SUBSTITUTION OF EQUIPMENT and
                         SECURITY AGREEMENT

     THIS SUBSTITUTION OF EQUIPMENT and SECURITY AGREEMENT ( the
"Agreement" ), is entered into as of December , 1998, by and between
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation with an
address at 1000 Windward Concourse, Ste. 403, Alpharetta GA 30005
("Secured Party"), and HAM MARINE, INC., a corporation organized and
existing under the laws of the State of Mississippi with its chief
executive offices located at 3400 Litton Road, Pascagoula, MS 39567
("Debtor").

                              RECITALS

     WHEREAS, Debtor and Secured Party entered into a FIRST PREFERRED
MORTGAGE and related documents dated as of February 27, 1998 ( the
"Mortgage" ), whereby Debtor granted Secured Party a security interest
in and against that certain twin hull semi-submersible ocean service
barge named the "Dual Carrier", bearing U.S. Coast Guard official
number 1 0 6 2 5 7 6 ( the "Vessel" ).

     WHEREAS, the Mortgage was executed by Debtor and delivered to
Secured Party to secure the repayment of a loan made by Secured Party
to Debtor in the principal amount of EIGHT MILLION and 00/100 United
States Dollars ( $8,000,000.00 ), said loan being evidenced by a
promissory note dated as of March 16,1998 (the "Note").

     WHEREAS, the principal on the Note is payable in Sixteen (16)
equal consecutive quarterly installments of FIVE-HUNDRED THOUSAND and
00/100 Dollars ($500,000.00) which commenced June 1, 1998. As of the
date herein (i) Debtor has paid three (3) principal installments of
$500,000.00; (ii) the next principal installment is due March 1, 1999;
and (iii) the current outstanding principal balance is SIX-MILLION
FIVE-HUNDRED THOUSAND and 00/100 Dollars ( the "Remaining Principal
Indebtedness" ).

     WHEREAS, Debtor desires to replace the Vessel as the collateral
securing the payment of its Remaining Principal Indebtedness to
Secured Party under the Note by substituting the Equipment described
on Collateral Schedule 001 attached ( the "Replacement Equipment" ).

     NOW THEREFORE, in consideration of the promises herein contained
and of certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor and Secured Party
hereby agree as follows:

1. SUBSTITUTION OF EQUIPMENT.

     Secured Party agrees to substitute the Replacement Equipment for
the Vessel and hereby releases ail of its rights, title, and interest
in the Vessel and any proceeds thereof to Debtor. Debtor hereby gives,
grants and assigns to Secured Party, its successors and assigns
forever, a security interest in and against the Replacement Equipment.
Debtor hereby represents, warrants, and covenants that Debtor is, and
will remain, the sole and lawful owner of, and in possession of the
Replacement Equipment, and has the sole right and lawful authority to
grant the security interest described herein, and the Replacement
Equipment is, and will remain, free and clear of all liens, claims, or
encumbrances of any kind, nature and description whatsoever; except
for the lien granted herein to Secured Party.

2. CREATION OF SECURITY INTEREST.

     Debtor grants to Secured Party, its successors and assigns, a
security interest in and against all property listed on the collateral
schedule annexed hereto or made a part hereof ("Collateral Schedule"),
and in and against any and all additions, attachments, accessories and
accessions to such property, any and all substitutions, replacements
or exchanges therefor, and all insurance and/or other proceeds thereof
(all of the foregoing being hereinafter individually and collectively
referred to as the "Collateral"). This security interest is given to
secure the payment and performance of any and all debts, obligations
and liabilities of any kind whatsoever of Debtor to Secured Party, now
existing or arising in the future, under the Note and this Agreement,
and any other documents evidencing, or given in connection with, any
of the Indebtedness (all of the foregoing are called the "Debt
Documents") and any renewals, extensions and modifications of such
debts, obligations and liabilities (such Note, debts, obligations and
liabilities are called the "Indebtedness")
<PAGE>
Notwithstanding anything to the contrary contained in this Agreement,
to the extent that Secured Party asserts a purchase money security
interest in any items of Collateral ("PMSI Collateral"): (i) the PMSI
Collateral shall secure only that portion of the Indebtedness which
has been advanced by Secured Party to enable Debtor to purchase, or
acquire rights in or the use of such PMSI Collateral (the "PMSI
Indebtedness"), and (ii) no other Collateral shall secure the PMSI
Indebtedness.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.

