<PAGE>

                                                                    EXHIBIT 10.2

                              ECONOMIC DEVELOPMENT
                           AWARD CONTRACT / AGREEMENT

                                                     Contract No.
                                                                 ---------------

     This Contract / Agreement is effective as of April 11, 2003, by and among
the LOUISIANA ECONOMIC DEVELOPMENT CORPORATION, acting through the LOUISIANA
DEPARTMENT OF ECONOMIC DEVELOPMENT (either or both herein sometimes referred to
as LED), P. O. Box 94185, Baton Rouge, LA 70804-9185; CONRAD ALUMINUM, L.L.C.
(herein sometimes referred to as COMPANY), 9752 Hwy. 182 East, Amelia, LA.
70340; and ST. MARY PARISH GOVERNMENT (herein sometimes referred to as
SPONSORING ENTITY), 500 Main Street, Fifth Floor-Courthouse, Franklin, LA.
70538-6198; who, in order to serve the public for the purposes hereinafter
stated, declared and acknowledged, as follows:

     WHEREAS, the parties intend to develop an industrial or business
development project requiring basic infrastructure;

     WHEREAS, a program for providing financial incentives to industrial or
business development projects promoting economic development within the State of
Louisiana has been finalized;

     WHEREAS, COMPANY and SPONSORING ENTITY, in order to fully establish,
implement, and develop the agreed upon infrastructure Project, have need for the
funds available from the special fund of the State of Louisiana, pursuant to the
Economic Development Award Program, La. R.S. 51:2341 et seq.;

     WHEREAS, the Louisiana Economic Development Corporation, acting through the
Louisiana Department of Economic Development, which is charged with the
responsibility of authorizing the expenditure of monies from this special fund,
is in favor of establishing this infrastructure Project and approved said
Project on April 11, 2003; and

     WHEREAS, the SPONSORING ENTITY has the expertise and ability to contract
for any necessary engineering and technical services, and desires the assistance
of the State of Louisiana, and the Louisiana Economic Development Corporation,
through the Louisiana Department of Economic Development, in carrying out this
Project;

     NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto do hereby agree as follows:

                               ARTICLE I. PURPOSE

     The purpose of this Grant is to provide funding for the SPONSORING ENTITY
to purchase capital equipment (including a travel lift and several movable
overhead cranes, etc.) to be leased to and used by COMPANY to expand its
business into the aluminum marine fabrication, repair and conversion markets for
both commercial and military customers. Currently COMPANY and its affiliated
companies specialize in the construction, conversion and repair of a wide
variety of marine vessels for commercial and government customers, and the
fabrication of modular components of offshore drilling rigs and floating,
production, storage and offloading vessels. COMPANY and its affiliated companies
commenced their operations in a conversion and repair facility in Amelia, St
Mary Parish, Louisiana, in February, 1998, and they currently own and operate
four (4) shipyards located along the Gulf Coast in Morgan City, Louisiana,
Orange, Texas, and Amelia, Louisiana. The COMPANY will utilize these funds as a
part of a $6.755 Million investment to expand its services; and plans to employ
224 new employees over the next three (3) years in connection with this
expansion.

<PAGE>

                                                                               2

                             ARTICLE II. DEFINITIONS

     Definitional Section. As used herein, the following terms shall have the
following meanings unless the context clearly requires otherwise, and such
meanings shall be equally applicable to both singular and plural forms of the
terms defined;

     a. "AGREEMENT" shall mean this Economic Development Award
Contract/Agreement by and among LED, the SPONSORING ENTITY and COMPANY,
including all exhibits attached hereto, and all supplements, modifications or
amendments from time to time as may be added in accordance with the terms
hereof.

     b. "ELIGIBLE COSTS" shall mean the costs set forth as "project costs" under
Article VII as allowable under the Economic Development Award Program, LAC
13:III, Chapter 1.

     c. "PROJECT" shall mean the expansion, improvements and infrastructure as
more fully described in Article I which promote economic development for which
LED assistance is required as an incentive to COMPANY to remain in, continue,
expand and/or locate its operations in the State of Louisiana.

     d. "STATE FUNDS" or "FUNDS" shall mean funds provided by LED pursuant to
this Agreement in an amount not to exceed ONE MILLION FIVE HUNDRED THOUSAND &
NO/100 ($ 1,500,000.00) DOLLARS allowable for reimbursement under this
Agreement.

