Exhibit 10.38

                        TURNKEY CONTRACT

                             between


              OFFSHORE SPECIALTY FABRICATORS, INC.
                          (Contractor)

                               and


             Freeport-McMoRan Sulphur LLC (Company)


                             for the


                   REMOVAL, SITE CLEARANCE AND
                          SCRAPPING OF
                       MAIN PASS BLOCK 299

      THIS  TURNKEY  CONTRACT (the "Contract") is made  this  the
______ day of March, 2002 by and between Freeport-McMoRan Sulphur
LLC  (hereinafter  "COMPANY" or "Freeport"), a  Delaware  limited
liability  company  with  its principal office  at  1615  Poydras
Street,  New  Orleans,  Louisiana 70112  and  Offshore  Specialty
Fabricators,  Inc.  (hereinafter  "CONTRACTOR"  or   "OSFI"),   a
Louisiana  corporation with its principal office  at  115  Menard
Road, Houma, Louisiana 70363 (collectively COMPANY and CONTRACTOR
are referred to as the "Parties" and individually as "Party").

                           WITNESSETH

      WHEREAS,  COMPANY  requires CONTRACTOR to  perform  certain
reclamation  and  abandonment  services  with  respect  to  those
facilities  (the "Sulphur Facilities") on COMPANY's  Sulphur  and
Salt  Lease,  OCS-G  9372, located in Main Pass  Block  299  (the
"Sulphur  Lease") in the Federal Domain, Offshore  Louisiana,  in
accordance with the description of the Work as provided  in  this
Contract  and  in  accordance with applicable governmental  laws,
regulations and procedures; and

      WHEREAS, CONTRACTOR is willing and capable of providing the
facilities,    equipment,   vessels,   supplies   and    material
(collectively  the  "Equipment") and the  labor  and  supervision
(collectively  the  "Personnel") and any  other  items  that  are
necessary   or  appropriate  to  perform  such  reclamation   and
abandonment services as required by COMPANY.

     NOW, THEREFORE, for and in consideration of the premises and
mutual covenants contained herein and for other good and valuable
consideration  the adequacy and sufficiency of which  are  hereby
acknowledged, the Parties agree as follows:

     1.   WORK TO BE PERFORMED

          CONTRACTOR  shall  provide to COMPANY,  the  Equipment,
          Personnel  and  any other items that are  necessary  or
          appropriate  in  order to perform and  CONTRACTOR  will
          perform  the  work or services in connection  with  the
          abandonment  and removal of the Phase 1 Facilities  and
          Phase  2 Facilities, as described below and in Exhibits
          A  and  B (the "Work").  CONTRACTOR has assured  itself
          that it can do the Work on the terms specified herein.

          CONTRACTOR  shall perform the WORK in two  phases.   In
          Phase 1, CONTRACTOR shall remove any and all facilities
          located   on   the  Sulphur  Lease,  except  Production
          Platform  No. 1, Production Platform No. 2, Bridge  10,
          Bridge 11, Bridge 12, Bridge 13, the BS-8 Facility, the
          BS-9 Facility, the Y-7 Facility, the BS-2 Facility, the
          Storage  and Loading Facility, and the Control Platform
          (the  "Phase  2  Facilities").  The  facilities  to  be
          removed  during Phase 1 are shown on Exhibit A and  are
          hereby  referred to as "Phase 1 Facilities".  In  Phase
          2,  CONTRACTOR  shall  remove the  Phase  2  Facilities
          promptly   following   the  determination   that   such
          facilities will not be employed for any traditional  or
          alternative  use or at such times as their  removal  is
          required by the MMS.  It is contemplated that  some  of
          the  Phase  2  Facilities will be made the  subject  of
          agreements  with  third  parties  for  such  usage   in
          connection  with  which the entire  responsibility  for
          reclamation  and  abandonment will be assumed  by  such
          third party or third parties.  Once such third party or
          third  parties provide all necessary bonding  or  other
          financial  assurances for reclamation, these facilities
          will be removed from the set of Phase 2 Facilities  for
          which CONTRACTOR is responsible hereunder.

     2.   PERIOD OF CONTRACT:

          This  Contract shall commence on a date to be  mutually
          agreed  by the Parties and continue until the  Work  is
          completed  and COMPANY has inspected and  accepted  the
          Work  or  CONTRACTOR is instructed to cease by COMPANY,
          which instruction may be given any time when CONTRACTOR
          has  failed  to  remedy a default under  this  Contract
          within five (5) days following COMPANY's written notice
          to CONTRACTOR advising of the default.