     Debtor represents, warrants and covenants as of the date of this
Agreement and as of the date of the Collateral Schedule that:

(    a) Debtor is, and will remain, duly organized, existing and in
good standing under the laws of the State set forth in the preamble of
this Agreement, has its chief executive offices at the location
specified in the preamble, and is, and will remain, duly qualified and
licensed in every jurisdiction wherever necessary to carry on its
business and operations;

     (b) Debtor has adequate power and capacity to enter into, and to
perform its obligations under each of the Debt Documents;

     (c) This Agreement and the other Debt Documents have been duly
authorized, executed and delivered by Debtor and constitute legal,
valid and binding agreements enforceable under all applicable laws in
accordance with their terms, except to the extent that the enforcement
of remedies may be limited under applicable bankruptcy and insolvency
laws;

     (d) No approval, consent or withholding of objections is required
from any governmental authority or instrumentality with respect to the
entry into, or performance by, Debtor of any of the Debt Documents,
except any already obtained;

     (e) The entry into, and performance by, Debtor of the Debt
Documents will not (i) violate any of the organizational documents of
Debtor or any judgment, order, law or regulation applicable to Debtor,
or (ii) result in any breach of, constitute a default under, or result
in the creation of any lien, claim or encumbrance on any of Debtor's
property (except for liens in favor of Secured Party) pursuant to any
indenture, mortgage, deed of trust, bank loan, credit agreement, or
other agreement or instrument to which Debtor is a party;

     (f) There are no suits or proceedings pending in court or before
any commission, board or other administrative agency against or
affecting Debtor which could, in the aggregate, have a material
adverse effect on Debtor, its business or operations, or its ability
to perform its obligations under the Debt Documents, nor does Debtor
have reason to believe that any such suits or proceedings are
threatened;

     (g) All financial statements delivered to Secured Party in
connection with the Indebtedness have been prepared in accordance with
generally accepted accounting principles, and since the date of the
most recent financial statement, there has been no material adverse
change in Debtors financial condition;

     (h) The Collateral is not, and will not be, used by Debtor for
personal, family or household purposes;

     (i) The Collateral is, and will remain, in good condition and
repair and Debtor will not be negligent in its care and use;

     (j) Debtor is, and will remain, the sole and lawful owner, and in
possession of, the Collateral, and has the sole right and lawful
authority to grant the security interest described in this Agreement;
and

     (k) The Collateral is, and will remain, free and clear of all
liens, claims and encumbrances of any kind whatsoever, except for (i)
liens in favor of Secured Party, (ii) liens for taxes not yet due or
for taxes being contested in good faith and which do not involve, in
the judgment of Secured Party, any risk of the sale, forfeiture or
loss of any of the Collateral, and (iii) inchoate materialmen's,
mechanic's, repairmen's and similar liens arising by operation of law
in the normal course of business for amounts which are not delinquent
(all of such liens are called "Permitted Liens").
<PAGE>

4. COLLATERAL.

     (a) Until the declaration of any default, Debtor shall remain in
possession of the Collateral; except that Secured Party shall have the
right to possess (i) any chattel paper or instrument that constitutes
a part of the Collateral, and (ii) any other Collateral in which
Secured Party's security interest may be perfected only by possession.
Secured Party may inspect any of the Collateral during normal business
hours after giving Debtor reasonable prior notice. if Secured Party
asks, Debtor will promptly notify Secured Party in writing of the
location of any Collateral.

     (b) Debtor shall (i) use the Collateral only in its trade or
business, (ii) maintain all of the Collateral in good operating order
and repair, normal wear and tear excepted, (iii) use and maintain the
Collateral only in compliance with manufacturers recommendations and
all applicable laws, and (iv) keep all of the Collateral free and
clear of all liens, claims and encumbrances (except for Permitted
Liens).

     (c) Debtor shall not, without the prior written consent of
Secured Party, (i) part with possession of any of the Collateral
(except to Secured Party or for maintenance and repair), (ii) remove
any of the Collateral from the continental United States, or (iii)
sell, rent, lease, mortgage, grant a security interest in or otherwise
transfer or encumber (except for Permitted Liens) any of the
Collateral.

