EXHIBIT 10.1

 
Chevron U.S.A., Inc.
935 Gravier Street
New Orleans, LA 70112

Gentlemen:

It is  anticipated  that  you  may  hereafter  from  time to  time  require  the
undersigned  to perform  certain  work for your  company and that because of the
necessity  of  expediting  such work,  you may find it desirable to issue in the
first instance an oral order covering such work, which oral order may or may not
later be confirmed by delivery to the undersigned of your usual written "Service
Order and Agreement".

This letter will confirm our agreement that all work which the  undersigned  may
hereafter  and from time to time perform for your company  shall be performed by
the  undersigned  as  "Contractor"  under and pursuant to the provisions of your
"Master Service Order and Agreement", copy of which is hereto attached, and that
the terms thereof  shall apply to the work so performed,  regardless of the fact
that  delivery of the "Service  Order and  Agreement"  may not occur until after
such work has been completed,  or, may not occur at all and  irrespective of any
statement contained in any receipt,  document,  order or published price list of
our company  pertaining  to such work which may be signed or accepted by your or
our  respective  employees  before or after  completion  of the work,  except in
instances where special agreements expressly amendatory of this agreement may be
signed by officers of your company.

The above shall  continue in effect until  terminated by the  undersigned  or by
your company by five days' written notice from one to the other.



                                                      Yours very truly,

                                                      /S/ Sam L.  Bass
                                                      Sam L.  Bass, President

                                                      Date : 23 September 1996
Attachment

/S/ Charles R.  Briley
(Witness)

/S/ George LeBlanc
(Witness)

                                                   CHEVRON U.S.A., INC.
                                                   Gulf of Mexico Business Unit

                                                   By /S/  A.J. Chaquin
                                                   Assistant Secretary

                                                   Date : September 30, 1996
<PAGE>
CHEVRON
Chevron U.S.A. Production, Co.
Gulf of Mexico Business Unit
935 Gravier Street
New Orleand, LA 70112

October 1, 1996                                           

Mr. Sam Bass & Mr. George LeBlanc

Environmental Remediation Holding Corporation
111 Tubing Road
Broussard, LA 70363

Environmental Remediation Holding Corporation

Gentlemen:

Now that we have  concluded  our  negotiations  with  Environmental  Remediation
Holding Corporation  (E.R.H.C.) regarding the Master Service Order and Agreement
(MSOA) and Blanket Time Charter,  we must address the problem of implementation.
With only few  exceptions,  the services  provided by E.R.H.C.  are maritime and
should be governed by the Time  Charter.  To arrange  for  contractor  services,
however, our field personnel use a contract agreement number (M-0829) issued for
jobs and tracking purposes.

To simplify contracting,  we propose to engage the services of E.R.H.C.  through
the  existing  contract  agreement  number  with the  understanding  between the
companies that the Time Charter will govern their legal  relationship.  In those
unique  circumstances  when  E.R.H.C.  is called  upon to perform  work on fixed
platforms, then the terms and conditions of the MSOA will apply.

Please  sign  below  (both  copies)  below,  and  return to this  office at your
earliest  convenience.  One  copy  with  Chevron's  approval  signature  will be
returned to you. If you should have any questions, please contact the undesigned
at 592-6248.

Very truly yours,

/s/ Peggy Giroir
for C.D. Haydel
Supervisor, Contracts & Risk Management.

WITNESS:                                   ENVIRONMENTAL REMEDIATION
                                           HOLDING CORPORATION
/S/ George LeBlanc                         By:/s/Sam Bass
/S/ L. J. Menard                           Its Chairman of the Board

                                           CHEVRON U.S.A., INC.