     Rules of Interpretation. Unless the context clearly indicates to the
contrary, the following rules shall apply to the interpretation and construction
of this Agreement:

     a. Words importing the singular number shall include the plural number and
vice versa.

     b. All references herein to particular articles or sections are references
to articles or sections of this Agreement.

     c. The captions and headings herein are solely for convenience of
references and shall not constitute part of this Agreement, nor shall they
affect its meaning, construction or effect.

     d. The terms "hereby, " "hereof, " "hereto, " "herein, " "hereunder" or any
similar terms as used in this Agreement refer to the Agreement in its entirety
and not the particular article or section of this Agreement in which they
appear, and the term "hereafter" means after, and the term "heretofore" means
before the date of execution of this Agreement.

                       ARTICLE III. PERFORMANCE OBJECTIVES

     The Grant which SPONSORING ENTITY receives as a result of this Agreement
shall be used solely for the purpose more fully described in Article I of this
Agreement.

     COMPANY shall, by December 31, 2004, employ thirty-five (35) new employees
for thirty-five (35) newly created positions at a total annual payroll level of
not less than ONE MILLION NINETY THOUSAND ONE HUNDRED SIXTY & NO/100 ($
1,090,160.00) DOLLARS; and COMPANY shall continue to fill and maintain these new
employed positions and payroll levels at least until December 31, 2012.

     And, in addition to the above, COMPANY shall, by December 31, 2005, employ
an additional eighty-one (81) new employees for eighty-one (81) additional newly
created positions at an additional total annual payroll level of not less than
TWO MILLION THREE HUNDRED EIGHTY-FIVE THOUSAND FORTY-TWO & NO/100 ($
2,385,042.00) DOLLARS; and COMPANY shall continue to fill and maintain these
additional employed positions and payroll levels at least until December 31,
2012.

     And, in addition to the above, COMPANY shall, by December 31, 2006, employ
an additional one hundred eight (108) new employees for one hundred eight (108)
additional newly created positions at an additional total annual payroll level
of not less than THREE MILLION

<PAGE>

                                                                               3

ONE HUNDRED FORTY-THREE THOUSAND NINE HUNDRED SIXTEEN & NO/100 ($ 3,143,916.00)
DOLLARS; and COMPANY shall continue to fill and maintain these additional
employed positions and payroll levels at least until December 31, 2012.

Reimbursements may be suspended by LED if COMPANY fails to comply with the
purpose of Article I or the requirements of Article III of this Agreement. This
shall not in any way limit LED's ability to utilize other actions provided for
in this Agreement.

All expenditure of funds by SPONSORING ENTITY shall be made in accordance with
applicable procurement law, and upon written contract or purchase order. The
Objectives and the Economic Impact of this Project expected by the COMPANY are
described in Exhibit "A", which is attached and made part of this Agreement.

                            ARTICLE IV. USE OF FUNDS

     The funds which are disbursed to SPONSORING ENTITY under this Agreement
shall be used solely for the Eligible Costs in connection with this Project and
in accordance with constitutional and statutory restrictions on the use of State
Funds for public purposes. The SPONSORING ENTITY shall maintain appropriate
financial records which shall document all expenditures. Upon reasonable notice,
the SPONSORING ENTITY and COMPANY shall permit the inspection and/or audit of
all books, records, and activities relative to the Project by LED or the
Legislative Auditor at any time. The SPONSORING ENTITY agrees to reimburse LED
for any funds from the Project which are not used in accordance with this
Agreement and applicable state law, and shall be responsible for the payment of
all costs which are not considered to be Eligible Costs.

     SPONSORING ENTITY and COMPANY shall not sign any contract or agreement in
connection with the Project which would cause LED's total obligation under this
Agreement to exceed ONE MILLION FIVE HUNDRED THOUSAND & NO/100 ($ 1, 500,000.00)
DOLLARS.

                           ARTICLE V. PUBLIC BID LAWS

     In the event that SPONSORING ENTITY undertakes to perform any construction
with respect to the Project with the funds provided by this Contract and public
bid laws are applicable thereto, SPONSORING ENTITY shall solicit bids for the
services, labor and materials required for the Project in accordance with any
applicable public bid laws. SPONSORING ENTITY shall maintain a procurement file
which shall contain the information and data regarding the process as well as
the result of procuring these services, labor, and materials.

                       ARTICLE VI. CONSTRUCTION OF PROJECT

     Prior to acquisition of any immovable property paid for with State Funds,
SPONSORING ENTITY shall obtain an appraisal, a survey, and a title examination
and provide copies of these documents to LED.