     (d) Debtor shall pay promptly when due all taxes, license fees,
assessments and public and private charges levied or assessed on any
of the Collateral, on its use, or on this Agreement or any of the
other Debt Documents. At its option, Secured Party may discharge
taxes, liens, security interests or other encumbrances at any time
levied or placed on the Collateral and may pay for the maintenance,
insurance and preservation of the Collateral and effect compliance
with the terms of this Agreement or any of the other Debt Documents.
Debtor agrees to reimburse Secured Party, on demand, all costs and
expenses incurred by Secured Party in connection with such payment or
performance and agrees that such reimbursement obligation shall
constitute Indebtedness.

     (e) Debtor shall, at all times, keep accurate and complete
records of the Collateral, and Secured Party shall have the right to
inspect, and make copies of all of Debtor's books and records relating
to the Collateral during normal business hours, after giving Debtor
reasonable prior notice.


     (f) Debtor agrees and acknowledges that any third person who may
at any time and from time to time possess all or any portion of the
Collateral shall be deemed to hold, and shall hold, the Collateral as
the agent of, and as pledge holder for, Secured Party. Secured Party
may at any time give notice to any third person described in the
preceding sentence that such third person is holding the Collateral as
the agent of, and as pledge holder for, the Secured Party.

5. INSURANCE.

     (a) Debtor shall at all times bear the entire risk of any loss,
theft, damage to, or destruction of, any of the Collateral from any
cause whatsoever.

     (b) Debtor agrees to keep the Collateral insured against loss or
damage by fire and extended coverage perils, theft, burglary, and for
any or all Collateral which are vehicles, for risk of loss by
collision, and if requested by Secured Party, against such other risks
as Secured Party may reasonably require. The insurance coverage shall
be in an amount no less than the full replacement value of the
Collateral, and deductible amounts, insurers and policies shall be
acceptable to Secured Party. Debtor shall deliver to Secured Party
policies or certificates of insurance evidencing such coverage. Each
policy shall name Secured-Party as a loss payee, shall provide for
coverage to Secured Party regardless of the breach by Debtor of any
warranty or representation made therein, shall not be subject to
co-insurance, and shall provide that coverage may not be canceled or
altered by the insurer except upon thirty (30) days prior written
notice to Secured Party. Debtor appoints Secured Party as its
attorney-in-fact to make proof of loss, claim for insurance and
adjustments with insurers, and to receive payment of and execute or
endorse all documents, checks or drafts in connection with insurance
payments. Lessor shall not act as Debtors attorney-in-fact unless
Debtor is in default. Proceeds of insurance shall be applied, at the
option of Secured Party, to repair or replace the Collateral or to
reduce any of the Indebtedness.
<PAGE>
6. REPORTS.

     (a) Debtor shall promptly notify Secured Party of (i) any change
in the name of Debtor, (ii) any relocation of its chief executive
offices, (iii) any relocation of any of the Collateral, (iv) any of
the Collateral being lost, stolen, missing, destroyed, materially
damaged or worn out, or (v) any lien, claim or encumbrance other than
Permitted Liens attaching or being made against any of the Collateral.

     (b) Debtor will deliver to Secured Party Debtors complete
financial statements, certified by a recognized firm of certified
public accountants, within ninety (90) days of the close of each
fiscal year of Debtor. If Secured Party requests, Debtor will deliver
to Secured Party copies of Debtors quarterly financial reports
certified by Debtors chief financial officer, within ninety (90) days
after the close of each of Debtors fiscal quarter. Debtor will deliver
to Secured Party copies of all Forms 10-K and 10-Q, if any, within 30
days after the dates on which they are filed with the Securities and
Exchange Commission.

7. FURTHER ASSURANCES.

     (a) Debtor shall, upon request of Secured Party, furnish to
Secured Party such further information, execute and deliver to Secured
Party such documents and instruments (including, without limitation,
Uniform Commercial Code financing statements) and do such other acts
and things, as Secured Party may at any time reasonably request
relating to the perfection or protection of the security interest
created by this Agreement or for the purpose of carrying out the
intent of this Agreement. Without limiting the foregoing, Debtor shall
cooperate and do all acts deemed necessary or advisable by Secured
Party to continue in Secured Party a perfected first security interest
in the Collateral, and shall obtain and furnish to Secured Party any
subordinations, releases, landlord, lessor, or mortgagee waivers, and
similar documents as may be from time to time requested by, and in
form and substance satisfactory to, Secured Party.

