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                                                                   EXHIBIT 10.14


                   AMENDMENT TO BUSINESS PURCHASE AGREEMENT


     This Amendment to Business Purchase Agreement (the "Amendment") is entered
into by and among FRIEDE & GOLDMAN, LTD., a Mississippi corporation formerly
known as J. L. HOLLOWAY HOLDINGS, INC. ("Buyer"), J. L. GOLDMAN ASSOCIATES,
INC., a Louisiana corporation formerly known as FRIEDE & GOLDMAN, LTD.
("Seller") and JEROME L. GOLDMAN, an individual resident of the State of
Louisiana ("Shareholder").

     WHEREAS, Buyer, Seller and Shareholder executed that certain Business
Purchase Agreement dated November 22, 1996 (the "Agreement"); and

     WHEREAS, the closing of the transactions contemplated by the Agreement
occurred on November 27, 1996 to be effective December 2, 1996; and

     WHEREAS, at the closing the parties agreed to certain amendments to the
Agreement which amendments are hereby reduced to writing.

     NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained in the Agreement and in this Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer, Seller and Shareholder hereby agree as follows:

     I.   Definitions.  All capitalized terms used in this Amendment shall have
the same definitions as set forth in the Agreement.

     II.  Amendments to Agreement.

          1.  Section 1(a)(vi) of the Agreement, defining the term "Records", is
     hereby amended by the deletion of that Section in its entirety and the
     substitution 
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     of the following provisions as Section 1(a)(vi):

               (vi)  All books, records, files, documents, telephone numbers,
          computer programs, computer disks, licenses, permits and other
          information, written or electronic, used in the operation of Seller's
          Vessel Design Business excluding financial and accounting books and
          records ("Records");

          2.  Section 1 Sale and Purchase of Assets of the Agreement is hereby
     amended by the addition of the following provisions as Section 1(d):

               (d)  Seller and Shareholder acknowledge that certain of the
          Assets are used in connection with both the Ship Design Business and
          the Vessel Design Business.  The parties agree that title to any of
          Seller's or Shareholder's assets used in the Ship Design Business not
          conveyed to Buyer pursuant to that certain Assignment and Bill of Sale
          executed by Seller to Buyer effective as of December 2, 1996 shall
          remain in Seller or Shareholder, as the case may be.

          3.  Section 6(c) Date of Payment is hereby amended by the deletion of
     that Section in its entirety and the substitution of the following
     provisions as Section 6(c):

               (c)  Date of Payment.  Within thirty (30) days following (i) the
          receipt by Buyer of any order containing licensing or design fees
          described in Section 6(a) above, or (ii) the execution by Buyer of an
          agreement for the sale of a chocking system described in Section 6(b)
          above, Buyer shall notify Seller of the existence, date and terms of
          each such order and/or agreement pursuant to which Seller would
          eventually be entitled to receive payments from Buyer under the
          provisions of Sections 6(a) and (b) above.  The sums required to be
          paid to Seller pursuant to the provisions of Sections 6(a) and (b)
          above shall be paid by Buyer to Seller within thirty (30) days
          following the receipt by Buyer of the respective fees upon which such
          payments are calculated.  Buyer shall provide Seller an accounting
          reflecting the calculation of each required payment at the time each
          payment is made to Seller.

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          4.  Section 7(a) Market Share Payments is hereby amended by the
     addition of the following provision as the last sentence of Section 7(a):

               Within sixty (60) days following the end of any Construction
          Period, Buyer shall notify Seller as to whether or not the required
          market share was obtained by Buyer during the preceding Construction
          Period along with proof of Buyer's sales in support thereof.

          5.  Section 9(f) Defaults; Consents is hereby amended by the insertion
     of the following clause at the beginning of that Section:

               To the best of Seller's knowledge, information and belief, after
          diligent inquiry, ....

          6.  Section 9(i) Mod V and Mod VI is hereby amended by the deletion in
     its entirety of the last sentence of that Section.

          7.  Section 16 Employees is hereby amended by the addition of the
     following provision as the last sentence of Section 16:

          It is Buyer's intent to hire all employees currently employed by
          Seller.

          8.  Section 23 Notices is hereby amended by the deletion of that
     Section in its entirety and the substitution of the following provisions as
     Section 23:

               All notices given under the provisions of this Agreement shall be
          given in writing and shall be personally delivered, delivered by
          certified mail, return-receipt requested, or by facsimile directed to
          the parties at the addresses given below. Such notices shall become
          effective as of the time of delivery if personally delivered, as of
          the date of the receipt as referenced by the official receipt of the
          United States Postal Service if delivered by certified mail, or as of
          the date and time of the actual confirmation of receipt of the
          facsimile.  Any party may change its respective address for the
          receipt of notices given under this Agreement by notifying all other
          parties of that 

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          party's new address in accordance with the provisions
          of this Section.  Addresses of the parties are as follows:

     BUYER:              Friede & Goldman, Ltd.
                         (formerly J. L. Holloway Holdings, Inc.)
                         525 E. Capitol Street, Suite 402
                         Bank of Mississippi Building
                         Jackson, MS 39201
                         Telephone:  (601) 352-1107
                         Facsimile:  (601) 352-0588


     with a copy to:     James A. Lowe, III, Esq.
                         Watkins & Eager PLLC
                         400 East Capitol Street, Suite 300
                         Jackson, MS 39201
                         Telephone:  (601) 948-6470
                         Facsimile:  (601) 354-3623
 
     SELLER
     & SHAREHOLDER:      Jerry L. Goldman
                         J. L. Goldman Associates, Inc.
                         (formerly Friede & Goldman, Ltd.)
                         935 Gravier Street, Suite 2100
                         New Orleans, LA 70112
                         Telephone:  (504) 523-4621
                         Facsimile:  (504) 529-5135


     with a copy to:     Robert M. Steeg
                         Steeg and O'Connor
                         201 Saint Charles Avenue, Suite 3201
                         New Orleans, LA 70170
                         Telephone:  (504) 582-1199
                         Facsimile:  (504) 582-1240


     III. Waiver of Closing Requirements.  Buyer hereby waives the conditions
precedent to Closing set forth in Section 14(h) Opinion of Counsel and Section
14(k) UCC Search of the Agreement.  Buyer's waiver of these conditions precedent
to Closing in no 

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way releases Seller or Shareholder from any warranties or
representations made by Seller and/or Shareholder to Buyer in the Agreement or
in this Amendment.

     IV.  Transfer of Assets.  The parties acknowledge that the description of
the Assets set forth in the Agreement differs from the description of the Assets
set forth in that certain Assignment and Bill of Sale executed by Seller to
Buyer effective December 2, 1996 (the "Bill of Sale") and that such difference
in description results from facts revealed during Buyer's performance of its due
diligence.  The parties agree that the description of the Assets set forth in
the Bill of Sale is the true and correct description of the Assets as conveyed
from Seller to Buyer for all purposes.

     WITNESS THE SIGNATURES of the parties this the ___ day of December, 1996.

                                      BUYER:                                 
                                      FRIEDE & GOLDMAN, LTD. (formerly J. L. 
                                      Holloway Holdings, Inc.)                


                                      BY:  _________________________________
                                           J. L. HOLLOWAY, PRESIDENT

 

                                      SELLER:

                                      J. L. GOLDMAN ASSOCIATES, INC. (formerly
                                      Friede & Goldman, Ltd.)


                                      BY:  __________________________________
                                           JEROME L. GOLDMAN, CHAIRMAN OF THE
                                           BOARD OF DIRECTORS

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                                      SHAREHOLDER:



                                      _________________________________________
                                      JEROME L. GOLDMAN

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