     Insofar as SPONSORING ENTITY undertakes to perform any construction in
connection with the Project with the funds provided by this Agreement,
SPONSORING ENTITY shall select and execute a contract with an appropriate
engineering or architectural firm for the performance of all engineering or
architectural services necessary, which may include the preparation of complete
plans, specifications and estimates, including, but not limited to, surveys,
environmental processing, preliminary and final plans, assistance in preparation
of construction proposals and advertisements for the Project, for construction
contract administration and for construction inspection.

     In the event that funds provided by this Contract are to be used by
SPONSORING ENTITY for construction with respect to this Project, SPONSORING
ENTITY shall prepare all proposals to comply with applicable state law, and will
advertise for and receive bids for work in accordance with the Public Bid Law.
All such bids shall be properly tabulated, extended and summarized to determine
the official low bidder. The award of contract shall be made by SPONSORING
ENTITY in accordance with law.

<PAGE>

                                                                               4

     In the event that SPONSORING ENTITY utilizes the funds provided by this
Agreement for construction in connection with the Project, a construction
contract will be prepared by SPONSORING ENTITY after the award of contract,
requiring of the contractor an appropriate Performance and Payment Bond for the
Project's construction, and requiring, if appropriate, Builder's Risk Insurance
Coverage insuring the building and improvements during the construction period.
Copies of said construction contract, bond and insurance shall be transmitted to
LED after execution and issuance. SPONSORING ENTITY will be responsible for
recordation of any construction contract and bond in accordance with law.
SPONSORING ENTITY will supervise and assume all liability and responsibility for
all aspects of the Project's construction.

                       ARTICLE VII. DISBURSEMENT OF FUNDS

       In accordance with the terms hereof, it is intended that LED shall
disburse funds to SPONSORING ENTITY on a reimbursement basis for acquisition
costs, documented infrastructure expenses, or in accordance with the engineering
or architectural estimates, and only after the following conditions have been
met:

     a. SPONSORING ENTITY and/or COMPANY shall provide LED with signed
commitment letters from all of the Project's other sources of funding and
in-kind contributions, both public and private. Said commitment letters shall
specify the terms and conditions required by other sponsors in return for said
funding or contributions.

     b. SPONSORING ENTITY and COMPANY shall provide LED with signed confirmation
that all technical, environmental, engineering studies or other analyses,
licenses and/or permits required have been completed or obtained.

     c. COMPANY and SPONSORING ENTITY shall provide LED with a copy of any lease
agreement showing all the terms and conditions of said lease, including all
options on renewals or extension of the terms of the lease.

     d. SPONSORING ENTITY shall provide LED with a copy of all closing documents
relating to the acquisition of immovable property paid for with State Funds
including, but not limited to, a certified copy of the executed and recorded Act
of Sale.

The eligible cost of this Grant by LED is ONE MILLION FIVE HUNDRED THOUSAND &
NO/100 ($ 1,500,000.00) DOLLARS. The allowable funds shall be used as follows:

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                   Project Costs
----------------------------------------------------------------------------------------------
                                                    Amount and Source of Funds
                                   -----------------------------------------------------------
    Total Costs by Activity          Private        EDAP     Local Govt.   Other   Total Costs
----------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>           <C>     <C>
Land Acquisition                   $1,000,000                                      $ 1,000,000
----------------------------------------------------------------------------------------------
Building Acquisition                  235,909                $1,800,000              2,035,909
----------------------------------------------------------------------------------------------
Building Construction
----------------------------------------------------------------------------------------------
Building Renovation                    19,500                                           19,500
----------------------------------------------------------------------------------------------
Capital Equipment: Travel Lift,
   Movable Overhead Cranes, etc.                $1,500,000    1,830,000              3,330,000
----------------------------------------------------------------------------------------------
Infrastructure Improvement;
   Utilities, Water, Sewage                                     350,000                350,000
----------------------------------------------------------------------------------------------
Infrastructure Improvement;
   Parking Area                                                  20,000                 20,000
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                               5

<TABLE>
<S>                                <C>          <C>          <C>           <C>     <C>
----------------------------------------------------------------------------------------------
Other (Specify):
----------------------------------------------------------------------------------------------
Administration
==============================================================================================
       Total Project Costs         $1,255,409   $1,500,000   $4,000,000*           $ 6,755,409
----------------------------------------------------------------------------------------------
</TABLE>

* Local Government Funds are to be provided through the issuance of $ 4,000,000
of Industrial Revenue Bonds by the St. Mary Parish Industrial Development Board,
State of Louisiana.