                                           By
                                              Assistant Secretary
<PAGE>
CHEVRON
Chevron U.S.A. Production, Co.
Gulf of Mexico Business Unit
935 Gravier Street
New Orleand, LA 70112

October 1, 1996


Mr. Sam Bass
Mr. George LeBlanc
Environmental Remediation Holding Corporation
111 Tubing Road
Broussard, LA 70363


Re: Master Service and Agreement

Gentlemen:

Chevron USA Inc. Gulf of Mexico  Business  Unit has executed the Master  Service
Order and Letter  Agreement,  and we return  herewith  a copy for your  records.
Please  note that we have  placed a number in the top  right-hand  corner of the
contract (M-0829), and this number must appear on all invoices to Chevron.

A Chevron certificate of insurance must be submitted each year upon renewal.

we also  remind  you that we are  awaiting  the  completed  Contractor  Safety &
Environmental  Questionnaire which was included with the contract package mailed
to you in July, 1996.

Thank you for your  interest.  Chevron  looks  forward to a  beneficial  working
relationship with your company.

Sincerely,

/S/ Peggy Giroir
Peggy Giroir
Contract & Risk Management

/pg
Enclosure
<PAGE>
                 MASTER SERVICE ORDER AND AGREEMENT

                                               Not for Purchase Materials Only
                                               Date ________________19____

Company                                                       Contractor

Chevron U.S.A., Inc.                                Site Services, Inc.
                                                    Subsidiary of Bass Env.
Gulf of Mexico Production Business Unit             W.W. Inc. and E.R.H.C.
935 Gravier Street                                  111 Tubing Road
New Orleans, LA 70112                               Broussard, LA 70518

Company and Contractor  agree as of the above date that Contractor shall perform
the  services  set  forth  below at the  location,  within  the time and for the
compensation specified, subject to the Terms set forth on the attachment hereto.

Description of Work and Materials to be
Furnished:                                          Plug and abandon wells
                                                    as directed by Chevron.

Company Representative:

Location (Field, Block, Lease):

Compensation:


Contractor    certifies    that   he   is
appropriately    licensed    under
La.R.S.37:2151-2163 and that the number
of his license under such law is:


Invoices : Please show above  contract and job number and items subject to sales
tax or use tax. Send invoices in duplicate and one copy of work tickets to :

Name                                     Dept.                      Address


Accepted (contractor signed)             Authorized (company/profit center)

CHARGE TO :                              By
INVOICE NO:                              Route To:

                                         WORK COMPLETED

                                         (Date)                    (Name)

