Exhibit 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED AGREEMENT made as of the 30th day of April, 2004 by and betweenCRAIG S. KIEFER, an
individual residing at 415 Carriage Creek Lane, Friendswood, TX 77546 (the "Executive"),EDGEN CARBON PRODUCTS GROUP,
L.L.C., a Louisiana limited liability company (the "Company"), andEDGEN
CORPORATION, a Nevada corporation ("Parent").

W I T N E S S E T H

WHEREAS,
the Executive serves as the President of the Company, which is a wholly-owned subsidiary of Parent, pursuant to an Employment Agreement, dated April 3, 2002 (the
"Prior Agreement"), by and between the Company and the Executive;

WHEREAS,
Parent and the Company seek to utilize the Executive's knowledge, experience, talents and abilities; Parent and the Company desire to employ the Executive as the President of
the Company, and the Executive desires to be so employed, subject to the terms and conditions set forth herein; and

WHEREAS,
the Executive and the Company wish to amend and restate the Prior Agreement in its entirety in accordance with the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby amend and restate the Prior Agreement as follows:

1.Employment.Subject to the terms and conditions hereinafter set forth, the Company and Parent hereby agree to
employ the Executive, and the Executive hereby agrees to serve as the President of the Company, effective on April 30, 2004. The Executive agrees to perform such services customary to such
office as shall from time to time be assigned to him by the Board of Directors of Parent (the "Board of Directors") and/or by Parent's Chief Executive
Officer, or his designee (collectively the "Chief Executive Officer"). The Executive further agrees to use his best efforts to promote the interests of
the Company and of Parent, and to devote his full business time and entire energies and skill to the business and affairs of the Company and of Parent in accordance with the directions and orders of
the Board of Directors and/or the Chief Executive Officer;provided, however, that it shall not be a violation of this Agreement for the Executive to
serve on corporate, civic, or charitable boards or committees or manage personal investments, as long as such activities do not interfere in any substantial respect with the Executive's
responsibilities hereunder.

2.Term of Employment.The Executive's "Employment Term"
pursuant to this Agreement shall commence on the date hereof (the "Effective Date") and, unless terminated earlier pursuant to Section 4 hereof,
shall terminate upon the first anniversary of the Effective Date; provided, however, that the Employment Term shall automatically be extended on a day-by-day basis (so that the
remaining taint shall always be one (1) year) unless either the Company or the Executive elects not to renew such term by giving written notice (an "Employment
Expiration Notice") thereof;provided, further, however, that if the Executive is terminated pursuant to Section 4 below,
there shall be no automatic daily renewal of the Employment Term. The Employment Term shall terminate on the one (1) year anniversary of the date of receipt of the Employment Expiration Notice
by the Employee or the Employer, as applicable.

3.Compensation and Other Related Matters.



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3.4.Expenses.During the Employment Term, the Executive shall be entitled to receive prompt reimbursement from
the Company of all travel, entertainment and out-of-pocket expenses which are reasonably and necessarily incurred by the Executive in the performance of his duties hereunder;
provided that the Executive properly accounts therefor in accordance with the Company's policies as in effect from time to time and such expenses are approved by the Chief Executive Officer.

4.Termination.



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5.Compensation During Disability and Upon Termination.During a Disability Period (as herein defined) or upon
the termination of the Executive's employment hereunder, the Executive shall be entitled to the following benefits:



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6.Confidentiality.The Executive acknowledges that it is the policy of the Company and Parent to maintain as
secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Executive pursuant to this Agreement are special and
unique, and that by reason of his employment by the Company both before and after the Effective Date, the Executive will acquire, or may have acquired, Confidential Information. The Executive
recognizes that all such Confidential Information is and shall remain the sole property of the Company and Parent, as applicable, free of any rights of the Executive, and acknowledges that the Company
and Parent have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive's employment with the Employer
pursuant to this Agreement, the Executive agrees that at all times from after the Effective Date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than
Parent or any of
its Affiliates (for the purposes of this Employment Agreement, the term "Affiliate(s)" means Parent, its successor(s), any direct or indirect subsidiary of Parent or its successor(s), or any division
of a subsidiary)) any Confidential Information, except as required in the performance of his duties hereunder, without the prior written consent of the Company or Parent, as applicable, except to the
extent that (i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 6, or (ii) any
such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than Parent or any of its Affiliates or advisors; provided that such source
is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Parent, any of its Affiliates or another party. In addition, it shall not be a
breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided that in such case, the Executive shall (a) give the
Company and/or Parent, as applicable, the earliest notice possible that such disclosure is or may be required and (b) cooperate with the Company and/or Parent, as applicable, at the Company's
and/or Parent's expense, as applicable, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The
obligations of the Executive under this Section 6 shall survive any termination of this Agreement. During the Employment Term, the Executive shall exercise all due and diligent precautions to
protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company and/or Parent which embody the
Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is
in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and/or Parent, as applicable, and will not be retained by the Executive or furnished
to any person, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this
Section 6 are reasonably necessary to protect the proprietary rights of the Company and/or Parent in the Confidential Information and their trade secrets, goodwill and reputation.