     (b) Debtor irrevocably grants to Secured Party the power to sign
Debtor's name and generally to act on behalf of Debtor to execute and
file applications for title, transfers of title, financing statements,
notices of lien and other documents pertaining to any or all of the
Collateral; this power is coupled with Secured Partys interest in the
Collateral. Debtor shall, if any certificate of title be required or
permitted by law for any of the Collateral, obtain such certificate
showing the lien hereof with respect to the Collateral and promptly
deliver to Secured Party such certificate showing the lien of this
Agreement with respect to the Collateral.

     (c) Debtor shall indemnify and defend the Secured Party, its
successors and assigns, and their respective directors, officers and
employees, from and against any and all claims, actions and suits
(including, without limitation, related attorneys' fees) of any kind
whatsoever arising, directly or indirectly, in connection with any of
the Collateral.

8. DEFAULT AND REMEDIES.

     (a) Debtor shall be in default under this Agreement and each of
the other Debt Documents if:

         (i) Debtor breaches its obligation to pay when due any
installment or other amount due or coming due under any of the Debt
Documents;

         (ii) Debtor, without the prior written consent of Secured
Party, attempts to or does sell, rent, lease, mortgage, grant a
security interest in, or otherwise transfer or encumber (except for
Permitted Liens) any of the Collateral;

         (iii) Debtor breaches any of its insurance obligations under
Section 4;

         (iv) Debtor breaches any of its other obligations under any
of the Debt Documents and fails to cure that breach within thirty (30)
days after written notice from Secured Party;
<PAGE>

         (v) Any warranty, representation or statement made by Debtor
in any of the Debt Documents or otherwise in connection with any of
the Indebtedness shall be false or misleading in any material respect;

         (vi) Any of the Collateral is subjected to attachment,
execution, levy, seizure or confiscation in any legal proceeding or
otherwise, or if any legal or administrative proceeding is commenced
against Debtor or any of the Collateral, which in the good faith
judgment of Secured Party subjects any of the Collateral to a material
risk of attachment, execution, levy, seizure or confiscation and no
bond is posted or protective order obtained to negate such risk;

         (vii) Debtor breaches or is in default under any other
agreement between Debtor and Secured Party;

         (viii) Debtor or any guarantor or other obligor for any of
the indebtedness (collectively "Guarantor") dissolves, terminates its
existence, becomes insolvent or ceases to do business as a going
concern;

         (ix) If Debtor or any Guarantor is a natural person, Debtor
or any such Guarantor dies or becomes incompetent;

         (x) A receiver is appointed for all or of any part of the
property of Debtor or any Guarantor, or Debtor or any Guarantor makes
any assignment for the benefit of creditors; or

         (xi) Debtor or any Guarantor files a petition under any
bankruptcy, insolvency or similar law, or any such petition is filed
against Debtor or any Guarantor and is not dismissed within forty-five
(45) days.

     (b) If Debtor is in default, the Secured Party, at its option,
may declare any or all of the Indebtedness to be immediately due and
payable, without demand or notice to Debtor or any Guarantor. The
accelerated obligations and liabilities shall bear interest (both
before and after any judgment) until paid in full at the lower of
eighteen percent (18%) per annum or the maximum rate not prohibited by
applicable law.

     (c) After default, Secured Party shall have all of the rights and
remedies of a Secured Party under the Uniform Commercial Code, and
under any other applicable law. Without limiting the foregoing,
Secured Party shall have the right (i) with legal process, to enter
any premises where the Collateral may be and take possession of and
remove the Collateral from the premises or store it on the premises,
(ii) sell the Collateral at public or private sale, in whole or in
part, and have the right to bid and purchase at said sale, or (iii)
lease or otherwise dispose of all or part of the Collateral, applying
proceeds from such disposition to the obligations then in default. If
requested by Secured Party, Debtor shall promptly assemble the
Collateral and make it available to Secured Party at a place to be
designated by Secured Party which is reasonably convenient to both
parties. Secured Party may also render any or all of the Collateral
unusable at the Debtor's premises and may dispose of such Collateral
on such premises without liability for rent or costs. Any notice that
Secured Party is required to give to Debtor under the Uniform
Commercial Code of the time and place of any public sale or the time
after which any private sale or other intended disposition of the
Collateral is to be made shall be deemed to constitute reasonable
notice if such notice is given to the last known address of Debtor at
least five (5) days prior to such action.