                                   TERMS

1.  "INDEMNITEES"       as used throughout this Agreement means : CHEVRON U.S.A.
INC., and all of its affiliated or parent subsidiary  companies or cooperations,
and all of its co-owners or joint venturers,  and all of the aforesaid entities,
agents, officers, employees, representatives or insurers.
2. Unless  otherwise  provided  herein,  CONTRACTOR shall provide all materials,
equipment  and  labor  required  for  the  prompt  completion  of the  services.
CONTRACTOR shall perform the services as an independent contractor and not as an
employee of COMPANY,  and shall  comply  with all  applicable  laws and forms of
authorizations.  the equipment provided for the services shall be in first class
operating condition and the material provided shall be suitable for theservices.
CONTRACTOR  guarantees that the product of the   services    shall    be    free
of defects  and  agrees to  correct  promptly  any such  defect at its  expense.
<PAGE>
CONTRACTOR  attests  that it will perform its work in a  workmanlike  manner and
guarantees  the quality of its work and  materials.  CONTRACTOR  shall  transfer
ownership to COMPANY of all copyrights,  inventions, discoveries and improvement
resulting from CONTRACTOR'S services. 3. The compensation specified herein takes
into account all taxes,  wages, costs of any type and profit that are incidental
to CONTRACTOR'S  performance of the services unless  applicable law specifically
provides  for direct  payment by  COMPANY.  Unless  otherwise  provided  herein,
CONTRACTOR  shall  submit  its  statement  to  COMPANY  upon  completion  of the
services.  The statement  shall be accompanied by such  supporting  documents as
requested by COMPANY.  4. COMPANY may make  "Changes" by adding to,  omitting or
deviating from the  requirements of this Contract.  COMPANY and CONTRACTOR shall
appraise such changes and adjust CONTRACTOR'S compensation  accordingly.  If any
dispute on  compensation  or the work to be performed  should arise,  CONTRACTOR
shall be  obligated  to proceed with the work as directed in writing by COMPANY;
such  action  shall  not  prejudice   either   party's  claim  with  respect  to
compensation.  5.a.  CONTRACTOR  is an Equal  Opportunity  Employer and will not
discriminate  against any employee or applicant for employment  because of race,
color,  religion,  sex,  national origin,  handicap,  or status as a Vietnam Era
Veteran.
    b.   If this contract is for $10,000.00 or more, the CONTRACTOR agrees    to
Incorporate herein by reference and comply with :
         (i) Executive Order 11246, as amended by Executive Order 11375, and the
applicable regulations, 41 C.F.R. Subsection 60.1, et seq (Non-discrimination in
employment by  non-exempt  government  contractors  and  subcontractors;  if the
contract is for $50,000.00  and more,  and CONTRACTOR has 50 or more  employees,
CONTRACTOR  agrees to develop a written  affirmative  action program for each of
its  establishments,  pursuant  to 41  C.F.R.  Sections  60-1.47  and 41  C.F.R.
Sections 60-2.1 through 60-2.32):
         (ii) Section 402, Vietnam Era Veterans  Readjustment  Assistance Act of
1974, as amended,  and the applicable  regulations 41 C.F.R.  Section 60-250, et
seq.  (Requires  government  contractors  and  subcontractors  (1) to invite all
disables  Veterans and Veterans of the Vietnam Era who wish to benefit under the
contractor's  affirmative action program to voluntarily  identify themselves and
provide information that will be kept confidential and issued only in accordance
with the Act and regulations (41 C.F.R.  Section  60-250.5 (d)l; and (2) to take
affirmative  action to employ  and  advance  in  employment  qualified  disabled
Veterans and Veterans of the Vietnam Era);
         (iii) Section 604 of the Outer  Continental  Shelf Lands  Amendments of
1978 and the implementing  regulations,  30 C.F.R.  Section 270 et. seq (Federal
contractors  and  subcontractors  shall not exclude any person on the grounds of
race, creed,  color,  national origin or sex, from receiving or participating in
any activity, sale, or employment,  conducted in relation to the exploration for
or  development  and production of oil, gas or other mineral or materials in the
Outer Continental Shelf under the Outer Continental Shelf Lands Act).
     c.  If  the  contract  is for  $2,500.00  or  more,  CONTRACTOR  agrees  to
incorporate herein by reference and comply with Section 03 of the Rehabilitation
Act of 1973, as amended and applicable regulations, 41 C.F.R. Section 60-741 et.
seq (Requires  government 03 contractors and subcontractors to invite applicants
and employees who believe they are qualified  handicapped persons covered by the
Act and wish to benefit under the  contractor's  affirmative  action  program to
voluntarily  identify  themselves with the  understanding  that such information
shall  be kept  confidential  and  used  only  in  accordance  with  the Act and
applicable  regulations (41 C.F.R.  Section  60-741.5  (c)(1));  and (2) to take