For
purposes hereof, the term "Confidential Information" means all information heretofore or hereafter developed or used by Parent or any
of its Affiliates relating to the Business (as defined below), and the operations, employees, customers, suppliers and distributors of Parent or any of its Affiliates, including, but not limited to,
customer lists, customer orders, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising
materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included
in or relating to the Business or any of the assets of Parent and/or its Affiliates, and all trademarks, tradenames, copyrights and patents, and applications therefor, all trade secrets, inventions,
processes, procedures, research records, market surveys and marketing know-how and other technical papers of Parent and/or any of its Affiliates, except that notwithstanding anything to
the contrary contained herein, the term Confidential Information shall not include any such information

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that
is publicly known or that becomes publicly known (other than as a result of any action on the part of, or a breach of the provisions of this Section 6, by the Executive).

For
purposes hereof, the term "Business" shall mean the business of (a) distributing and selling industrial steel pipe, including
large OD pipe, heavy wall and X-grade pipe, DSAW,
seamless, continuous weld, ERW pipe and abrasive resistant pipe (mine pipe), and valves, alloy pipe, flanges and fittings, welded fittings and flanges (high yield, stainless, exotic carbon, chrome and
low temp) per ANSI B16.9 and B16.5 (commodity lines and specials, i.e., anchor flanges and swivel ring flanges) forged steel fittings, outlets, pipe nipples, swage nipples, hot induction bends and
Pikotek gaskets/insulation kits, stainless steel and other nickel alloy and hastelloy pipe, valves, fittings and flanges, including all chrome grades, (collectively, the "Products");
(b) providing added value services to such pipe and steel Products, including, flame cutting, sawing, welding, sandblasting, priming, top coat painting, epoxy applications and end finishing,
and conversion of pipe to other components or products; (c) entering into joint venture, partnership or agency arrangements relating to the sale or distribution of surplus stainless steel pipe,
fittings and flanges, but excluding value-added services if not sold as part of the Products; and (d) any endeavor entered into by Parent or any Affiliates after the signing of this agreement,
but before termination of the employment of the Executive.

7.Noncompetition; Nonsolicitation.(a) The Executive agrees that, during the Employment Term and for the
period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater (such period being referred to herein as the "Initial
Noncompete Period") (A) the Executive will not own or control any business that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the
Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products (a "Competing Business") on the date the
Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule Bhereto,
(B) the Executive will not, directly or indirectly, whether for himself or on behalf of any other person (or
affiliate), engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or
otherwise with, or have any financial interest (whether as a stockholder, director, officer, partner, consultant, proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of,
any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the
sale and/or distribution of the Products on the date the Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the
State of Louisiana specified onSchedule Bhereto, or (C) the Executive will not, either personally or by his agent or by letters,
circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be
solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person,
company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of the Parent or any of its Affiliates, subsidiaries
or divisions. It is agreed that for purposes of this Section 7(a), a Competing Enterprise is only a business entity in which the sale and/or distribution of the Products constitutes more than
5% of that business and/or entity's overall business revenues, and only such a Competing Enterprise shall be considered to "in any significant manner compete with" Parent or its Affiliates.
Notwithstanding the foregoing, the Executive's ownership of securities of a public company engaged in competition with the Company not in excess of 5% of any class of such securities shall not be
considered a breach of the covenants set forth in this Section 7(a) above.



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8.Inventions.Any and all inventions made, developed or created by the Executive (whether at the request or
suggestion of the Company and/or Parent or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with the
Company and/or Parent, which may be directly or indirectly useful in, or relate to, the Business or the business of Parent or any of its Affiliates, shall be promptly and fully disclosed by the
Executive to the Board of Directors, and shall be the Company's exclusive property as against the Executive. The Executive shall promptly deliver to the Board of Directors all papers, drawings,
models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to the Company and hereby agrees to
execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to the Company of any and all such inventions as contemplated by this
Section 8. The Executive shall, upon the Company's and/or Parent's request, as applicable, and without any payment therefor, execute any documents necessary or advisable in the opinion of the
Company's and/or Parent's counsel, as applicable, to direct issuance of patents or copyrights of the Company and/or
Parent, as applicable, with respect to such inventions as are to be in the Company's and/or Parent's exclusive property, as applicable, as against the Executive under this Section 8 or to vest
in the Company and/or Parent, as applicable, title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by the Company and/or Parent, as
applicable.

9.Breach.



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10.Parent's Guaranty.Parent hereby guarantees all of Company's obligations under this Agreement, including,
but not limited to, prompt and full payment of any and all amounts due the Executive under this Agreement.

11.Insurance.The Executive acknowledges and agrees that the Company may obtain a life insurance policy on the
life of the Executive with the Company named as the beneficiary. If the Company so elects, the Executive covenants and agrees to cooperate fully with the Company's efforts to obtain such insurance
policy.