     3.   COMPENSATION:

          As  full  compensation for the performance of the  Work
          and  for  COMPANY's  share  of  those  services  to  be
          provided  under that Turnkey Contract, between  COMPANY
          and  CONTRACTOR, for the Removal, Site  Clearance,  and
          Scrapping  of  the Caminada Mine, CONTRACTOR  shall  be
          entitled   to  receive  COMPANY's  right,  title,   and
          interest  in (i) the M/V E.W. Lutz; (ii) the  leasehold
          rights for the Venice Base facility, located in Venice,
          Louisiana  (the  "Venice  Base"),  pursuant   to   that
          Agreement  of Lease, dated April 20, 1990, between  the
          Louisiana  Fruit  Company,  as  lessor,  and  Freeport-
          McMoRan  Resource  Partners,  Limited  Partnership,  as
          lessee   (the  "Louisiana  Fruit  Lease")  and  certain
          equipment  and other property located on the  Louisiana
          Fruit Lease (the "Venice Base Assets"); and (iii) those
          living quarters, formerly located on the Sulphur  Lease
          and   now  located  in  CONTRACTOR's  yard  in   Houma,
          Louisiana  (the "Louisiana Assets").  CONTRACTOR  shall
          also  be entitled to receive certain monies in the Main
          Pass   Trust  Account,  as  CONTRACTOR  completes   the
          reclamation  and removal of individual  facilities,  as
          further provided in Paragraph 4.  This compensation  is
          inclusive  of all Equipment, Personnel, and  any  other
          terms   required  to  perform  the  WORK  to  COMPANY's
          satisfaction.   Except  as otherwise  provided  herein,
          CONTRACTOR  shall be entitled to no other  compensation
          of  any kind.  Promptly following the execution hereof,
          COMPANY will convey the Louisiana Assets to CONTRACTOR.

     4.   PAYMENT AND TERMS:

          CONTRACTOR shall be entitled to payment from  the  Main
          Pass  Trust Account only upon the completion of certain
          threshold   degrees   of  Phase  1  reclamation:   upon
          completion  of  25% of the abandonment and  removal  of
          Phase  1  Facilities, CONTRACTOR shall be  entitled  to
          receive 25% of the monies paid into the Main Pass Trust
          Account; likewise upon the completion of 50%, 75%,  and
          100%  of  the  abandonment  and  removal  of  Phase   1
          Facilities,  CONTRACTOR shall be  entitled  to  receive
          50%,  75%, and 100% of all monies theretofore paid into
          the  Main  Pass Trust Account. However, before payment,
          OSFI  must establish, to Freeport's satisfaction,  that
          the  Phase  1  Facilities  covered  thereby  have  been
          abandoned and removed in accordance with all applicable
          regulations,  as further provided Section  9.   In  the
          event  of default and it becomes necessary for OSFI  to
          file suit to collect amounts due, OSFI will be entitled
          to interest on the unpaid amounts due at the rate of 2%
          above  the  prime lending rate per annum of  JP  Morgan
          Chase Bank from date of judicial demand plus reasonable
          attorney fees and expenses, provided that if any amount
          claimed  to  be due by CONTRACTOR is disputed  in  good
          faith,  reasonable  efforts  will  first  be  made   to
          amicably resolve the dispute.

          COMPANY  and CONTRACTOR shall share, on a 50/50  basis,
          any  Contingent  Payments as defined  in  (iii)  below.
          That said, the following amounts shall be placed in the
          Main Pass Trust Account:

          (i)  The  proceeds from the sale of Lease OCS-G  12362,
               from  COMPANY  and  CONTRACTOR to  Chevron  U.S.A.
               Inc.,  pursuant  to that letter  agreement,  dated
               March 27, 2002;

          (ii)       The initial $5 million in proceeds from  the
               sale  of Lease OCS-G 9372, Production Platforms  1
               and  2, and certain other facilities, from COMPANY
               and  CONTRACTOR to Canadian Crude Separators, Inc.
               (or  any  affiliate of Canadian Crude  Separators,
               Inc.),  pursuant to that letter of  intent,  dated
               March  15, 2002 or the initial proceeds  from  any
               replacement  transaction should  this  transaction
               not  be  completed,  exclusive of  any  Contingent
               Payments; and

          (iii)       CONTRACTOR's  50%  share  of  any  payments
               ("Contingent   Payments"),   which   COMPANY   and
               CONTRACTOR  obtain as net profits or net  proceeds
               from  Canadian or any other party, other than  the
               amounts  described  in (ii) above.  However,  when
               CONTRACTOR  completes all Phase 2  reclamation  or
               when the monies in the Main Pass Trust Account are
               sufficient to fund the
               Phase  2  reclamation that CONTRACTOR has  yet  to
               conduct,  then  CONTRACTOR shall  be  entitled  to
               receive  its 50% share of the Contingent  Payments
               described herein.