affirmative  action to employ and advance in  employment  qualified  handicapped
individuals).
     d.  CONTRACTOR  certifies that it does not and will not maintain or provide
for its employees any facilities wish are segregated by race,  color,  religion,
or  national  origin or permit its  employees  ti perform  any  services  at any
location,  under its control,  where  segregated  facilities  are maintained and
CONTRACTOR will obtain a similar certification for all non-exempt  subcontracts,
as required by 41 C.F.R. Section 60-18
     e.  CONTRACTOR  certifies  that  none of its  employees  who  perform  work
pursuant to this contract or who may do so hereafter are or will be unauthorized
aliens as defined in the Immigration Reform and Control Act of 1986 ("IRCA"), 38
U.S.C.A.  as amended,  2011.et.seq,  and  CONTRACTOR  certifies  further that it
complies  with said statute and  implementing  regulations.  CONTRACTOR  further
agrees to obtain a certification from its subcontractors performing work related
to this contract that none of their employees are unauthorized aliens as defined
by IRCA and that such contractors comply with the statute.
     f. In the event that any agency of the Federal  Government  or of any Court
of competent  jurisdiction  determines that CONTRACTOR has failed to comply with
the statutes,  Executive Orders or regulations  cited in this Paragraph 5 or any
amendments,  revisions  or  recodification  thereof,  CONTRACTOR  agrees to hold
harmless,  defend, and indemnify INDEMNITEES with regard to any costs, attorneys
fees,    penalties,     judgments     or awards  incurred   by   and/or assessed
<PAGE>
against INDEMNITIES by virtue of CONTRACTORS non-compliance.
     g. CONTRACTOR also agrees, at its sole cost and expense, to comply with all
applicable governmental  regulations,  statutes, laws and ordinances relating to
environmental  protection,  including but not limited to pollution,  disposal of
hazardous  wastes and control of spills,  which laws include but are not limited
to the  Comprehensive  Environmental  Response  and  Liability  Act of 1980  (as
amended),  the Resource  Conservation  and Recovery Act (as amended),  the Clean
Water Act and the Clean Air Act, any applicable present state laws of comparable
or similar  consequences,  and any future federal or state laws which may impose
such  liability.  CONTRACTOR  also  warrants  that it shall obtain all necessary
permits,  licenses,  certificates  or approvals  required by  statutes,  orders,
ordinances, rules and regulations of such federal, state, and local governments,
and shall defend,  indemnify or hod harmless  INDEMNITEES  from any violation of
any such law, orders, ordinances, rules or regulations arising out of, resulting
from,  connected  with or  directly  or  indirectly  related to or  incident  to
CONTRACTOR's performance of this Agreement, whether or not any such violation or
nay claim thereof is based on negligence,  fault or strict liability on the part
of the INDEMNITEES.  6. a. CONTRACTOR shall defend,  indemnify and save harmless
INDEMNITEES  from  and  against  any  and all  loss,  damage,  expense,  injury,
liability and claims thereof  arising out of,  connected  with,  incident to, or
directly or indirectly resulting from or related to CONTRACTOR'S  performance of
this Agreement,  including,  but not limited to,  CONTRACTOR'S  use of equipment
provided by COMPANY (its joint venturers and partners and affiliates) or others,
for injury or death of any person  (including  but not limited to, an INDEMNITEE
or an employee of CONTRACTOR,  or  CONTRACTOR's  subcontractors)  or for loss or
damage to property,  (except  property subject to paragraph 6b. below) including
but not limited to, property that is the product of the work of CONTRACTOR under
this Agreement, by whomever brought, whether based on statute, tort, contract or
quasi contract and whether or not resulting from contractual obligations assumed
by INDEMNITEE. Such indemnity shall apply whether or not an INDEMNITEE was or is
claimed to be passively,  concurrently or actively negligent,  and regardless of
whether  liability  without  fault  (including  but not limited  to,  claims for
unseaworthiness of any vessel) is imposed or sought to be imposed on one or more
of the INDEMNITEES. This indemnity shall not apply to the extent that it is void
or  otherwise  unenforceable  under  applicable  law in  effect  on or  validity
retroactive to the date of this  Agreement.  CONTRACTOR'S  liability  under this
paragraph 6.a. shall be limited to the applicable  insurance which CONTRACTOR is
required to provide under Paragraph 7 hereof.
     b. CONTRACTOR shall be liable to and hold INDEMNITEES harmless for any loss
of or damage to the  property of COMPANY (its joint  venturers  and partners and
affiliates)  arising  out  of,  connected  with,  incident  to  or  directly  or
indirectly  resulting  from  or  related  to  CONTRACTOR's  performance  of this
Agreement,  including but not limited to,  CONTRACTOR'S use of equipment provide