                               [GRAPHIC OMITTED]

     No state funds shall be paid for any one phase of this Agreement that
exceeds the categories on the above table of Project Costs, without LED's prior
written approval. Requests to transfer funds between categories shall require
the prior written approval of the Director of Resource Services, LED, or his
successor in authority.

     SPONSORING ENTITY shall submit a Cost Report to LED for approval. The Cost
Report shall be in the form of Exhibit "D" and list reimbursable expenses as
allowed by law and pursuant to the Rules of the Economic Development Award
Program, (LAC 13:III, Chapter 1). Copies of all of the COMPANY's most recent
Louisiana Department of Labor (LDOL) ES-4 Forms ("Quarterly Report of Wages
Paid") which have been filed by the COMPANY either since the beginning of this
Agreement or since the last previously submitted report (whichever is
appropriate) shall be attached to and submitted with each Cost Report submitted.
The COMPANY shall be required to submit copies of such ES-4 Forms to SPONSORING
ENTITY as needed.

     Cost Reports submitted to LED by SPONSORING ENTITY shall bear a
certification by the proper authority of SPONSORING ENTITY, or his/her duly
appointed designee, that the expense items listed contained in the Cost Reports
are correct and have been incurred in accordance with the terms of the contract,
applicable Federal and Louisiana State Laws, and the Rules of the Economic
Development Award Program.

     In the event that this grant is intended to fund a purchase, all award
funds shall be eligible for reimbursement following the completion of the
purchase and inspection of the project by the LED staff or its designee.
Otherwise, expenses will initially be eligible for reimbursement at eighty-five
(85%) percent, the remaining fifteen (15%) percent being retained by LED until
the tasks or work required by this Agreement have been performed or completed.
The final fifteen (15%) percent of the award will be available for reimbursement
after LED staff or its designee reviews or inspects the project to assure that
the tasks or work required by this award Agreement have been performed or
completed.

                       ARTICLE VIII. OWNERSHIP OF PROPERTY

     During the term of this Agreement, SPONSORING ENTITY shall maintain
ownership of all property and improvements acquired by or paid for out of STATE
FUNDS and shall not transfer ownership of such property or improvements for less
than fair market value during the term of this Agreement. SPONSORING ENTITY
agrees that it shall not transfer ownership to anyone other than COMPANY at
anytime during the term of this Agreement. Should SPONSORING ENTITY elect to
sell such property, and should COMPANY elect to purchase said property for fair
market value, credit will be given for any accumulated "payback" to the State,
as determined by LED's formula for determining such "payback". Proceeds received
by SPONSORING ENTITY from COMPANY derived from such purchase shall be refunded
to LED by SPONSORING ENTITY immediately upon receipt. Should the accumulated
"payback" to the State exceed the fair market value, then no cash consideration
need be paid therefor.

All records, reports, documents and other material delivered or transmitted to
SPONSORING ENTITY by LED shall remain the property of LED, and shall be returned
by SPONSORING ENTITY to LED, at SPONSORING ENTITY's expense, upon the
completion, termination or expiration of this contract. All administrative type
records, reports, documents, forms or other materials related to this contract
and/or obtained or prepared by SPONSORING ENTITY in

<PAGE>

                                                                               6

connection with the performance of the services contracted for herein shall
become the property of LED, and shall, upon LED's request, be surrendered or
returned by SPONSORING ENTITY to LED, at SPONSORING ENTITY's expense, upon the
completion, termination or expiration of this contract.

                      ARTICLE IX. REPORTING AND MONITORING

SPONSORING ENTITY and COMPANY shall provide LED with standardized semi-annual
reports describing the progress toward the Performance Objectives (Exhibits "B"
and "C"). The first report shall be due on July 15, 2003, for the period ending
June 30, 2003. Subsequent semi-annual reports are due fifteen (15) days after
the end of each subsequent semi-annual calendar period throughout the contract
period. The final report will be due within fifteen (15) days of the contract's
termination or expiration.