     5.   OBLIGATIONS OF COMPANY:

          COMPANY  will  be  responsible for all cost  associated
          with  removing  and  disposing of all  hazardous  waste
          associated with the Sulphur Facilities.  There will  be
          no  transfer  of ownership and responsibility  of  such
          hazardous  materials for which COMPANY is  responsible,
          limited  to  the  extent  that CONTRACTOR  must  notify
          COMPANY  of the existence of any hazardous waste  found
          at the facility.

     6.   OBLIGATIONS OF CONTRACTOR:

          Except  as  otherwise expressly provided  for  in  this
          Contract,   CONTRACTOR  shall  furnish   all   of   the
          Personnel,  Equipment  and any  other  items  that  are
          necessary or appropriate to perform the Work, and  will
          bear   all   costs   and  expenses  involved   in   the
          maintenance, repair and operation of the Equipment  and
          the  performance of the Work.  The Personnel  shall  be
          trained and efficient and qualified to perform the Work
          and  the  Equipment shall be adequate, serviceable  and
          maintained  in  first-class  operating  condition   and
          CONTRACTOR  shall cause the Equipment to be  seaworthy,
          to  the  extent applicable.  CONTRACTOR shall  also  as
          part  of the Work apply for and obtain all governmental
          permits and approvals required for the Work.  Prior  to
          the removal of any of the Phase 1 Facilities or Phase 2
          Facilities,  COMPANY shall have the right to  designate
          and  retain  any equipment located on such  facilities.
          Except   with   respect  to  equipment  so  designated,
          CONTRACTOR  shall own, immediately upon their  removal,
          any  facilities  or  property that it  removes  in  the
          course  of  the  Work.  CONTRACTOR  shall  be  in  full
          possession  and control of the facilities and  property
          covered hereunder from the date hereof until completion
          of the Work.

     7.   WORK SCHEDULE:

          The Work schedule shall be as set out by OSFI, provided
          that   the  Work  must  be  commenced  within  30  days
          following  completion of reclamation  of  the  Caminada
          Mine  and  approval  by  the  MMS.   Phase  1  must  be
          completed as soon as practicable but not later than  12
          months  after final government permitting and/or delays
          from COMPANY or COMPANY's subcontractors or any shorter
          time frame as may be practicable and stipulated by  the
          MMS.   CONTRACTOR  will include in  its  Work  schedule
          sufficient time for COMPANY to remove any materials for
          which  COMPANY has the obligation to remove under  this
          Contract.   CONTRACTOR will allow COMPANY  to  use  its
          quarters   and   facilities   at   $60.00/man/day   and
          transportation  to and from the OSFI's dock  to  assist
          COMPANY   in   the  removal  of  any  such   materials.
          CONTRACTOR will be liable for all costs associated with
          Government    penalties,   bonding   requirements    or
          extensions for exceeding the stipulated removal window.
          COMPANY  will determine the timing and commencement  of
          the  removal  of  the Phase 2 Facilities,  taking  into
          account their potential for continued use.

     8.   COMPLIANCE WITH APPLICABLE LAW:

          CONTRACTOR  and  its Personnel shall  comply  with  all
          applicable    governmental   laws,   regulations    and
          procedures, including but not limited to those  of  the
          Minerals  Management Service and all  other  regulatory
          agencies   pertaining  to  safety,   health   and   the
          environment,  and  CONTRACTOR  shall  indemnity,   hold
          harmless  and  defend  COMPANY  from  and  against  all
          claims,  fines,  damages  or  losses  arising  out   of
          CONTRACTOR's (including its subcontractors') failure to
          comply.   CONTRACTOR  shall  consult  with  COMPANY  in
          determining  the  need for permits and  authorizations,
          shall  make  application for and obtain  all  necessary
          permits  and authorizations, and shall provide  COMPANY
          with   copies   of  all  applications,   permits,   and
          authorizations   obtained  as   part   of   the   Work.
          CONTRACTOR  shall cause its Personnel to be  adequately
          trained  in safety procedures as they pertain to  their
          duties.   CONTRACTOR shall familiarize itself with  the
          COMPANY's  Safety Practices, and follow the same  where
          applicable.  CONTRACTOR shall furnish COMPANY a copy of
          its  accident  report covering each accident  involving
          any  Personnel occurring in connection with, or  during
          the  performance  of  this CONTRACT within  twenty-four
          (24)  hours after the accident occurs.  CONTRACTOR  may
          contact COMPANY's Accident Prevention Representative at
          any time to discuss safety precautions.

