AIRCRAFT DRY LEASE


     This Lease of aircraft is made effective as of December 1, 1998,
by and between Equipment Management Systems, LLC, a Mississippi
limited liability company, with an address of Bank of Mississippi
Building, 525 East Capitol Street, Suite 402, Jackson, Mississippi
39201 (hereinafter referred to as "Lessor") and Friede Goldman
International Inc., a Mississippi corporation, with an address of
Suite 402, 525 East Capitol Street, Jackson, Mississippi  39201
(hereinafter referred to as "Lessee").

                              RECITALS
                                  
     The parties recite that:

I.   WHEREAS, Lessor is the registered owner of the following
aircraft, together with the Engines, APU(s) and all appliances, parts,
instruments, avionics and appurtenances thereto, including any
replacement part(s) or engine(s) which may be installed on the
Aircraft from time to time, and all logs, manuals and other records
relating to such Aircraft (hereinafter collectively referred to as the
"Aircraft"):

          FAA Registration Number:      N847RH
          Aircraft Serial Number:       258224
          Aircraft Manufacturer:        British Aerospace BAE
          Aircraft Model:               125 Hawker 800A
          Aircraft Year:                1993

A.   WHEREAS, Lessee desires to lease the Aircraft under such terms
and conditions as are mutually satisfactory to the parties.
<PAGE>
     The parties agree as follows:

                             SECTION ONE
                          LEASE OF AIRCRAFT

     Lessor agrees to lease the Aircraft to Lessee on a nonexclusive
basis.  Lessee shall pay Lessor as basic rent for the Aircraft, the
amount of Eighty-five Thousand and 00/100 Dollars ($85,000.00) per
month, payable in advance, on the first day of each month.  The first
payment of basic rent is due upon the commencement date of this Lease. 
Rent for any fractional month at the beginning or the end of the term
of this Lease shall be prorated. It is the intention of the parties
and they hereby agree that this shall be an absolutely net lease and
Lessor shall have no obligation to provide any services, perform any
acts or pay any expenses, charges, obligations or costs of any kind
whatsoever with respect to the Aircraft and Lessee hereby agrees to
pay any and all such expenses, charges, obligations and costs. 

     It shall be conclusively presumed between the parties that Lessee
has fully inspected the Aircraft having knowledge that it is in good
condition and repair and that Lessee is satisfied with and has
accepted the Aircraft in such condition and repair.    THE AIRCRAFT IS
LEASED "AS IS" AND "WHERE IS."   LESSOR HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING
FITNESS FOR A PARTICULAR PURPOSE. 
<PAGE>
                             SECTION TWO
                                TERM

     This Lease will commence on the date first above written and
continue for one year after said date.  Thereafter, this Lease will be
automatically renewed on an annual basis, unless sooner terminated by
either party as hereinafter provided.  Either party may at any time
terminate this Lease upon thirty (30) days written notice to the other
party, delivered personally or by certified mail, return receipt
requested, at the address for said other party as set forth above.

                            SECTION THREE
                  COMMERCIAL OPERATION RESTRICTION

     Neither Lessee nor Lessor will make the Aircraft available for
hire within the meaning of the Federal Aviation Regulations.  The
Aircraft is to be operated strictly in accordance with 14 C.F.R. Part
91.

                            SECTION FOUR
                              INSURANCE

     At all times during the term of this Lease, Lessee will cause to
be carried and maintained physical damage insurance with respect to
the Aircraft in the amount set forth below:

          Aircraft Physical Damage           $9,500,000.00
          (No Deductible While
          In Motion or Not In Motion)

     At all times during the term of this Lease, Lessee will also
cause to be carried and maintained third party aircraft liability
insurance, passenger legal liability 
<PAGE>
insurance, property damage liability insurance, and medical expense
insurance in the amounts set forth below:

          Combined Liability Coverage for
          Bodily Injury and Property Damage
          Including Passengers -
          Each Occurrence                    $25,000,000.00

          Medical Expense Coverage -
          Each Person                        $10,000.00

Lessee will also bear the cost of paying any deductible amount on any
policy of insurance in the event of a claim or loss.