     SPONSORING ENTITY's standardized semi-annual report shall include, but is
not limited to, a review and certification of COMPANY's hiring records and the
extent of COMPANY's compliance with contract employment commitments. Copies of
all of the COMPANY's most recent Louisiana Department of Labor (LDOL) ES-4 Forms
("Quarterly Report of Wages Paid") which have been filed by the COMPANY either
since the beginning of this Agreement or since the last previously submitted
report (whichever is appropriate) shall be attached to and submitted with each
periodic report submitted. The COMPANY shall be required to submit copies of
such ES-4 Forms to SPONSORING ENTITY as needed.

     If, in the opinion of LED, either or both SPONSORING ENTITY and/or COMPANY
is/are not adequately performing or meeting its performance objectives, LED may
require either or both SPONSORING ENTITY and/or COMPANY to complete and submit
to LED standardized quarterly reports instead of the semi-annual reports
required by the previous paragraphs. In such event, the first quarterly report
shall be due fifteen (15) days after the end of the calendar quarter in which
LED's opinion was reached; and thereafter, quarterly reports shall be due within
fifteen (15) days after the end of each subsequent calendar quarter throughout
the remainder of the contract period; and the final report shall be due as
stated above.

     SPONSORING ENTITY shall oversee timely submission of reports by COMPANY to
LED.

     LED's Contract Monitor shall review and approve all Cost Reports submitted
pursuant to Article VII and all reports required by this Article.

                            ARTICLE X. CONTRACT TERM

     This Agreement shall be effective from April 11, 2003, and shall terminate
on December 31, 2012.

                        ARTICLE XI. TERMINATION FOR CAUSE

LED may terminate this contract for cause based upon the failure or inability of
the COMPANY and/or SPONSORING ENTITY to comply with the terms and/or conditions
of this contract; provided that LED shall give the COMPANY and SPONSORING ENTITY
written notice, via certified mail, return receipt requested, specifying the
COMPANY's and/or SPONSORING ENTITY's failure or inability. If within thirty (30)
days after receipt of such notice, the COMPANY and/or SPONSORING ENTITY shall
not have corrected such failure or inability or commenced to correct and
thereafter proceeded diligently to complete such correction, then LED may at its
option, place the COMPANY and/or SPONSORING ENTITY in default and the contract
shall terminate on the date specified in such notice. The COMPANY and/or
SPONSORING ENTITY may exercise any rights available to it under Louisiana law to
terminate for cause upon the failure of LED to comply with the terms and
conditions of this contract; provided that COMPANY and/or SPONSORING ENTITY
shall give LED written notice, via certified mail, return receipt requested,
specifying LED's failure. If within thirty (30) days after receipt of such
notice, LED shall not have either corrected such failure or commenced to correct
and thereafter proceeded diligently to complete such correction, then COMPANY
and/or SPONSORING ENTITY may at its option, place LED in default, and the
contract shall terminate on the date specified in such notice.

<PAGE>

                                                                               7

LED may also at its option amend this contract due to COMPANY's and/or
SPONSORING ENTITY's inability to perform as agreed, and may extend the duration
of this contract in order to provide an adequate period for performance and/or
monitoring.

          ARTICLE XII. AMENDMENT/TERMINATION FOR BUDGETARY REDUCTIONS;
                            COMPLETION OF PERFORMANCE

     LED may amend and/or terminate this contract due to budgetary reductions or
changes in funding priorities of LED which have been ordered by the Governor of
the State of Louisiana or by the Legislature of the State of Louisiana, upon
thirty (30) days written notice, via certified mail, return receipt requested.
SPONSORING ENTITY shall be entitled to payment for deliverables in progress, to
the extent work has been performed satisfactorily.

     LED shall terminate this contract upon thirty (30) days written notice, by
certified mail, return receipt requested, in the event that the conditions,
requirements and obligations of the parties as contained in this contract have
been met, fully performed and successfully completed; the State has received its
"payback" in accordance with LED's formula, as previously discussed; or in the
opinion of LED there remains no reason for the continuation of the effectiveness
of this contract.

                          ARTICLE XIII. FISCAL FUNDING

     The continuation of this contract is contingent upon the appropriation of
funds by the Louisiana legislature to fulfill the requirements of the contract.
If the legislature fails to appropriate sufficient monies to provide for the
continuation of the contract, or if such appropriation is reduced by the veto of
the Governor or by any means provided in the appropriations act to prevent the
total appropriation for the year from exceeding revenues for that year, or for
any other lawful purpose, and the effect of such reduction is to provide
insufficient monies for the continuation of the contract, the contract shall
terminate on the date of the beginning of the first fiscal year for which funds
are not appropriated. Funds for this grant have been set aside in the current
budget and will be available to the SPONSORING ENTITY on the terms set forth in
this Contract.