by  COMPANY  (its  joint  venturers  and  partners  and  affiliates)  or  others
regardless of the passive, concurrent or active negligence of, and regardless or
whether  liability  without  fault  (including,  but not limited to,  claims for
unseaworthiness  of  any  vessel)  is  imposed  or  sought  to  be  imposed  on,
INDEMNITEES.  CONTRACTOR'S liability under paragraph 6b. shall be limited to the
applicable  insurance which  CONTRACTOR is required to provide under Paragraph 7
hereof.
     c.  CONTRACTOR  shall  promptly  pay (1) to any  INDEMNITEE  all  costs and
attorneys'  fees incurred by such  INDEMNITEE  resulting  directly or indirectly
from any and all loss, damage, injury, liability and claims for which CONTRACTOR
is obligate to  indemnify  such  INDEMNITEE  pursuant to Paragraph 6 and (ii) to
COMPANY all costs and  reasonable  attorneys'  fees in any legal action in which
COMPANY  or its  affiliate  prevails,  in  whole  or in  part,  brought  against
CONTRACTOR based on a breach of this Agreement. COMPANY shall have the right, as
its option, to participate in the defense of any suit or claim without relieving
CONTRACTOR of any  obligation  hereunder.  7 .a.  CONTRACTOR  shall maintain the
following  insurance and all insurance that may be required under the applicable
laws, ordinances and regulations of any governmental authority:
         (i) Worker's  Compensation  Insurance in statutory limits as prescribed
by applicable law,  covering all  liabilities  owed for  compensation  and other
benefits under the relevant  worker's  compensation  laws of any state or of the
federal government,  and Coverage B Employer's Liability Insurance in the amount
of  $5,000,000.00,  both the  aforementioned  statutory  coverage and Coverage B
containing endorsements naming INDEMNITEES as Alternate Employer,  providing for
voluntary  compensation  coverage  providing for occupational  disease coverage.
Should the work provided under this contract  involve maritime  activities,  the
use of maritime  workers or vessels or work aboard vessels owned or not owned by
the CONTRACTOR, then CONTRACTOR shall also obtain Maritime Coverage B for all of
the above coverages and including  transportation,  wages, maintenance and cure,
covering liability under the Longshore and Harbor Workers' Compensation Act, the
Jones Act, the Outer Continental Shell Lands Act, the General Maritime Laws, and
specifically  including  coverage  for claims of masters and members of crews of
vessels and claims under 33 U.S.C.A.  Paragraph  905(b) against any vessel.  All
policies  will provide  that claims "in rem" shall be treated as claims  against
the CONTRACTOR.
<PAGE>
         (ii)  Compensation or Commercial  General  Liability (Bodily Injury and
Property Damage) insurance including the following supplementary  coverages: (a)
contractual  liability  to cover  liability  assumed  under this  Agreement  (b)
products hazard coverage for any and all products provided or furnished by or on
behalf of  CONTRACTOR  during  the course of  services  rendered  by  CONTRACTOR
hereunder;  (c) Completed operation hazard coverage,  for any claims relating to
defects or deficiency in goods, products, materials or services used or rendered
by CONTRACTOR in connection with its operations at the work site; (d) Broad Form
Property Damage Liability  Insurance,  and (e)Coverage for explosions,  collapse
and underground hazards, for work performed by CONTRACTOR involving equipment or
materials of a volatile, incendiary or explosive nature or involving excavation,
drilling or subsurface activity. The limit of liability for such insurance shall
not be less than $5,000,000.00 combined single limit per occupance. All policies
will  provide  that  claims  "in rem" shall be  treated  as claims  against  the
CONTRACTOR.
         (iii) Automobile Bodily Injury and Property Damage Liability Insurance.
Such insurance shall extend to owned,  non-owned,  and hired automobiles used in
the  performance  of this  Agreement.  The limits of liability of such insurance
shall be not less than $5,000,000.00 per person/$1,000,000.00 per occurrence for
Bodily injury and $300,000.00 per occurrence for Property Damage.
         (iv) Hull and Machinery Insurance,  including collision  liability,  on
all vessels and barges,  if any, use by  CONTRACTOR in the  performance  of this
Agreement  with a limit equal to or greater  than the fair market  value of each
vessel and barge.
         (v)  Should the work  provided  under this  contract  involve  maritime
activities, the use of maritime workers or vessels or work aboard vessels, owned
or not owned by the CONTRACTOR,  Protection and Indemnity Insurance,  (including
but not limited to coverage  for injury or death of masters,  mates and crews of
vessels  used in the  performance  of this  Agreement,  unless  provided  in the
insurance  required  by  Paragraph  7 a.(i)).  The limits of  liability  of such
insurance shall not be less than $5,000,000.00 per occurrence. All policies will
