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                                                                    EXHIBIT 10.2

                                 AMENDMENT NO. 1
                                     TO THE
                             FIRST WAVE MARINE, INC.
                 AMENDED AND RESTATED 1997 INCENTIVE EQUITY PLAN


         Pursuant to the terms and provisions of Section 6 of the First Wave
Marine, Inc. Amended and Restated 1997 Incentive Equity Plan (the "Plan"), First
Wave Marine, Inc., a Delaware corporation (the "Company"), hereby adopts the
following Amendment No. 1 to the Plan (the "Amendment No. 1").

                                       1.

         The second paragraph of Section 2.3 of the Plan shall be amended in its
entirety by substituting the following therefor:

                  "No Option may be exercised by a Participant: (i) in the case
         of a Participant who is an employee of the Company or a Related
         Company, prior to the date on which such Participant completes one
         continuous year of employment with the Company, or any Related Company,
         after the date as of which the Option is granted (provided, however,
         that the Committee may permit earlier exercise following such
         Participant's Date of Termination by reason of death or Disability or a
         change in control of the Company); (ii) in the case of a Participant
         who is a Non-Employee Director of the Company or a Related Company,
         prior to the date on which such Participant completes one continuous
         year of service on the Board of Directors of the Company or a Related
         Company (provided, however, that the Committee may permit earlier
         exercise following such Participant's Date of Termination by reason of
         death or Disability or a change in control of the Company); or (iii)
         after the Expiration Date applicable to that Option."

                                       2.

         Subsection (d) of Section 7.1 shall be amended in its entirety by
substituting the following therefor:

         "(d)     Date of Termination. The Participant's "Date of Termination"
                  shall be (i) in the case of a Participant who is an employee
                  of the Company or a Related Company, the first day occurring
                  on or after the date of Participant's Agreement, on which the
                  Participant's employment with the Company and all Related
                  Companies terminates for any reason (death, Disability or
                  Service Separation); provided that a termination of employment
                  shall not be deemed to occur by reason of a transfer of the
                  Participant between the Company and a Related Company or
                  between two Related Companies; and further provided that the
                  Participant's employment shall not be considered terminated
                  while the Participant is on a leave of absence from the
                  Company or a Related Company approved by the Participant's
                  employer; and further provided, that

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                  if, as a result of a sale or other transaction, the
                  Participant's employer ceases to be the Company or a Related
                  Company, the occurrence of such transaction shall be treated
                  as the Participant's Date of Termination caused by the
                  Participant being discharged by the employer, or (ii) in the
                  case of a Participant who is a Non-Employee Director of the
                  Company or a Related Company, the first day occurring on or
                  after the date of Participant's Agreement, on which the
                  Participant ceases to be a director of the Company and all
                  Related Companies for any reason (death, Disability or Service
                  Separation); provided that a termination shall not be deemed
                  to occur by reason of the Participant ceasing to be a director
                  of the Company and becoming a director of a Related Company,
                  or ceasing to be a director of one Related Company and
                  becoming a director of another Related Company; and further
                  provided that the Participant shall not be considered to have
                  ceased being a director of the Company or a Related Company
                  while the Participant is on an approved leave of absence from
                  his or her duties as a director of the Company or a Related
                  Company; and further provided, that if, as a result of a sale
                  or other transaction, the Participant ceases to be a director
                  of the Company or a Related Company, the occurrence of such
                  transaction shall be treated as the Participant's Date of
                  Termination."

                                       3.

         Subsection (f) of Section 7.1 of the Plan is hereby amended in its
entirety by substituting the following therefor:

         "(f)     Eligible Person. The term "Eligible Person" shall mean (i) any
                  employee of the Company or a Related Company, (ii) an
                  individual to whom a bona fide written offer of employment
                  from the Company or a Related Company has been extended or
                  (iii) any Non-Employee Director of the Company or a Related
                  Company."

                                       4.

         Subsection (g) of Section 7.1 shall be amended in its entirety by
substituting the following therefor:

         "(g)     Service Separation. The term "Service Separation" means (i) in
                  the case of a Participant who is an employee of the Company or
                  a Related Company, Participant's resignation from employment,
                  including retirement, or the termination of a Participant from
                  employment of the Company or a Related Company, or (ii) in the
                  case of a Participant who is a Non-Employee Director of the
                  Company or a Related Company, Participant's resignation as a
                  director of the Company or a Related Company, or the removal
                  of a Participant as a director of the Company or a Related
                  Company."



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                                       5.

         A subsection (k) will be added to Section 7.1 of the Plan in order to
incorporate the following defined term into the Plan:

         "(k)     Non-Employee Director. The term "Non-Employee Director" shall
                  mean a director of the Company or a Related Company who, at
                  the time of his or her service as a director, (i) is not
                  otherwise employed by the Company or a Related Company, and
                  (ii) does not receive compensation from the Company or a
                  Related Company for services rendered in any capacity other
                  than as a director of the Company or a Related Company."

                                       6.

         Throughout the Plan, all occurrences of the term "Eligible Employee"
shall be deleted and the term "Eligible Person" shall be substituted therefor.

                                       7.

         Throughout the Plan, all occurrences of the term "Employment
Separation" shall be deleted and the term "Service Separation" shall be
substituted therefor.

                                       8.

         Each amendment made by this Amendment No. 1 to the Plan has been
effected in conformity with the provisions of the Plan.

                                       9.

         This Amendment No. 1 was adopted by the Board of Directors of the
Company on October 5, 1999. Approval of this Amendment No. 1 by the shareholders
of the Company is not required pursuant to the terms and provisions of the Plan
or by applicable law.

         Dated:  October 5, 1999.

                                          FIRST WAVE MARINE, INC.



                                          By: /s/ Frank R. Pierce
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------



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