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                                                                   EXHIBIT 10.10

                          MEMORANDUM OF UNDERSTANDING


     WHEREAS, Jackson County, Mississippi, acting by and through its Board of
Supervisors and the Jackson County Port Authority ("COUNTY"), pursuant to the
provisions of Section 59-9-1, et seq., Mississippi Code of 1972, as amended, has
full authority to own, lease and develop property for industrial purposes and to
create employment opportunities for its citizens; and

     WHEREAS, HAM MARINE, INC., a Mississippi corporation, ("HAM") proposes to
construct a new facility for drilling rig repair, retrofit and new construction
on approximately 120 acres of COUNTY-owned land; to invest in excess of $20
million for the improvement of such property; and to operate same pursuant to a
business plan which contemplates creation of 800 to 1000 new jobs;

     NOW, THEREFORE, COUNTY and HAM agree as follows:

     1.   COUNTY agrees to lease to HAM approximately 120 acres of land located
at Greenwood Island along Bayou Casotte on terms and conditions to be embodied
in a Lease Agreement between the parties, some of the basic terms and conditions
of which are attached hereto as Exhibit "A."

     2.   HAM will improve the subject property with dock and bulkhead
improvements and establish an enterprise which will more than double its present
employee level and payroll.  HAM certifies that present employment at its
facility on the West bank of the East Pascagoula River is not less than 350
employees, nor more than 400, and its present annual payroll is approximately
$12,000,000.  HAM's present facility site is maximumly utilized; it has
opportunities for additional drilling rig repair, retrofit and new construction
work which cannot be met without additional space 
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and facilities; a new facility and additional property is essential to
HAM's efficient and cost effective operation and expansion. HAM intends to
continue to operate its present facility and the new facility after same is
developed.

     3.   HAM will not proceed with the expansion and new facility on the
subject property unless COUNTY, secures all authorizations and permits necessary
for certain site preparation prerequisites to the construction of HAM's
improvements, and commits funding, not to exceed $6,000,000, to such site
preparation as follows: the East 73 acres of the subject property must be
completely filled and leveled to an elevation of approximately 5 to 10 feet mean
sea level with surface and underground drainage with subsurface suitable for
filter fabric, compacted to handle uniform loading at 1500 lbs per square foot;
the west 47 acres of the subject property (constituting roughly the East one-
half of the present Greenwood Island dredge disposal area) must be likewise
prepared to similar parameters.  All of the subject property must be fully
permitted by all applicable governmental agencies to allow full utilization by
HAM.  Dredging to a minimum depth of 30 feet along the entire Eastern boundary
of the subject property shall be required to the federal channel of Bayou
Casotte.  Spoils dredge material will be utilized for fill to the extent
possible, and other suitable borrow material if required.  Excess material shall
be otherwise disposed of.  COUNTY shall be responsible for all applicable
government permits with respect to the foregoing.

     4.   In order to induce HAM to proceed with the project, COUNTY has agreed
to undertake and pay for the work described in paragraph 3, provided however
that it shall not expend greater than the sum of $6,000,000 for same.  HAM shall
pay any cost for such work which exceeds $6,000,000.  In no event shall HAM have
responsibility for any off-site cost associated with initial 

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construction, nor shall any such cost be included within calculation of COUNTY's
required on-site commitment.

     5.   COUNTY shall be responsible over and beyond the commitment described
in paragraphs 3 and 4 for the following:

     (a)  COUNTY shall use its best good faith efforts to work with the City of
          Pascagoula, State Department of Transportation and federal agencies to
          provide suitable access by public road to the subject property for
          HAM's employees, suppliers and invitees as expeditiously as possible;

     (b)  provide adequate public water and sewer utilities to the North
          property line.

     6.   COUNTY shall seek grant money for the purpose of defraying the site
preparation costs described in paragraph 3, including any environmental cleanup
required with respect to the subject property.  Any such grant money, if
available, shall be used to defray COUNTY's cost, provided that if such grant
money is available in an amount exceeding $6,000,000, and the project is
eligible therefor, COUNTY shall use its best efforts to obtain same and further
provided that if unforeseen environmental or other cleanup costs are encountered
as the project progresses, the parties agree to use their collective best
efforts to resolve same and particularly to obtain maximum benefit of any
federal or state program for which the project is eligible.