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12.Conflicting Agreements.The Executive hereby represents and warrants to the Company that (a) neither
the execution of this Agreement by the Executive nor the performance by the Executive of any of his obligations or duties hereunder will conflict with or violate or constitute a breach of the terms of
any employment or other agreement to which the Executive is a party or by which the Executive is bound, and (b) the Executive is not required to obtain the consent of any person, firm,
corporation or other entity in order to enter into this Agreement or to perform any of his obligations or duties hereunder.

13.Further Assurances.The Executive hereby agrees to execute and deliver such agreements, certificates or
other documents as may be reasonably requested by the Company which may be necessary or are required hereunder.

14.Miscellaneous.





or
to such other address as any party may have furnished to the other parties in writing in accordance herewith.

14.3.Governing Law.This Agreement shall be governed by and in accordance with the laws of the State of
Louisiana without regard to conflict of law rules thereof.

14.4.Waivers.The waiver of any party hereto of any right hereunder or of any failure to perform or breach by
any other party hereto shall not be deemed a waiver of any other right hereunder or of any other failure or breach by any other party hereto, whether of the same or a similar nature or otherwise. No
waiver shall be deemed to have occurred unless set forth in writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated
therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that
specifically waived.

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14.5.Validity.The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall otherwise remain in full force and effect. Moreover, if any one or more of the provisions contained in this Agreement
is held to
be excessively broad as to duration or scope, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

14.6.Entire Agreement.This Agreement sets forth the entire agreement and understanding of the parties in
respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any
officer, employee or representative of either party in respect of said subject matter.

14.7.Headings Descriptive.The headings of the several paragraphs of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

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

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

EXECUTIVE:/s/CRAIG S. KIEFERCraig S. KieferEDGEN CARBON PRODUCTS GROUP, L.L.C.By:

/s/DAVID L. LAXTON, IIIName:

David L. Laxton, IIITitle:

Secretary / TreasurerWith respect to Section 10 onlyEDGEN CORPORATIONBy:

/s/DANIEL J. O'LEARYName:

Dan J. O'LearyTitle:

President / CEO


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ANNUAL BONUS

A bonus for a percentage of the Executive's Annual Base Salary may earned by the Executive based on the Parent's consolidated earnings before interest, income
taxes, depreciation and amortization ("EBITDA"). Prior to each fiscal year, the Parent's Board of Directors will determine a targeted EBITDA amount
("Target EBITDA") for the ensuing fiscal year. The Board of Directors determination shall be fixed and binding on the Parent, the Company and the
Executive. For 2004, the pre-bonus Target EBITDA is $17,358,400. If 2004 EBITDA is less than or equal to $9.0 million (the "Minimum EBITDA"), then the Executive shall not be
entitled to receive any bonus. If 2004 EBITDA is greater than the Minimum EBITDA, then the Executive shall be entitled to receive a bonus in an amount equal to 2% of his Annual Target Bonus for each
1% of Target EBITDA in excess of Minimum EBITDA. For 2004, the Executive's Annual Target Bonus is $180,000.

In
addition, the amount of any bonus earned by the Executive under the Target EBITDA formula described above will be adjusted downward by an amount not to exceed 20% if the Parent's
working capital ratio at the fiscal year end exceeds the target working capital ratio established by the Parent's Board of Directors at the beginning of the fiscal year. The working capital ratio is
defined as the sum of accounts receivable and inventories divided by the sum of trade accounts payable and accrued expenses, expressed as a percent of Parent's consolidated sales. For 2004, the target
working capital ratio is 25.5%.

Should
the actual working capital ratio exceed the target working capital ratio, then the bonus amount shall be reduced by an amount equal to the percentage that the actual working
capital ratio exceeds the target working capital ratio. For example, if the target working capital ratio is 30% and the actual working capital ratio is 33%, then the bonus amount will be reduced by
10% (33% - 30% 3%; 3%/30% = 10%).

Any
bonus earned will be paid by March 15 of the year following the year in which the bonus is earned.

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Schedule B

LOUISIANA PARISHES

|Acadia
Allen
Ascension
Assumption
Avoyelles
Beauregard
Bienville
Bossier
Caddo
Calcasieu
Caldwell
Cameron
Catahoula
Claiborne
Concordia
DeSoto
East Baton Rouge
East Carroll
East Feliciana
Evangeline
Franklin
Grant |  | Iberia
Iberville
Jackson
Jefferson
Jefferson Davis
Lafayette
Lafourche
LaSalle
Lincoln
Livingston
Madison
Morehouse
Natchitoches
Orleans
Ouachita
Plaquemines
Pointe Coupee
Rapides
Red River
Richland
Sabine
St. Bernard |  | St. Charles
St. Helena
St. James
St. John the Baptist
St. Landry
St. Martin
St. Mary
St. Tammany
Tangipahoa
Tensas
Terrebonne
Union
Vermillion
Vernon
Washington
Webster
West Baton Rouge
West Carroll
West Feliciana
Winn
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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