provide that claims "in rem" shall be treated as claims against the CONTRACTOR.
         (vi) If work to be performed  hereunder requires  CONTRACTOR to furnish
aircraft (including helicopters), CONTRACTOR shall maintain or require owners of
such aircrafts to maintain Aircraft Liability (Bodily injury/including liability
to passengers/ and Property  Damage),  Insurance with an overall combined single
limit per occurrence of not less than $10,000,000.00.
      b. The policies  providing the insurance called for in Paragraph 7 a (ii),
(iii),  (iv), (v) and (vi) shall expressly include  INDEMNITEES as an additional
assured,  and all  policies  provided  for in  Paragraph  7 a. shall  contain an
endorsement waiving underwriters' right of subrogation against INDEMNITEES.  the
insurers shall acknowledge that INDEMNITEES have no liability for the payment of
premiums  for such  insurance.  Such  inclusion  of  INDEMNITEES  as  additional
assureds in such endorsement  waiving rights of subrogation  against INDEMNITEES
shall be of no avail whenever, and to the extent that they are void or otherwise
unenforceable  under applicable law in effect on or validity  retroactive to the
date of the  Agreement,  there being no intent to circumvent  any such statutory
limitations or prohibitions.
     c. The insurance  policies set forth in this  Paragraph 7 shall be endorsed
to provide that the coverage  afforded is primary  irrespective of the existence
of other applicable insurance.
     d. The  insurance  coverage  provide for in this  Paragraph 7 shall be with
insurance  companies and on policies forms  acceptable to COMPANY.  CONTRACTOR'S
obligation to obtain such  insurance  coverage is separate and distinct from the
other obligations assumed by CONTRACTOR  hereunder,  and the limits of insurance
shall in no way be deemed to limit any  liabilities  or  obligations  assumed by
CONTRACTOR  hereunder or under applicable law, except as provided in Paragraph 6
a. and 6 b. hereof.
     e. CONTRACTOR shall furnish COMPANY with documentary  evidence showing that
such insurance is in effect and will not be canceled for any cause whatsoever or
materially  changed  without  30  days  prior  written  notice  to  COMPANY.  8.
CONTRACTOR  shall  report to COMPANY as soon as  practicable  all  accidents  or
occurrences resulting in injuries to CONTRACTOR'S employees or third parties, or
damage to property,  or a possible claim under  environmental law or regulation,
arising out of or during the  prosecution of work performed  hereunder and shall
furnish  COMPANY with a copy of all reports made by CONTRACTOR  to  CONTRACTOR'S
insurer of to other regarding such accidents or  occurrences.  9. CONTRACTOR and
its  subcontractor  and vendors  shall  maintain  true and  complete  records in
connection with all services and  transactions  related thereto and shall retain
such records for at least 24 months after the end of the calendar  year in which
the services are performed.  In the event costs are to be reimbursed  under this
contract,  COMPANY  may form time to time and at may time  during the  foregoing
period of record  retention  make an audit of all records of CONTRACTOR  and its
subcontractors and vendors.
<PAGE>
10. Neither  CONTRACTOR nor any director,  employee or agent of CONTRACTOR,  its
subcontractor or vendors,  shall give to or receive from any director,  employee
or agent of COMPANY or any affiliate any gift or  entertainment  of  significant
value or any commission, fee or rebate in connection with CONTRACT. In addition,
neither  CONTRACTOR  nor any  director,  employee  or agent of  CONTRACTOR,  its
subcontractors  or vendors,  shall enter into any business  arrangement with any
director,  employee or agent of COMPANY or any  affiliate who is not acting as a
representative  of COMPANY or its affiliate  without prior written  notification
thereof to COMPANY.  Any representative  authorized by COMPANY may audit any and
all records of  CONTRACTOR  and any  subcontractor  or vendor for the purpose of
determining  whether  there  has been a  compliance  with  this  paragraph.  11.
CONTRACTOR  agrees to comply with all  applicable  State and Federal Labor laws,
and to pay all sales and use taxes assessed on wages of labor hereunder.  12. a.
CONTRACTOR  expressly  agrees to pay of all unpaid  claims for labor,  services,
equipment,  materials,  transportation,  and supplies furnished to CONTRACTOR in
connection  with  the  work to be  performed  hereunder  and to  allow  no lien,
privilege,  charge or other  encumbrance  to  become  fixed on any  property  of
COMPANY, or any person, firm, company, or corporation affiliated with or related
COMPANY which is involved in any joint  undertaking or association with COMPANY.
In addition  to any other  indemnities  herein  elsewhere  provided,  CONTRACTOR
further expressly agrees to protect, defend, indemnify and save INDEMNITEES free
and  harmless  form  all  claims,   damages,   demands,  causes  of  action  for
compensation   or   payment  of  charges   for   labor,   services,   materials,