     9.   ACCESS, INSPECTIONS AND ACCEPTANCE:

          CONTRACTOR  will  provide  COMPANY's  representative(s)
          with  access to its Equipment and the Work site at  all
          times,  and  will  provide safe and  proper  inspection
          facilities  to  such representatives to allow  them  to
          inspect  the Work.  The costs of providing such  access
          and   inspection   facilities  is   included   in   the
          Compensation.  CONTRACTOR will notify COMPANY  as  each
          segment  of the Work is completed and at the completion
          of  all  of  the  Work,  and in  each  case  a  COMPANY
          representative will inspect any Work that is reasonably
          susceptible  of  inspection at  that  time  and  advise
          CONTRACTOR's  representative of any deficiencies  found
          in  the course of each such inspection or indicate  its
          acceptance.   COMPANY's final acceptance is conditioned
          upon  the  acceptance by both a COMPANY  representative
          and the Minerals Management Service.  Nothing contained
          in   this   paragraph  shall  in   any   way   diminish
          CONTRACTOR's  obligations  under  Article  16  of  this
          Contract.

          Promptly following completion of each material part  of
          the  Work, CONTRACTOR will provide to COMPANY a written
          certificate which certifies to COMPANY that  that  part
          of  the Work has been completed in accordance with this
          Contract, including but not limited to compliance  with
          all   applicable  MMS  and  other  governmental   laws,
          regulations and procedures.

     10.  INDEMNITIES:

          For  purposes of this indemnification section, the term
          "CONTRACTOR  GROUP" is used as a reference individually
          and   collectively  for  CONTRACTOR  and  its   parent,
          subsidiary   and  affiliated  companies,   CONTRACTOR's
          subcontractors  and  its  and all  of  their  officers,
          directors, employees, agents, assigns, representatives,
          contractors,  and subcontractors, and the subrogees  of
          said  parties.  Similarly, the term "COMPANY GROUP"  is
          used individually and collectively for COMPANY and  its
          parent,   subsidiary  and  affiliated  companies,   its
          coventuners,  co-parties, joint working  inter  owners,
          contractors  and  subcontractors (excluding  Contractor
          and  its  subcontractors) and its and  their  officers,
          directors,     employees,    agents,    assigns     and
          representatives and the subrogees of said parties.

          10.1 CONTRACTOR shall be liable in any case of loss  or
               damage  to  CONTRACTOR GROUP's equipment,  barges,
               tugs   and   other   Equipment,   whether   owned,
               chartered, borrowed or rented  by CONTRACTOR GROUP
               arising   out   of  or  relating  to  CONTRACTOR's
               performance under this Agreement and REGARDLESS OF
               WHETHER  CAUSED  OR  BROUGHT ABOUT  BY  CONTRACTOR
               GROUP'S  OR  COMPANY GROUP'S NEGLIGENCE (INCLUDING
               SOLE,   JOINT   CONCURRENT,  ACTIVE   OR   PASSIVE
               NEGLIGENCE)   OR   ANY  OTHER  THEORY   OF   LEGAL
               LIABILITY,   INCLUDING   STRICT   LIABILITY,   THE
               UNSEAWORTHINESS    OF   ANY    VESSEL    OR    THE
               UNAIRWORTHINESS  OF ANY AIRCRAFT,  and  CONTRACTOR
               shall release, defend, protect, indemnify and hold
               harmless COMPANY GROUP from and against any  loss,
               cost,  claim,  obligation  to  indemnify  another,
               suit,   judgment,   award  or  damage   (including
               reasonable   attorney's  fees  and  expenses)   on
               account of such loss or damage.

          10.2 CONTRACTOR shall be liable in any case of illness,
               injury  or  death, suffered by CONTRACTOR  GROUP's
               employees  and other Personnel arising out  of  or
               relating  to CONTRACTOR's performance  under  this
               Agreement  AND  REGARDLESS OF  WHETHER  CAUSED  OR
               BROUGHT  ABOUT  BY CONTRACTOR GROUP'S  OR  COMPANY
               GROUP'S   NEGLIGENCE   (INCLUDING   SOLE,   JOINT,
               CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE)  OR  ANY
               OTHER  THEORY OF LEGAL LIABILITY, INCLUDING STRICT
               LIABILITY,  THE UNSEAWORTHINESS OF ANY VESSEL,  OR
               THE   UNAIRWORTHINESS   OF   ANY   AIRCRAFT,   and
               CONTRACTOR   shall   release,   defend,   protect,
               indemnify and hold harmless COMPANY GROUP from and
               against  any  loss,  cost,  claim,  obligation  to
               indemnify another, suit, judgment, award or damage
               (including   reasonable   attorney's   fees    and
               expenses) on account of any such illness,  injury,
               or death.

