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                                                                    EXHIBIT 10.5

                              AMENDMENT  NO. 1  TO
                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

     This Amendment No. 1 to Employment and Non-Competition Agreement  (the
"Amendment"), effective as of  January 1, 1997, is by and among HAM Marine,
Inc., a Mississippi corporation (the "Company"), and       
("Employee").

     WHEREAS, the Company and the Employee entered into an Employment and Non-
Competition Agreement, effective as of January 1, 1997 (the "Agreement"); and

     WHEREAS, the Company and the Employee desire to amend certain provisions of
such Agreement;

     Therefore, in consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, it is hereby agreed as
follows:

     1.  Section 3(a) of the Agreement, exclusive of paragraphs (1), (2) and (3)
thereunder, is hereby amended and restated to read, in its entirety, as follows:

          Employee recognizes that the Company's willingness to enter into this
     Agreement is based in material part on Employee's agreement to the
     provisions of this paragraph 3, and that Employee's breach of the
     provisions of this paragraph could materially damage the Company.
     Therefore, in consideration of the benefits to be received by Employee as
     an Employee of the Company, Employee agrees that the  Employee shall not,
     for a period of thirty (30) days immediately following the termination of
     this Agreement, for any reason whatsoever, directly or indirectly, for
     himself or on behalf of or in conjunction with any other person, persons,
     company, partnership, corporation or business of whatever nature:


     2.   The last sentence of Section 4(b) of the Agreement is hereby amended
and restated to read, in its entirety, as follows:

          In the event this Agreement is terminated as a result of Employee's
disability,   Employee shall receive from the Company, in a lump-sum payment due
within ten (10) days   of the effective date of termination, the base salary at
the rate then in effect for a period of   thirty (30) days.

     3.   Section 4(d) of the Agreement is hereby amended and restated to read,
in its entirety, as follows:
 
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          Without Cause.  At any time after the commencement of employment, the
Company   or Employee may, without cause, terminate this Agreement and
Employee's employment,   effective thirty (30) days after written notice is
provided to the other party.  Should Employee   be terminated by the Company
without cause, Employee shall receive from the Company,   in a lump-sum payment
due on the effective date of termination, the base salary at the rate   then in
effect for a period of thirty (30) days.  If Employee resigns or otherwise
terminates   his employment without cause pursuant to this paragraph 4(d),
Employee shall receive no   severance compensation.

     4.   Section 4(e) of the Agreement is hereby deleted therefrom.

     5.   Section 11 of the Agreement is hereby deleted therefrom.

     6.   Defined terms used but not otherwise defined herein shall have the
meanings set forth in the Agreement.
 
          IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be executed as of the day and year first written above.



                              HAM MARINE, INC.


                              By: ---------------------------------------- 
                                  Name:
                                  Title:

                              EMPLOYEE:
                                   

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