transportation, equipment and supplies arising directly or indirectly out of all
operations and activities  undertaken by CONTRACTOR in connection  with the work
to be performed  hereunder and to relieve INDEMNITEES from any and all liability
incurred  with  respect  thereto  as a result  of  CONTRACTOR'S  operations  and
activities performed or undertaken in connection with the said work.
     b.  CONTRACTOR  expressly  agrees that any and all monies  otherwise due to
CONTRACTOR  for work  performed  pursuant to this  Agreement may be withheld and
retained  by  COMPANY  until  CONTRACTOR  has  completed  all of the  work to be
performed in accordance  with this Agreement and until  CONTRACTOR has satisfied
and fulfilled this Agreement, including specifically but not limited to:
         (i) Receipt by COMPANY of affidavits or other evidence  satisfactory to
COMPANY  that  CONTRACTOR  has paid all claims  and bills for labor,  materials,
transportation, equipment, services and supplies for, or in connection with, the
work hereunder;
         (ii) Receipt by COMPANY of affidavits, in a form acceptable to COMPANY,
by all persons or entities supplying any materials,  transportation,  equipment,
services  and  supplies  to  CONTRACTOR  for,  or in  connection  with  the work
hereunder,  forever  waiving,  releasing  and  discharging  the COMPANY (and its
properties from and against any claim of lien or privilege under the laws of the
State of Louisiana or other applicable law.
         (iii) payment by  CONTRACTOR of all claims of any character  whatsoever
for which CONTRACTOR is responsible hereunder.
     c. If  CONTRACTOR  fails or refuses to remedy or remove any cause  which is
the basis of COMPANY retaining and withholding payment of contract monies as set
forth in  Paragraph 12 (b),  above,  within  thirty (30) days after  delivery of
written notice to CONTRACTOR by COMPANY to remedy or remove such cause,  COMPANY
may remedy or remove same or cause same to be remedied or removed and may deduct
the cost of such remedy and/or  removal from monies that may otherwise be due to
CONTRACTOR  pursuant to this Agreement.  Final  acceptance of the work and final
payment  to  CONTRACTOR  hereunder  shall  not  relieve  the  CONTRACTOR  of any
unperformed or continuing obligations under this Agreement,  including,  but not
limited to,  CONTRACTOR'S  obligation  to protect,  indemnify  and hold harmless
INDEMNITEES  as provided  herein.  13.  CONTRACTOR is  responsible  for the safe
performance  of work,  and shall assure that the work is performed in accordance
with  safe  practices,  and  shall  implement  and  maintain  at all  time  safe
procedures,  taking all reasonable precaution to protect COMPANY'S personnel and
property as well as the personnel and property of CONTRACTOR  and third parties.
The  obligation to implement and maintain safe  procedures and safe practices is
that of CONTRACTOR; however, CONTRACTOR is additionally obligated to familiarize
itself with any safety rules or directives posted at the work locations and with
Company's Safe Practices  Manual if provided.  14. COMPANY,  at any time and for
any reason,  may terminate series, in whole or in part, by, the giving of notice
to CONTRACTOR, and in such event COMPANY shall, subject to COMPANY'S right under
Paragraph 12 hereof, pay CONTRACTOR the percentage of the compensation specified
in this Contract which is  proportionate  to the series  provided to the date of
termination,  less damages incurred as a result of CONTRACTOR  default,  if any.
15. Neither the services nor money due CONTRACTOR  hereunder  shall be assigned,
subcontracted  or transferred in whole or part by CONTRACTOR,  voluntarily or by
operation of law,  except with prior written  consent of COMPANY and any attempt
to do so without such consent shall be void.
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16.  CONTRACTOR shall indemnify,  defend and save INDEMNITEES  harmless from and
against any and all loss, damage,  injury,  liability and claims thereof for any
patent   infringement   resulting   directly  or  indirectly  form  CONTRACTOR'S
performance of the work, including provision of material, processes, and designs
by CONTRACTOR,  and use of tools and other equipment by or for CONTRACTOR in any
connection  herewith,  and shall reimburse  INDEMNITEES fully for any royalties,
damages  or  other  payments  that  INDEMNITIES   shall  be  obligated  to  pay.
INDEMNITEES  shall have the rights to be present and represented by counsel,  at
their own  expense,  at all time  during  litigation  and/or  other  discussions
relating  to claims of patent  infringement  arising  under this  Paragraph  16.
Neither   CONTRACTOR  not  INDEMNITEES  shall  settle  or  compromise  any  such
litigation  without the consent of the other if such  settlement  or  compromise
obligates  the other to make any payment or part with any property or assume any
obligation or grant any license or other rights or be subject to any  injunction
by reason of such  settlement or  compromise.  

