselves to certain expenses related to the execution of the project.
    Thus, either party may seek reasonable compensation for actual out of pocket
    expenses incurred in the event the other party cancels and/or defaults on
    the terms of a signed Work Order.

         (THE WORK ORDER SHOULD BE SIGNED BY BOTH PARTIES 10 DAYS PRIOR TO START
         OF PROJECT. CONTACT NAMES AND PHONE NUMBERS SHALL BE LISTED IN THE
         PROJECT WORK ORDER.)

9.  F.O.B. POINT

    Project materials are F.O.B., Bayou Pipe, Port of Iberia and TORCH shall
    arrange transportation services. The actual cost for transportation may be
    included in the Project Price. Mobilization and demobilization charges will
    be dependent on equipment location. Normal mob/demob will be from TORCH's
    main facility in Dulac, Louisiana.


Pipelay Services Contract
Unocal/Torch
January 1, 2001 - December 31, 2001

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    Any reduction in costs due to a closer proximity of the previous or
    successive jobs shall reduce the Mobilization/Demobilization costs
    accordingly. Materials and services provided by TORCH are F.O.B. TORCH's
    facility in Dulac, Louisiana.

10. INVOICE & PAYMENT REQUIREMENTS

    Attachment 2 is a listing of the Invoicing & Delivery Ticket Requirements
    applicable per this contract.

11. PERFORMANCE INCENTIVES

    UNOCAL is constantly striving for better reliability, performance and
    enhancement of services. We want to have the most cost effective pipelay
    services in the Gulf of Mexico. It is expected that during the course of
    this agreement, both TORCH and UNOCAL will from time to time put certain
    performance incentives in place on a project by project basis. Section 7
    above details a risk and reward program that will be compensated for cost
    saving performance.

    Cost Saving Ideas

    During the term of the contract either UNOCAL or TORCH may identify ideas
    which could reduce TORCH's operating cost. Communication of such ideas is
    greatly encouraged and it should be agreed in principle between the parties
    that savings resulting from such ideas should be shared in an equitable
    manner between the parties.

12. REPORTS/CONTRACT TRACKING

    Reports are required in Excel format and shall be submitted to the Contracts
    Administrator of UNOCAL's Spirit Energy 76 Operations. Attachment 3 is a
    listing of the Reports, Tracking & Performance Requirements applicable per
    this contract.

13. HES REQUIREMENTS

    Attachment 4 is a listing of the HES Requirements applicable per this
    contract.

14. CHANGE OF OWNERSHIP/TRANSFERABILITY/BANKRUPTCY

    This contract is not assignable in whole or in part, without the prior
    written consent of both parties, and any purported assignment without such
    consent shall be void. In addition, either party shall have the right to
    terminate this contract immediately at any time if the other party becomes
    insolvent, makes an assignment for the benefit of creditors, or has a
    bankruptcy petition filed by or against it.

    Also, in the event of a change of ownership of either party, the other may
    elect at its sole discretion to terminate this contract. A change in
    ownership shall mean a change in the person or persons having the power to
    direct or cause the direction of the management and policies of TORCH,
    whether through the ownership of voting securities or otherwise.

15. CONTRACT PERFORMANCE

    Violation of any contract terms/conditions or unsatisfactory service
    received from TORCH may result in cancellation of this contract. In the
    event of such a violation UNOCAL will issue a written notice outlining the
    problem(s). If TORCH is unable to resolve the problem(s) to UNOCAL's
    satisfaction within thirty (30) days after receipt of such notice, UNOCAL
    may terminate their contract altogether, or remove the location where the
    problem occurred without affecting any volume discounts that may be in force
    in this or other contracts.


Pipelay Services Contract
Unocal/Torch
January 1, 2001 - December 31, 2001

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