     Any policies of insurance carried in accordance with this Lease: 
(i) shall name Lessor as an additional insured; (ii) shall contain a
waiver by the underwriter thereof of any right of subrogation against
Lessor; (iii) shall provide that in respect of the interests of
Lessor, such policies of insurance shall not be invalidated by any
action or inaction of Lessee or any other person and shall insure
Lessor (subject to the limits of liability and war risk exclusion set
forth in such policies) regardless of any breach or any violation of
any warranty, declarations or conditions contained in such policies by
Lessee or any other person; and (iv) shall provide that if the
insurers cancel insurance for any reason whatsoever, or the same is
allowed to lapse for non-payment of premium, or if there is any
material change in policy terms and conditions, such a cancellation,
lapse or change shall not be effective as to Lessor.  Each liability
policy shall be primary without right of contribution from any other
insurance which is carried by Lessee or Lessor and shall expressly
provide that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a
separate policy covering each insured.
<PAGE>
     Lessee will submit this Lease for approval to the insurance
carrier for each policy of insurance on the Aircraft.  Lessee will
arrange for a Certificate of Insurance evidencing appropriate coverage
as to the Aircraft and the satisfaction of the requirements set forth
above to be given by its insurance carriers to Lessor.

                            SECTION FIVE
                         RESTRICTIONS ON USE

     Lessee may operate the Aircraft only for the purposes and within
the geographical limits set forth in the insurance policy or policies
obtained in compliance with this Lease.  The Aircraft will be operated
at all times in accordance with the flight manual and all
manufacturer's suggested operating procedures.  Furthermore, Lessee
will not use the Aircraft in violation of any foreign, federal, state,
territorial, or municipal law or regulation and will be solely
responsible for any fines, penalties, or forfeitures occasioned by any
violation by Lessee.  If such fines or penalties are imposed on Lessor
and paid by Lessor, Lessee will reimburse Lessor for the amount
thereof within thirty (30) days of receipt by Lessee of written demand
from Lessor.  Lessee will not base the Aircraft, or permit it to be
based, outside the limits of the United States of America, without the
written consent of Lessor.

     The Aircraft will be flown only by certificated and qualified
pilots and will be maintained only by certificated and qualified
mechanics.  In the event the insurance on the Aircraft would be
invalidated because Lessee is unable to obtain certificated and
qualified pilots and mechanics, Lessee will not operate the Aircraft
until such time as certificated and qualified pilots and mechanics are
obtained and insurance on the Aircraft is made valid.
<PAGE>
     Lessee will not directly or indirectly create, incur, assume or
suffer to exist any lien on or with respect to the Aircraft.  Lessee
will promptly, at its own expense, take such action as may be
necessary to discharge any lien not excepted above if the same will
arise at any time.

                             SECTION SIX
                        INSPECTION BY LESSOR

     Lessee agrees to permit Lessor or any authorized agent to inspect
the Aircraft at any reasonable time and to furnish any information in
respect to the Aircraft and its use that Lessor may reasonably
request.

                            SECTION SEVEN
                             ALTERATIONS

     Except in accordance with other written agreements entered into
subsequent to the date of this Lease between Lessee and Lessor
regarding maintenance of the Aircraft, Lessee will not have the right
to alter, modify, or make additions or improvements to the Aircraft
without the written permission of Lessor.  All such alterations,
modifications, additions, and improvements as are so made will become
the property of Lessor and will be subject to all of the terms of this
Lease.

                            SECTION EIGHT
                       MAINTENANCE AND REPAIR

     Lessee, at Lessee's own cost and expense, will repair and
maintain the Aircraft during the term of this Lease so as to keep it
in as good and safe operating condition as when delivered by Lessor to
Lessee, ordinary wear and tear from use and ordinary deterioration
excepted.  Lessee will pay all costs and expenses of replacement parts
<PAGE>
and accessories, including transportation charges thereon.  Lessee
will be entitled to any and all salvage from broken or worn out parts. 
The workers who inspect, maintain, and repair the Aircraft on Lessee's
behalf will not be employees of Lessor, but will at all times be
employees of Lessee or independent contractors, and Lessor will have
no control or authority to direct, employ, discharge or pay
compensation to such employees.  Subject to the foregoing limitations,
Lessee agrees to indemnify Lessor against any liability arising from
the negligent repair and maintenance of the Aircraft, as well as from
failure to repair and maintain the Aircraft, and also against any
claim or liability arising out of the repair work, and the delivery of
material to and from the place where such repair and maintenance work
is performed.

     All inspections, repairs, modifications, maintenance, and
overhaul work to be accomplished by Lessee will be performed by
personnel certificated to perform such work and will be performed in
accordance with the standards set by the Federal Aviation Regulations. 
Lessee will maintain all log books and records pertaining to the
Aircraft during the term of this Lease in accordance with the Federal
Aviation Regulations.  Such records will be made available for
examination by Lessor, and Lessee, at the termination of this Lease,
will deliver such records to Lessor.