     (d) Proceeds from any sale or lease or other disposition shall be
applied: first, to all costs of repossession, storage, and disposition
including without limitation attorneys', appraisers', and auctioneers'
fees; second, to discharge the obligations then in default; third, to
discharge any other Indebtedness of Debtor to Secured Party, whether
as obligor, endorser, guarantor, surety or indemnitor; fourth, to
expenses incurred in paying or settling liens and claims against the
Collateral; and lastly, to Debtor, if there exists any surplus. Debtor
shall remain fully liable for any deficiency.

     (e) Debtor agrees to pay all reasonable attorneys' fees and other
costs incurred by Secured Party in connection with the enforcement,
assertion defense or preservation of Secured Partys rights and
remedies under this Agreement, or if prohibited by law, such lesser
sum as may be permitted.

     (f) Secured Party's rights and remedies under this Agreement or
otherwise arising are cumulative and may be exercised singularly or
concurrently. Neither the failure nor any delay on the part of the
Secured Party to exercise any right, power or privilege under this
Agreement shall operate as a waiver, nor shall any single or
<PAGE>
partial exercise of any right, power or privilege preclude any other
or further exercise of that or any other right, power or privilege.
SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS
UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT, INSTRUMENT OR PAPER
SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED
BY SECURED PARTY. A waiver on any one occasion shall not be construed
as a bar to or waiver of any right or remedy on any future occasion.

     (g) DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE
INDEBTEDNESS SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED
PARTY RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY
RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING
ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.

9. MISCELLANEOUS.

     (a) This Agreement, the Note and/or any of the other Debt
Documents may be assigned, in whole or in part, by Secured Party
without notice to Debtor, and Debtor agrees not to assert against any
such assignee, or assignee's assigns, any defense, set-off, recoupment
claim or counterclaim which Debtor has or may at any time have against
Secured Party for any reason whatsoever. Debtor agrees that if Debtor
receives written notice of an assignment from Secured Party, Debtor
will pay all amounts payable under any assigned Debt Documents to such
assignee or as instructed by Secured Party. Debtor also agrees to
confirm in writing receipt of the notice of assignment as may be
reasonably requested by assignee.

     (b) All notices to be given in connection with this Agreement
shall be in writing, shall be addressed to the parties at their
respective addresses set forth in this Agreement (unless and until a
different address may be specified in a written notice to the other
party), and shall be deemed given (i) on the date of receipt if
delivered in hand or by facsimile transmission, (ii) on the next
business day after being sent by express mail, and (iii) on the fourth
business day after being sent by regular, registered or certified
mail. As used herein, the term "business day" shall mean and include
any day other than Saturdays, Sundays, or other days on which
commercial banks in New York, New York are required or authorized to
be closed.

     (c) Secured Party may correct patent errors herein and fill in
all blanks herein or in the Collateral Schedule consistent with the
agreement of the parties.

     (d) Time is of the essence of this Agreement. This Agreement
shall be binding, jointly and severally, upon all parties described as
the "Debtor" and their respective heirs, executors, representatives,
successors and assigns, and shall inure to the benefit of Secured
Party, its successors and assigns.

     (e) This Agreement and its Collateral Schedule constitute the
entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior understandings
(whether written, verbal or implied) with respect thereto. THIS
AGREEMENT AND ITS COLLATERAL SCHEDULE SHALL NOT BE CHANGED OR
TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY A WRITING
SIGNED BY BOTH PARTIES. Section headings contained in this Agreement
have been included for convenience only, and shall not affect the
construction or interpretation of this Agreement.

     (f) This Agreement shall continue in full force and effect until
all of the Indebtedness has been indefeasibly paid in full to Secured
Party. The surrender, upon payment or otherwise, of any Note or any of
the other documents evidencing any of the Indebtedness shall not
affect the right of Secured Party to retain the Collateral for such
other Indebtedness as may then exist or as it may be reasonably
contemplated will exist in the future. This Agreement shall
automatically be reinstated if Secured Party is ever required to
<PAGE>
return or restore the payment of all or any portion of the
Indebtedness (all as though such payment had never been made).