          10.3 COMPANY  shall be liable in any case  of  loss  or
               damage  to COMPANY GROUP's property which  is  the
               subject of the Work, equipment, barges, and  tugs,
               either  owned  or rented and operated  by  COMPANY
               GROUP,   arising  out  of  or  relating   to   its
               performance under the Agreement AND REGARDLESS  OF
               WHETHER CAUSED OR BROUGHT ABOUT BY COMPANY GROUP'S
               OR  CONTRACTOR GROUP'S NEGLIGENCE (INCLUDING SOLE,
               JOINT,  CONCURRENT, ACTIVE OR PASSIVE  NEGLIGENCE)
               OR  ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING
               STRICT  LIABILITY  OR THE UNSEAWORTHINESS  OF  ANY
               VESSEL,   and   COMPANY  shall  release,   defend,
               protect,  indemnify  and hold harmless  CONTRACTOR
               GROUP  from  and  against any loss,  cost,  claim,
               obligation  to indemnify another, suit,  judgment,
               award  or  damage (including reasonable attorney's
               fees  and  expenses) on account of  such  loss  or
               damage.   However,  COMPANY shall  not   owe  this
               release  and indemnification with respect  to  any
               COMPANY  GROUP property which is lost  or  damaged
               prior to the effective date hereof.

          10.4 COMPANY  shall be liable in any case  of  illness,
               injury  or  death,  suffered by   COMPANY  GROUP's
               employees  arising  out  of  or  relating  to  its
               performance under the Agreement AND REGARDLESS  OF
               WHETHER CAUSED OR BROUGHT ABOUT BY COMPANY GROUP'S
               OR  CONTRACTOR GROUP'S NEGLIGENCE (INCLUDING SOLE,
               JOINT,  CONCURRENT, ACTIVE OR PASSIVE  NEGLIGENCE)
               OR  ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING
               STRICT  LIABILITY  OR THE UNSEAWORTHINESS  OF  ANY
               VESSEL,   and   COMPANY  shall  release,   defend,
               protect,  indemnify  and hold harmless  CONTRACTOR
               GROUP  from  and  against any loss,  cost,  claim,
               obligation  to indemnify another, suit,  judgment,
               award  or  damage (including reasonable attorney's
               fees and expenses) on account of any such illness,
               injury or death.

          10.5 The  indemnity obligations voluntarily assumed  by
               CONTRACTOR and COMPANY under this Clause shall  be
               supported by available liability insurance  in  at
               least  the  amounts listed below, which  shall  be
               primary  to  any other insurance provided  by  the
               Party  being  indemnified  herein.   COMPANY   and
               CONTRACTOR  agree to have their underwriters  name
               each other as additional assureds but only to  the
               extent   of  the  indemnity  obligations   assumed
               hereunder and to secure full and complete  waivers
               of  subrogation  in  the  policies  covering  such
               illness, injury or death and damage to or loss  or
               destruction  of  property, to the  extent  of  the
               indemnity  obligations  assumed  hereunder.   Such
               additional assureds shall be entitled to the  full
               limits   of   all   policies  actually   obtained,
               including  excess or umbrella insurances,  to  the
               extent   of  the  indemnity  obligations   assumed
               hereunder).  The limits and coverages of the  said
               insurances  shall in no way limit the  liabilities
               or  obligations assumed by the Parties under  this
               Clause.   If it is judicially determined that  the
               monetary limits of insurance required hereunder or
               the  indemnities assumed under this Clause  exceed
               the  maximum  monetary limits or  scope  permitted
               under  applicable  law, it  is  agreed  that  said
               insurance   requirements  or   indemnities   shall
               automatically be amended to conform to the maximum
               monetary limits or scope permitted under such law.
               To  the  extent that a Party has assumed liability
               under   this   Contract,  it  shall  likewise   be
               obligated  to  pay the applicable  deductibles  or
               retainages  provided  in the applicable  insurance
               policies.

     11.  INSURANCE:

          11.1 CONTRACTOR agrees to carry or cause to be  carried
               with    an    insurance   company   or   companies
               satisfactory  to  COMPANY  and  authorized  to  do
               business  in the areas of operation covered  under
               this  Contract, insurance coverage with limits  of
               not  less  than  those set forth in this  Article,
               such  coverage to include, but not be limited  to,
               liability  assumed  under the indemnity  and  hold
               harmless provisions of this Contract.  Each policy
               shall also comply with the requirements set out in
               Section 10.5 of this Contract.

               CONTRACTOR shall provide the COMPANY a certificate
               evidencing  the  required  insurance   and   shall
               require   its  subcontractors  to  carry   similar
               insurance to that which it is required to carry.