                            SECTION NINE
                         DEFAULT AND REMEDY

     Lessee shall be in breach of this Lease if Lessee defaults in the
performance of any of its obligations under this Lease and such
default continues for five (5) days after receipt by Lessee of written
notice thereof from Lessor,  unless such default shall be of such a
nature that the same cannot be completely remedied or cured 
<PAGE>
within such five (5) day period, then such default shall not be a
breach of this Lease for the purposes of this Section if Lessee shall
have commenced curing such default within such five (5) day period and
shall proceed with reasonable diligence and in good faith to remedy
the default. In the event of any breach by Lessee, Lessee shall not
fly the Aircraft and Lessor shall have the right to repossess the
Aircraft without further demand, notice or court order, or other
process of law and Lessor shall have the right to terminate this Lease
immediately.  Exercise by Lessor of either or both of the rights
specified above shall not prejudice Lessor's right to pursue any
remedy available to Lessor in law or equity.

     Lessor shall be in breach of this Lease if Lessor defaults in its
obligations under this Lease and such default continues for five (5)
days after receipt by Lessor of written notice thereof from Lessee,
unless such default shall be of such a nature that the same cannot be
completely remedied or cured within such five (5) day period, then
such default shall not be a breach of this Lease for the purposes of
this Section if Lessor shall have commenced curing such default within
such five (5) day period and shall proceed with reasonable diligence
and in good faith to remedy the default.  In the event of any breach
by Lessor, Lessee shall have the right to terminate this Lease
immediately and to pursue any remedy available to Lessee in law or
equity. Exercise by Lessee of any of the rights specified above shall
not prejudice Lessee's right to pursue any other remedy available to
Lessee in law or equity.

     The failure of either party to enforce strictly any provision of
this Lease shall not be construed as a waiver thereof and shall not
preclude such party from demanding performance in accordance with the
terms hereof. 
<PAGE>
                             SECTION TEN
                                TITLE

     The registration of and title to the Aircraft will be in the name
of the Lessor, and the Aircraft, at all times during the term of this
Lease or any extension, will bear United States registration markings. 
All responsibility and obligations in regard to the operation of the
Aircraft as above owned, registered, and marked will be borne by
Lessee during the term of this Lease.

                           SECTION ELEVEN
                          PAYMENT OF TAXES

     Lessor will pay or cause to be paid all taxes incurred by reason
of ownership of the Aircraft during the term of this Lease, including
personal property taxes.  Lessee shall pay its proportional share of
personal property taxes, based on Lessee's hours of use of the
Aircraft as a percentage of the entire number of hours of use of the
Aircraft for the calendar year for which the personal property taxes
are imposed.   Lessee will pay all taxes associated with Lessee's use
of the Aircraft on Lessee's own business, including landing fees, fuel
taxes, and any other taxes or fees which may be assessed against a
specific flight by Lessee.

                           SECTION TWELVE
                             ASSIGNMENT

     Lessee shall not assign this Lease or any interest in the
Aircraft, or sublet the Aircraft, without prior written consent of
Lessor.  Subject to the foregoing, this Lease inures to the benefit
of, and is binding on, the heirs, legal representatives, successors,
and permitted assigns of the parties.
<PAGE>
                          SECTION THIRTEEN
                         ACCIDENT AND CLAIM

     Lessee will immediately notify Lessor of each accident involving
the Aircraft, which notification will specify the time, place, and
nature of the accident or damage, the names and addresses of parties
involved, persons injured, witnesses, and owners of properties
damaged, and such other information as may be known.  Lessee will
advise Lessor of all correspondence, papers, notices, and documents
whatsoever received by Lessee in connection with any claim or demand
involving or relating to the Aircraft or its operation, and will aid
in any investigation instituted by Lessor and in the recovery of
damages from third persons liable therefor.
<PAGE>
                          SECTION FOURTEEN
                          INDEMNIFICATION 

     Lessee assumes liability for, and hereby agrees to indemnify,
defend, protect, save, keep and hold harmless Lessor, its successors,
agents, accountants, counsel, affiliates and assigns  from and against
any and all claims, liabilities, demands, obligations, losses,
damages, penalties, claims (including without limitation, claims
involving strict or absolute liability in tort), actions, suits,
costs, expenses and disbursements (including, without limitation,
reasonable legal fees and expenses) of any kind and nature whatsoever
("Claims") which may be imposed on, incurred by or asserted against
Lessor, in any way relating to or arising out of this Lease, and/or
the operation of the Aircraft, or the performance or enforcement of
any of the terms hereof, or in any way relating to or arising out of
the manufacture, or, as contemplated under this Lease, acceptance,
rejection, ownership, delivery, lease, possession, use, operation,
maintenance, function, registration, sale, return, storage,
termination or other disposition of the Aircraft or any part thereof
or any accident in connection therewith (including, without
limitation, latent and other defects, whether or not discoverable). 
If any Claim is made against Lessor, Lessor shall promptly notify
Lessee and cooperate fully in the defense or settlement.  Whether the
indemnity granted by Lessee to Lessor herein is deemed subordinate or
primary to any other indemnity to which each Lessor may be entitled,
Lessor may look solely to Lessee and need not pursue any Claims
against any third person prior to or subsequent to seeking the
indemnity from Lessee hereunder.  Lessor shall have the opportunity,
but not the obligation, to defend if Lessee fails to assert a defense
in any such Claim hereunder, the cost of which defense shall be borne
by Lessee.   THE INDEMNITIES 
<PAGE>
IN THIS SECTION SHALL CONTINUE IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE EXPIRATION OR OTHER TERMINATION OF THIS LEASE.