     (g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CONNECTICUT
(WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE),
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
REGARDLESS OF THE LOCATION OF THE EQUIPMENT.

IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally
bound hereby, have duly executed this Agreement in one or more
counterparts, each of which shall be deemed to be an original, as of
the day and year first aforesaid.

SECURED PARTY:

General Electric Capital Corporation

By:

Title:


DEBTOR:

HAM MARINE, INC.

By: /s/ RONALD W. SCHNOOR
Title: President

                        GUARANTOR'S CONSENT:

The undersigned guaranteed all of Debtors' liabilities and obligations
under the Mortgage and Note pursuant to that Corporate Guaranty dated
March 13, 1998 (the "Guaranty") in accordance with the terms and
conditions set forth therein. The undersigned acknowledges and agrees
to the terms and conditions set forth above and confirms and ratifies
that its obligations under the Guaranty are not reduced, diminished,
expired or terminated by virtue of the matters set forth above, and
that the terms and conditions set forth in the Guaranty remain in full
force and effect are herein reaffirmed respecting the present and any
hereafter liabilities and obligations of Debtor. to Secured Party. The
undersigned hereby waives any right to assert that its obligations
under the Guaranty are released by virtue of the matters set forth
above.

GUARANTOR:

FRIEDE GOLDMAN INTERNATIONAL, INC.

By: /s/

TITLE: Chief Financial Officer

DATE: 12-15-98
<PAGE>

                     COLLATERAL SCHEDULE NO. 001
         TO SUBSTITUTION OF EQUIPMENT and SECURITY AGREEMENT
                     DATED AS OF DECEMBER , 1998
    BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION AS SECURED PARTY
                   AND HAM MARINE, INC., AS DEBTOR

     THIS COLLATERAL SCHEDULE is annexed to and made a part of that
certain Substitution of Equipment and Security Agreement ( the
"Agreement" ) dated as of December , 1998 between GENERAL ELECTRIC
CAPITAL CORPORATION as Secured Party and HAM MARINE, INC. as Debtor
and describes collateral in which Debtor has granted Secured Party a
security interest in connection with the Indebtedness (as defined in
the Agreement ) including without limitation that certain Promissory
Note dated as of March 16,1998 in the original principal amount of
$8,000,000.00.

<TABLE>
<S>            <C>                 <C>            <C>                                <C>            <C>
Quantity       Manufacturer        Model          Type of Equipment                  Year           Serial Number
--------       ------------        -----          -----------------                  ----           -------------
One            Gradall             554-2S         8-Ton Forklift                     1995           01116015
One            Manitowoc           4000           Crawler Mounted Crane              1965           40466
One            Manitowoc           4100           Crawler Mounted Crane              1975           413001
One            Manitowoc           4000           Crawler Mounted Crane              1966           40069
One            Dresser             150F           15-Ton Cherry Picker               1996           9606
One            Dresser             150F           15-Ton Cherry Picker               1999           9619
One            Manitowoc           4100           Barge Mounted Ringer Crane         1978           10263/ 41558
One            Galion              150FA          15-Ton Cherry Picker               1996           10754
One            Galion              150FA          15-Ton Cherry Picker               1996           10757
One            Manitowoc           4600           600-Ton Ringer Mounted Crane       1990           10237/ 460078
</TABLE>
Together with:

     (a)  all tracks, booms, jibs, counterweights, engines,
          stabilization pads;

     (b)  all other components, attachments, parts, fittings,
          accessories, replacements, upgrades, now existing or 
          hereafter becoming a part thereof;

     (c)  to the extent related to the Equipment, all of Debtor's
          right, title, and interest to all books, diagrams, repair
          and maintenance records, invoices, and other papers and
          documents in the possession or control of Debtor; and

     (d)  all proceeds (including without limitation insurance
          proceeds), accounts, contract rights and chattel paper
          arising out of the sale or lease or other disposition of
          said Equipment, whenever or however acquired ( Collectively,
          the "Collateral" ).

     SECURED PARTY:                          DEBTOR:
     GENERAL ELECTRIC CAPITAL CORPORATION    HAM MARINE, INC.
     BY:                                     BY: /s/
     TITLE:                                  TITLE: President
     DATE:                                   DATE: 12/15/98
<PAGE>