               (i)  Workers' Compensation and Employer's Liability Insurance
                    with limits of liability of not less than One Million
                    Dollars ($1,000,000.) covering all of CONTRACTOR's
                    employees, and all employees of any subcontractor
                    engaged in the Work to be performed hereunder;
               (ii) Comprehensive General Liability including Contractual
                    Liability.
                    Bodily Injury       $1,000,000.00 each person
                                   $1,000,000.00 each occurrence
                    Property   Damage       $1,000,000.00    each
                    occurrence
               (iii)      Protection  and Indemnity insurance  on
                    Form  SP-23 or equivalent endorsed to include
                    collision,    contractual    and    pollution
                    liability  coverage with limits of  not  less
                    than $1 million.
               (iv) Hull and Machinery coverage on all risk basis
                    for the fair market value of the vessel.
               (v)  Excess liability insurance with limits of not
                    less than $10MM.
               (vi) In  addition, for all Work performed  in  any
                    navigable  waters, including but not  limited
                    to  any  bay,  lake,  river  or  stream,  the
                    following    insurance    requirements    are
                    applicable:
                    Endorsements to the Workers' Compensation and
                    Employer's  Liability  policy  extending  the
                    policy to provide when applicable:

                    (a)  Federal Longshoremen's and Harbor Workers Compensation
                         insurance and extended to the Outer Continental Shelf.
(b)  Extension of Coverage B to provide Employer's Liability
under Admiralty jurisdiction including the Jones Act, with Marine
and Voluntary Compensation endorsed for transportation,
maintenance, wages and cure with limits of not less than U.S.
$500,000.00 per person, U.S. $500,000.00 per occurrence.
                    (c)  In Rem Endorsement;
                    (d)  Extension of territorial limits to include the areas of
                         operation under this Contract.

                    Endorsements  to  the  Comprehensive  General
                    Liability  policy  extending  the  policy  to
                    provide:

                    (a)  Deletion of watercraft exclusion provision to cover all
                         vessels not insured under a Protection and Indemnity
                         policy.
                    (b)  In Rem Endorsement.
                    (c)  Extension or territorial limits to include the areas of
                         operation under this Contract.

     12.  FORCE MAJEURE:

          Any  delays  in  or failures of performance  by  either
          party  shall not constitute default hereunder  or  give
          rise  to  any claims for damages, if and to the  extent
          such  delays or failures of performance are  caused  by
          occurrences  of  Force Majeure.  For purposes  of  this
          Contract,  Force Majeure includes, but is  not  limited
          to,  acts  of God, acts of the public enemy,  laws  and
          regulations, wars or warlike action (whether actual  or
          impending)  arrests and other restraints of  government
          (civil  or military), blockades, insurrections,  riots,
          epidemics,  landslides, lightning, earthquakes,  fires,
          sabotage,   tropical  storms  and   hurricanes,   civil
          disturbances, tidal waves, explosions, confiscation  or
          seizure  by  any government or other public  authority,
          and  any  other  causes, whether  of  the  kind  herein
          enumerated or otherwise, that are not reasonably within
          the control of the Party claiming a suspension and that
          could  not  have  been  overcome  by  the  exercise  of
          ordinary  diligence  but shall  not  include  COMPANY's
          obligations to make payments to CONTRACTOR.  The  Party
          experiencing Force Majeure shall notify the other Party
          with reasonable promptness of the existence of any such
          Force  Majeure and the probable duration  thereof,  and
          shall  provide the other Party from time to  time  with
          correct   information  concerning  same.    The   Party
          experiencing  Force Majeure shall take  all  reasonable
          actions  to remove the cause of Force Majeure.   In  no
          event  shall  Force Majeure excuse the failure  to  pay
          amounts due, to honor indemnity obligations under  this
          Contract or release CONTRACTOR from the performance  of
          the  Work  hereunder, given appropriate delays  due  to
          Force Majeure events.

          13.                      NOTICES:

          All  notices, requests and other communications between
          the  Parties hereunder will be in writing and shall  be
          effective when delivered by hand or when  faxed to  the
          party   to  which  it  is  directed  at  the  following
          respective addresses/fax numbers:

          COMPANY:
                 Freeport        McMoRan       Sulphur        LLC
1615 Poydras Street
          New Orleans, LA  70112
          Attention: David C. Landry
                 V.P. & General Manager
          Fax No.:  504.582.4339

          CONTRACTOR:
          Offshore Specialty Fabricators, Inc.
          115 Menard Road/P.O. Box 1420
          Houma, Louisiana 70363/70361
          Attention: Jay Henderson
                         V.P.  and  General  Manager  -  Offshore
Division
          FAX No.:  985.868.0711

     14.  LAW:

          AS  THIS  CONTRACT IS MARITIME IN NATURE, THIS CONTRACT
          SHALL  BE INTERPRETED AND CONSTRUED IN ACCORDANCE  WITH
          UNITED  STATES  GENERAL  MARITIME  LAW  EXCLUDING   ANY
          CONFLICTS  OF  LAWS PRINCIPLES WHICH WOULD  DIRECT  THE
          SUBSTANTIVE LAW OF ANOTHER JURISDICTION TO APPLY.