                           SECTION FIFTEEN
                    RETURN OF AIRCRAFT TO LESSOR

     On the termination of this Lease by expiration or otherwise,
Lessee will return the Aircraft to Lessor at Jackson International
Airport (JAN), in as good operating condition and appearance as when
received, ordinary wear, tear and deterioration excepted, and will
indemnify Lessor against any claim for loss or damage occurring prior
to the actual physical delivery of the Aircraft to Lessor.

                           SECTION SIXTEEN
                      MODIFICATION OF AGREEMENT

     This Lease constitutes the entire understanding between the
parties, and any change or modification must be in writing and signed
by both parties.

                          SECTION SEVENTEEN
                               NOTICES

     All communications and notices provided for herein shall be in
writing and shall become effective when delivered by facsimile
transmission (to Lessor at 601-352-0588 or to Lessee at 601-352-1052)
or by Federal Express or other overnight courier or four (4) days
following deposit in the United States mail, with correct postage for
first-class mail  prepaid, addressed to Lessor or Lessee at their
respective addresses set forth above, or else as otherwise directed by
the other party from time to time in writing.
<PAGE>
                          SECTION EIGHTEEN
                            GOVERNING LAW

     This Lease is entered into under, and is to be construed in
accordance with, the laws of the State of Mississippi.

                          SECTION NINETEEN
                     TRUTH IN LEASING STATEMENT

     THE AIRCRAFT, A BRITISH AEROSPACE BAE 125 HAWKER 800A
MANUFACTURER'S SERIAL NO.  258224, CURRENTLY REGISTERED WITH THE
FEDERAL AVIATION ADMINISTRATION AS N847RH, HAS BEEN MAINTAINED AND
INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE
DATE OF THIS LEASE.

     THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91
FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE.  DURING THE DURATION
OF THIS LEASE, FRIEDE GOLDMAN INTERNATIONAL INC., SUITE 402, 525 EAST
CAPITOL STREET, JACKSON, MISSISSIPPI  39201, IS CONSIDERED RESPONSIBLE
FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE.

     AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND
PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE
NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

     THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING
REQUIREMENTS" ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.
<PAGE>
     I, THE UNDERSIGNED, JOBIE T. MELTON, JR., CHIEF FINANCIAL OFFICER
OF FRIEDE GOLDMAN INTERNATIONAL INC., SUITE 402, 525 EAST CAPITOL
STREET, JACKSON, MISSISSIPPI  39201, CERTIFY THAT IT IS RESPONSIBLE
FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS
RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
REGULATIONS.

     IN WITNESS WHEREOF, the parties have executed this Lease.

                         EQUIPMENT MANAGEMENT SYSTEMS, LLC



                         By: _____________________________________
                                        J. L. Holloway, Member
                         ________________________________________
                         Date and Time of Execution


                         FRIEDE GOLDMAN INTERNATIONAL INC.



                         By: ____________________________________
                              Jobie T. Melton, Jr., Chief Financial
                              Officer

                              Date and Time of Execution        
<PAGE>

         INSTRUCTIONS FOR COMPLIANCE WITH "TRUTH IN LEASING"
                            REQUIREMENTS



1.   Mail a copy of the lease agreement to the following address via
     certified mail, return receipt requested, immediately upon
     execution of the agreement (14 C.F.R. 91.23 requires that the
     copy be sent within twenty-four hours after it is signed):

          Federal Aviation Administration
          Aircraft Registration Branch
          ATTN:  Technical Section
          P.O. Box 25724
          Oklahoma City, Oklahoma  73125

2.   Telephone the nearest Flight Standards District Office at least
     forty-eight hours prior to the first flight under this lease
     agreement.

3.   Carry a copy of the lease agreement in the aircraft at all times.