                              ARTICLE XIV. DEFAULT

     In the event SPONSORING ENTITY fails to comply with the purpose described
in Article I or COMPANY fails to comply with the performance objectives
described in Article III, LED shall retain the right to withhold additional
award funds and/or to reclaim previously disbursed funds from the non-performing
party, be it the SPONSORING ENTITY or COMPANY, or both SPONSORING ENTITY and
COMPANY, in an amount commensurate with the scope of the unmet performance
objectives.

                       ARTICLE XV. ASSIGNMENT OF INTEREST

     Neither COMPANY nor the SPONSORING ENTITY may assign any interest in this
contract and shall not transfer any interest in same (whether by assignment,
novation or otherwise), without prior written consent of LED, provided however,
that claims for money due or to become due to SPONSORING ENTITY from LED may be
assigned to a bank, trust company, or other financial institution without such
prior written consent. Written notice of any such assignment or transfer shall
be furnished promptly to LED, via certified mail, return receipt requested.

                           ARTICLE XVI. TAX LIABILITY

SPONSORING ENTITY agrees that any responsibility for payment of taxes from the
funds granted to it under this Agreement shall be said SPONSORING ENTITY's
obligation, identified under Federal Tax Identification Number: 72-6001283.

<PAGE>

                                                                               8

                         ARTICLE XVII. PUBLIC LIABILITY

     The SPONSORING ENTITY and/or COMPANY hereby agree to protect, defend,
indemnify, save and hold harmless LED, the State of Louisiana, all State
Departments, Agencies, Boards and Commissions, its officers, agents, servants
and employees, including volunteers, from and against any and all claims,
demands, expenses and liability arising out of injury or death to any person or
the damage, loss, or destruction of any property which may occur or in any way
grow out of any act or omission of SPONSORING ENTITY and/or COMPANY, their
agents, servants, and employees or any and all costs, expenses and/or attorney
fees incurred by the SPONSORING ENTITY and/or COMPANY as a result of any claims,
demands, and/or causes of actions except for those claims, demands, and/or
causes of action arising out of the negligence of LED, the State of Louisiana,
its State Departments, Agencies, Boards, Commissions, its agents,
representatives, and/or employees. SPONSORING ENTITY and/or COMPANY agree to
investigate, handle, respond to, provide defense for and defend any such claims,
demands or suit at its sole expense and agrees to bear all other costs and
expenses related thereto, even if it (claims, etc.) is groundless, false or
fraudulent.

                        ARTICLE XVIII. AUDITS OF ACCOUNTS

     It is hereby agreed that the Legislative Auditor of the State of Louisiana,
the Office of the Governor, Division of Administration auditors, and/or the LED
Auditor shall have the option of auditing all accounts of COMPANY and SPONSORING
ENTITY which relate to this contract at any time.

For each fiscal or accounting year wherein SPONSORING ENTITY receives Funds from
LED pursuant to this Agreement, SPONSORING ENTITY shall have an independent
Contract Compliance Audit performed on the expenses reimbursed under this
contract by an independent qualified CPA. This audit must be performed in
accordance with generally accepted auditing standards, and is to be so certified
by the independent auditor. The Contract Compliance Audit must include an
examination of reimbursed expenses to determine if they were made in accordance
with the terms of the contract, applicable Laws and Economic Development Award
Program Rules. The audit must also determine that the expenses were not
reimbursed by any other source. SPONSORING ENTITY's single audit pursuant to the
Single Audit Act of 1984, P.L. or other federal legislation shall fulfill the
audit requirements of this contract. SPONSORING ENTITY shall have an independent
Contract Compliance Audit performed by a qualified independent Certified Public
Accountant at the end of its fiscal or accounting year. The audit may be
performed in conjunction with a financial audit, but results must be made
available to LED within twelve (12) months after SPONSORING ENTITY's fiscal or
accounting year-end. SPONSORING ENTITY may, with LED approval, elect to have a
multi-year independent Contract Compliance Audit performed to cover the entire
contract period.

                       ARTICLE XIX. DISCRIMINATION CLAUSE

     COMPANY and SPONSORING ENTITY agree to abide by the requirements of Title
VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity
Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of
1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974,
Title IX of the Education Amendments of 1972, the Age Act of 1975, and COMPANY
and SPONSORING ENTITY agree to abide by the requirements of the Americans with
Disabilities Act of 1990.