     15.  ASSIGNABILITY:

          Neither  Party  shall  have the  right  to  assign  its
          obligations  under  this  Contract  without  the  prior
          written consent of the other Party.

     16.  WARRANTIES:

          CONTRACTOR  hereby  warrants and  guarantees  the  Work
          which  CONTRACTOR and its subcontractors perform  under
          this  Contract  to be free of defects and  deficiencies
          until  the  earlier  to occur of: (a)  six  (6)  months
          following the acceptance of the Work by COMPANY, or (b)
          the  date on which the Minerals Management Service  has
          inspected and approved the Work. Upon receipt of notice
          from OWNER, CONTRACTOR will promptly correct the defect
          or deficiency, at CONTRACTOR's sole expense.  The above
          undertakings  are  in  lieu of any  other  warranty  of
          materials  or workmanship by CONTRACTOR and  all  other
          implied  warranties, including any of  merchantability,
          fitness   for   a  particular  purpose  or  workmanlike
          performance  are excluded, and except  as  provided  in
          this paragraph, CONTRACTOR shall not be liable for  any
          claims  based  on  defective  workmanship  or  material
          regardless  of  the  cause  and  even  if   caused   by
          CONTRACTOR's negligence.

     17.  CONSEQUENTIAL DAMAGES:

          Notwithstanding  anything  to  the  contrary  contained
          elsewhere  herein,  neither CONTRACTOR  (including  its
          subcontractors)  nor  COMPANY  (including   its   other
          contractors)  shall  be liable to  the  other  for  any
          consequential, indirect or punitive damages of any kind
          or  character, including, but not limited to,  loss  of
          use,  loss of profit, loss of revenue, loss of  product
          or production, reservoir damage, or loss of hole damage
          due  to  blowout or cratering, whenever  arising  under
          this  Contract  or as a result of, relating  to  or  in
          connection  with  the  Work  hereunder,  REGARDLESS  OF
          WHETHER  SUCH CLAIM IS BASED OR CLAIMED TO BE BASED  ON
          NEGLIGENCE  (INCLUDING SOLE, JOINT, ACTIVE, PASSIVE  OR
          CONCURRENT         NEGLIGENCE),        UNSEAWORTHINESS,
          UNAIRWORTHINESS, FAULT, BREACH OF WARRANTY,  BREACH  OF
          CONTRACT, STATUTE, STRICT LIABILITY OR OTHERWISE.

     18.  THIRD PARTIES:

          Except as specifically set forth elsewhere herein, this
          contract  shall not be construed to confer any  benefit
          on  any  third  party not a Party to this Contract  nor
          shall  it  provide any rights to such  third  party  to
          enforce its provisions.

     19.  WAIVER:

          No benefit or right accruing to either Party under this
          Contract  shall be waived unless the waiver is  reduced
          to writing and signed by both Parties to this Contract.
          The  failure  of either Party to exercise  any  of  its
          rights under this Contract shall in no way constitute a
          waiver  of those rights, nor shall such failure  excuse
          the  other Party from any of its obligations under this
          Contract.

     20.  POLLUTION:

          With  respect  to  pollution control and  removal,  the
          distribution of risks shall be as follows:

          20.1 CONTRACTOR shall exercise all reasonable diligence
               to  conduct its operations in a manner  that  will
               prevent  pollution or contamination and CONTRACTOR
               shall endeavor to comply with all applicable laws,
               ordinances, permits, rules, regulations and  lease
               or   contract   provisions  regarding   pollution.
               CONTRACTOR  shall  not permit  trash,  waste  oil,
               bilge  water, or other pollutants to be discharged
               or  to escape from CONTRACTOR's equipment into the
               waterways  or  seat.   CONTRACTOR  will  take  all
               reasonable  measures to instruct its personnel  in
               such  matters  and  to prevent such  pollution  or
               contamination  and  will clean  up  any  pollution
               caused by it in the course of operations under the
               Contract.   The intent of this Clause  is  not  to
               limit  or  conflict  with the responsibilities  of
               CONTRACTOR  or  the  COMPANY  as  further  defined
               within the Contract.