     7.   The COUNTY intends to seek a loan from the State of Mississippi
through the Mississippi Department of Economic Development pursuant to the
Mississippi Business Investment Act, not to exceed $6,000,000, (the "MBIA" loan)
to defray its site preparation commitment herein in whole or in part.  In this
regard, HAM commits as follows:

     (a)  The new facility, when operational, will create and maintain not less
          than 400 net new full-time equivalent jobs.

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           (i) If HAM's average employment is less than 400 during the first
               five years of its business operations at the subject property, it
               shall pay COUNTY at that time a pro rata portion of the interest
               which COUNTY has then paid with respect to the MBIA loan based on
               the percentage by which employment is below 400, e.g., if average
               employment is 300 HAM would pay 100/400, or 25% of the interest
               COUNTY has paid.

          (ii) If HAM's average employment is less than 400 during the first ten
               years of its business operations at the subject property
               (including in the average jobs over the first five years), it
               shall pay COUNTY at that time a pro rata portion of the interest
               which COUNTY has then paid with respect to the MBIA loan computed
               in the same manner as subparagraph (i) with credit to HAM for
               payment, if any, made pursuant to subparagraph (i).

         (iii) If HAM's average employment is less than 400 during the first
               fifteen years of its business operations at the subject property
               (including in the average jobs over the first ten years), it
               shall pay COUNTY at that time a pro rata portion of the interest
               which COUNTY has then paid with respect to the MBIA loan computed
               in the same manner as subparagraphs (i) and (ii) with credit to
               HAM for payment, if any, made pursuant to subparagraphs (i) and
               (ii).

          (iv) If HAM's average employment is less than 400 during the first
               twenty years of its business operations at the subject property
               (including in the average jobs over the first fifteen years), it
               shall pay COUNTY at that time a pro rata portion of the interest
               which COUNTY has then paid with respect to the MBIA loan computed
               in the same manner as subparagraphs (i) through iii) with credit
               to HAM for payment, if any, made pursuant to subparagraphs (i)
               through (iii).

     (b)  HAM and COUNTY acknowledge that the MBIA loan program also carries
          certain penalty provisions to HAM if its net new full time equivalent
          jobs fall below certain parameters based on the amount of said loan
          pursuant to Miss. Code (S) 57-61-15(6).  The provisions of
          subparagraphs (a)(i) through (iv) are in addition to the MBIA loan
          program requirement, except that HAM shall not be required to
          duplicate any payment.

     (c)  HAM shall pay rental to the County with respect to the subject
          property in the amounts set forth in the attached Exhibit "A."

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     (d)  HAM shall expend a minimum of $3.00 for every $1.00 expended by COUNTY
          with respect to improvements to the subject property, and provide
          satisfactory evidence thereof to COUNTY.

     (e)  COUNTY shall not be required to expend any funds until it has
          satisfactory evidence from HAM that it has expended not less than the
          amount then required from the COUNTY.

     8.   In order to coordinate and expedite the work associated with the
subject project, COUNTY shall contract with HAM to develop and manage all of
said work on the following basis:

     (a)  Neither COUNTY nor HAM shall be entitled to seek compensation or
          credit, or expenses, for efforts of their respective employees in
          accomplishing the subject work.

     (b)  HAM shall act as Project Manager to accomplish the subject work, and
          for this purpose HAM and COUNTY shall each designate a qualified
          representative to coordinate the project.

     (c)  It shall be HAM's responsibility to select and manage all contractors
          and consultants necessary to accomplish the subject work, provided,
          however, that all contracts and expenditures shall be in strict
          compliance with all applicable laws.

     9.  HAM and COUNTY agree that time is of the essence.

     (a)  HAM shall immediately undertake such engineering and other
          investigation of the subject property to ascertain that it can be
          filled, improved and permitted for its intended purposes at a cost
          which is not prohibitive to HAM. HAM shall provide written notice to
          the COUNTY on or before November 25, 1996, of its intention to execute
          a proposed Lease Agreement, or if the subject property cannot be so
          utilized, its written notice so stating.