     COMPANY and SPONSORING ENTITY agree not to discriminate in their employment
practices, and will render services under this contract without regard to race,
color, religion, sex, national origin, veteran status, political affiliation, or
disabilities.

     Any act of discrimination committed by COMPANY or SPONSORING ENTITY, or
failure to comply with these statutory obligations when applicable shall be
grounds for termination of this contract.

<PAGE>

                                                                               9

                       ARTICLE XX. AMENDMENT TO AGREEMENT

     The parties hereby agree that, in order to be effective, any amendment to
this Agreement shall be in writing and signed by all parties.

                              ARTICLE XXI. NOTICES

     The parties hereby agree that, in order to be effective, any notices and
documentation with respect to this Agreement, not required to be sent by
certified mail, return receipt requested, shall be deemed received the day after
such are sent, when sent either by overnight courier or first-class mail,
postage pre-paid and simultaneous facsimile transmission, to the parties at the
addresses given below:

<TABLE>
<S>                              <C>                             <C>
If to LED:                       If to Sponsoring Entity:        If to Company:

Mr. Michael Williams, Director   Hon.  William  A.  Cefalu,      Mr. Lewis J. Derbes, Jr.,
Resource Services Division          Parish  President               Vice  President & CFO
Dept. of Econ. Development       St.Mary  Parish  Government     Conrad  Aluminum, L.L.C.
P.O. Box 94185                   500 Main  Street,               9752  Hwy. 182 East
Baton Rouge, LA 70804-9185       Fifth Floor -- Courthouse       Amelia, LA. 70340
Fax: (225)-342-0142              Franklin,  LA. 70538-6198       Fax: (985) 702-9963
                                 Fax: (337) 828-4092
</TABLE>

                           ARTICLE XXII. CHOICE OF LAW

     This Agreement is a Louisiana contract, and all of its terms shall be
construed in accordance with, and all disputes shall be governed by the laws of
the State of Louisiana, of the United States of America; and all parties hereto
submit to the jurisdiction of the courts located in the Parish of East Baton
Rouge, State of Louisiana, in the event of any proceedings therein in connection
herewith.

     IN WITNESS WHEREOF, the parties hereto have caused this Contract and
Agreement to be signed by the undersigned duly authorized representatives of the
respective parties, for the uses, purposes and benefits herein expressed, on the
dates hereafter shown, but as of the date first herein above mentioned, in the
presence of the undersigned competent witnesses, after a due reading of the
whole document.


                                                   LOUISIANA ECONOMIC
                                                 DEVELOPMENT CORPORATION,
WITNESSES:                                         acting through the
                                                 LOUISIANA DEPARTMENT OF
                                                  ECONOMIC DEVELOPMENT


/s/ Gladys M. Vernon                       By: /s/  Don J. Hutchinson    6/30/03
---------------------------------              ---------------------------------
            Witness                            Don J.Hutchinson,          (Date)
                                                 President of LEDC &
                                                     Secretary of LED

/s/ Chris Stewart
---------------------------------          By: /s/ Darlene P. Richard   6/30/03
            Witness                            ---------------------------------
                                               Darlene P. Richard,        (Date)
/s/ Clark Forrest       6/30/03                Secretary/Treasurer of LEDC &
---------------------------------                    UnderSecretary of LED
       Clark Forrest,    (Date)


     LED  Contract  Monitor


/s/ Melisha L. Johnson                     By: /s/ Michael O. Williams   6/30/03
---------------------------------              ---------------------------------
            Witness                            Michael O. Williams,       (Date)
                                                 Director of Resource Services

<PAGE>

                                                                              10


/s/ Michelle L. Andrews                    CONRAD ALUMINUM, L.L.C.
---------------------------------
            Witness


/s/ Opal Duhe'                             By: /s/ Lewis J. Derbes, Jr.  6/27/03
---------------------------------              ---------------------------------
            Witness                            Lewis J. Derbes, Jr.,      (Date)
                                                     Secretary and Treasurer


/s/ Henry C. LaGrange                      ST. MARY PARISH GOVERNMENT
---------------------------------
            Witness


/s/ Frank G. Fink                          By: /s/ William A. Cefalu     6/25/03
---------------------------------              ---------------------------------
            Witness                            William A. Cefalu,         (Date)
                                                     Parish President