          20.2 CONTRACTOR's Responsibilities:
                  CONTRACTOR shall assume all responsibility for,
               and  release, defend, protect, indemnify and  hold
               harmless COMPANY GROUP from and against any  loss,
               cost,   suit,   judgment,  award,  obligation   to
               indemnify  another, or damage arising  out  of  or
               relating  to pollution or contamination, including
               the  cost of control and removal of pollution  and
               contamination which

               (i)  originates  on  or above the surface  of  the
                    land  or water from spills or leaks of  fuel,
                    lubricants,  motor  oil, pipe  dope,  paints,
                    solvents, ballasts, bilge, garbage, sewerage,
                    scrap   steel   and   other   materials    in
                    CONTRACTOR's    possession    and    control,
                    REGARDLESS  OF WHETHER CAUSED BY CONTRACTOR'S
                    OR COMPANY'S NEGLIGENCE OF OTHER FAULT or

               (ii)   results  from leakage or other uncontrolled
                    flow  of  oil, gas, water, or any combination
                    thereof,  from pipelines, including lines  on
                    or  in submerged lands, which are ruptured or
                    damaged  by CONTRACTOR GROUP's rigs,  barges,
                    vessels,    anchors   or   other   equipment,
                    regardless  of whether caused by CONTRACTOR's
                    negligence or others fault.

          20.3 COMPANY's Responsibilities:
               COMPANY  shall assume all responsibility for,  and
               release,  defend,  protect,  indemnify  and   hold
               harmless  CONTRACTOR GROUP from  and  against  any
               loss,   cost,   suit,  demand,  judgment,   award,
               obligation to indemnify another, or damage arising
               out  of or relating to pollution or contamination,
               including control and removal, which:

               (i)  originates on or above the surface of the land or water from
                    spills or leaks of fuel, lubricants, motor oil, pipe dope,
                    paints, solvents, ballasts, bilge, garbage, sewerage, scrap
                    steel and other materials emanating from COMPANY's or
                    COMPANY's other contractors' vessels or equipment from
                    the facilities and equipment which are to be included
                    therein (other than from CONTRACTOR's Work), REGARDLESS
                    OF WHETHER CAUSED BY CONTRACTOR'S NEGLIGENCE OF OTHER
                    FAULT; or

               (ii) results from fire, blowout, cratering, seepage, or any other
                    uncontrolled flow, from the surface or the subsurface of
                    oil, gas, water, or any combination thereof, from wells
                    located in or connected with the facilities included in
                    the Work during the conduct of operations hereunder AND
                    REGARDLESS OF WHETHER CAUSED BY COMPANY'S OR CONTRACTOR'S
                    NEGLIGENCE OR OTHER FAULT; or

               (iii)     results from leakage or other uncontrolled flow of oil,
                    gas, water, or any combination thereof, from pipelines,
                    or third party vessels, including lines on or in submerged
                    lands, which are ruptured or damaged by COMPANY's or
                    COMPANY's other contractors' rig, barge, anchors or other
                    equipment, IF CAUSED BY COMPANY'S NEGLIGENCE.

     21.  INDEPENDENT CONTRACTOR:

          For  all  purposes  under the terms of  this  Contract,
          CONTRACTOR   shall   be   considered   an   independent
          contractor  vis-a-vis COMPANY, and this Contract  shall
          not  be  deemed to have created a partnership or  joint
          venture between the parties with regard to the Work  to
          be   performed  hereunder,  it  being  understood  that
          COMPANY shall have no control over the details  of  the
          Work   to   be   performed  hereunder,  COMPANY   being
          interested only in the results obtained.

     22.  DEFAULT AND TERMINATION:

          If  CONTRACTOR or any subcontractor materially breaches
          any  provision  hereof  or  becomes  insolvent,  enters
          voluntary  or  involuntary bankruptcy  or  receivership
          proceeding  or  makes  an  assignment  for  benefit  of
          creditors, COMPANY shall have the right (in addition to
          any  other rights or remedies it may have) to terminate
          this  Contract  by  giving CONTRACTOR  written  notice;
          whereupon  COMPANY  shall be relieved  of  all  further
          obligations  hereunder, except to  pay  the  reasonable
          value of CONTRACTOR's prior performance; and CONTRACTOR
          shall  be  liable to COMPANY for all costs incurred  by
          COMPANY  in  affecting  completion  of  performance  in
          excess of the Compensation hereunder.  COMPANY shall be
          entitled to offset the amount of its payment obligation
          as  described above against the reasonably  anticipated
          amount  of the costs for which CONTRACTOR is liable  as
          described above.  COMPANY's obligations hereunder shall
          not be affected by any previous waiver, forbearance  or
          course of dealing.  Time is of the essence hereof.

     23.  ENTIRE AGREEMENT.

          This Contract, Exhibit A, and Exhibit B form the entire
          agreement between the Parties. Exhibit A and Exhibit  B
          are specifically adopted herein and made a part hereof.

     IN WITNESS WHEREOF, the parties have executed this Contract,
as of the date herein above set forth.


OFFSHORE SPECIALTY FABRICATORS, INC.:

   /s/ Rocky Hendersen
  ----------------------------
By:    Rocky Hendersen
Title: President

Freeport-McMoRan Sulphur LLC

    /s/ David C. Landry
   ---------------------------
By: David C. Landry
Title: Vice President and General Manager