17. In       addition      to      the        procedures     CONTRACTOR  and the
subcontractor     are      required     to     have    in   effect by applicable
law, rule, regulation or ordinance,  if any, to assure the maintenance of a safe
and drug free work place, CONTRACTOR agrees to be bound by and shall comply with
Exhibit "A Parts 1, 2, and 3" attache  hereto and made a part of this  Agreement
and shall require that all subcontractor do so likewise which any of the work to
be  performed  hereunder is on COMPANY  premises as defined in said  Exhibits or
involves the  operation of COMPANY  equipment.  

18. This    Contract    sets      forth     the         entire         Agreement
 between     the     parties     regarding     the   services    and  no   other
representations or agreements shall be effective unless in writing, containing a
specific  reference  to this  Contract  and  signed by  COMPANY  and  CONTRACTOR
representatives.


COMPANY  recognizes  that certain  CONTRACTORS are approved by it for engagement
only for work that  does not  involve  maritime  activity,  the use of  maritime
workers  or  vessels  or  work  aboard  vessels  owned  or  not  owned  by  such
contractors,  i.e.,  "Land Only  Contractors",  as to such Land Only Contractors
those items marked with an asterisk in the above and foregoing  provisions  have
been  modified  or deleted in  accordance  with  Appendix  "A"  attached  to and
incorporated  in the  respective  controlling  Master Service Order executed and
subsisting by and between any such Land Only Contractor and COMPANY.
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