     (b)  COUNTY shall fully cooperate with HAM in its investigation pursuant to
          subparagraph (a) and shall expeditiously seek permits for the intended
          purposes, provided, however, that HAM may terminate this agreement if
          it determines permits required for the intended purposes may not be
          obtained.

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     WITNESS OUR SIGNATURES on the respective dates hereinbelow.

                              JACKSON COUNTY BOARD OF SUPERVISORS


                           BY:_______________________________________
                              ITS PRESIDENT
                              DATE:  DECEMBER ______, 1996


                              JACKSON COUNTY PORT AUTHORITY


                           BY:_______________________________________
                              ITS PRESIDENT
                              DATE:  DECEMBER ______, 1996


                              HAM MARINE, INC.


                           BY:_______________________________________
                              ITS PRESIDENT
                              DATE:  DECEMBER ______, 1996

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                                                               Item #6 Exhibit A


                                  EXHIBIT "A"
                                  -----------

     1.   DEMISED PREMISES: The property subject to this Lease Agreement is
described in Exhibit "1" attached hereto.  COUNTY warrants that it has good
title to the demised premises, fall authority to lease same pursuant to this
Lease Agreement, and that HAM shall have quiet enjoyment of the demised premises
during the primary term of this Lease and any renewal term.

     2.   TERM: The primary term of the Lease shall be 20 years, and shall
commence on the earlier of (1) the date HAM completes the dock and bulkhead
improvements described in paragraph 2 of the Memorandum of Understanding, or (2)
the date HAM begins use of the subject property for its drilling rig repair,
retrofit, and construction work.  HAM shall have three options to extend the
Lease for additional terms of ten years each on the same terms and conditions as
the primary term except rental shall be as set forth in Section 3.  At the
appropriate time, the parties shall execute a certificate defining the
commencement date and rental due date per paragraph 3.

     3.   RENTAL:  HAM hereby agrees and covenants it will pay to the COUNTY as
rent for the aforesaid property the sum of $200,000 per annum, commencing on the
earlier of the following dates: (1) two years after commencement of the primary
term as described in paragraph 2; (2) two years after COUNTY's final drawdown on
the MBIA loan, or (3) to coincide with COUNTY's first MBIA loan repayment.  Rent
shall be payable annually thereafter for eight total such payments, then
$300,000 annually for eight such payments, and two annual payments thereafter of
$500,000.  Rent during the three ten year option terms shall be $500,000 per
annum.

     4.   DREDGING:  HAM shall perform, or cause to be performed, necessary
maintenance dredging.
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     5.   DOCK IMPROVEMENTS AND BULKHEAD INTEGRITY:  HAM shall commence as soon
as practicable dock improvements on the East side of the subject property
alongside Bayou Casotte which shall be set back 350 feet from the federal
channel.  HAM agrees that it will maintain its dock and bulkheading in a manner
which will insure sufficient stability to prevent failure or damage during
maintenance dredging, as referred to in Paragraph 4.

     6.   OCCUPANCY:  HAM shall be permitted to occupy the premises immediately
upon execution of the Lease Agreement, and before commencement date of the
primary term, for the purpose of commencing construction of improvements.

     7.   WETLANDS:  Any wetlands mitigation required for HAMs fall usage of the
subject property shall be COUNTY's responsibility.

     8.   CORPORATE HEADQUARTERS: HAM will construct a new corporate
headquarters on the subject property, or on property presently under lease from
the COUNTY pursuant to Amended Lease Agreement dated June 21, 1995, recorded in
Book 1066, Page 805, Land Deed Records, Jackson County, Mississippi.

     9.   OTHER:  The parties shall incorporate other appropriate lease
provisions in their final Lease Agreement, including applicable provisions of
the Amended Lease Agreement between the parties dated June 21, 1995, recorded in
Book 1066, Page 805, Land Deed Records, Jackson County, Mississippi.


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