COOPERATIVE ENDEAVOR AGREEMENT

                    THIS    COOPERATIVE    ENDEAVOR    AGREEMENT    (herein
          "Agreement")  effective  as of May 16, 1997, is made between  the
          STATE OF LOUISIANA (herein  "State"),  acting  by and through the
          Secretary  of  the  Department  of Economic Development  and  the
          Commissioner  of  Administration, the  BOARD  OF  SUPERVISORS  OF
          LOUISIANA  STATE  UNIVERSITY   AND  AGRICULTURAL  AND  MECHANICAL
          COLLEGE,  a  public  constitutional   corporation  organized  and
          existing under the laws of the State of  Louisiana  acting herein
          on behalf of the University of New Orleans (herein "University"),
          UNIVERSITY  OF  NEW  ORLEANS  RESEARCH AND TECHNOLOGY FOUNDATION,
          INC., a non-profit corporation  organized  under  the laws of the
          State  of  Louisiana  (hereinafter  "Foundation"),  and  AVONDALE
          INDUSTRIES, INC., a Louisiana corporation, domiciled in Avondale,
          Jefferson  Parish,  Louisiana,  engaged in maritime manufacturing
          (herein "Avondale").

                                    I. DEFINITIONS

          A. Definitions.

          "Act"  shall  mean Act 149 of the 1993  Regular  Session  of  the
          Legislature.

          "Agreement" shall  mean  this  Cooperative Endeavor Agreement and
          any amendments or modifications thereto.

          "Avondale"  shall  mean Avondale Industries,  Inc.,  a  Louisiana
          corporation domiciled  at  Avondale, Jefferson Parish, Louisiana,
          engaged in maritime manufacturing.

          "Economic Benefit" shall mean  the  impact  on the economy of the
          State of Louisiana of the building construction proposed pursuant
          to the Navy LPD-17 Contract and of the ongoing fulfillment of the
          contract obligations thereunder.

          "Facility"  or  "Facilities"  shall mean the improvements  to  be
          constructed on the Property, to  be  known  as  the  UNO/Avondale
          Maritime Technology Center of Excellence.

          "Foundation"  shall  mean the University of New Orleans  Research
          and  Technology  Foundation,   Inc.,   a   Louisiana   non-profit
          corporation organized, among other things, to develop and operate
          the  University  of New Orleans Research and Technology Park,  to
          develop university-industry  relationships  and  to  support  the
          technology  transfer component of the University or its successor
          in  accordance   with   the   provisions   of   its  articles  of
          incorporation.

          "Ground Lease" shall mean that certain lease of the  Property  by
          University  to  Foundation  which,  among other things, obligates
          Foundation to construct the Facility  on  the  Property  and sets
          forth the terms and conditions pursuant to which the construction
          will  occur,  a copy of which is attached hereto and made a  part
          hereof as Exhibit "A".
          "Legislature" shall mean the Legislature of the State.

          "Navy  LPD-17 Contract"  shall  mean  that  certain  contract  or
          contracts  between  Avondale  and  the United States Navy for the
          production  of a series of up to twelve  (12)  large,  amphibious
          troop transport carriers.

          "Person" shall  mean an individual, a corporation, a partnership,
          a joint venture,  an  association, a trust or any other entity or
          organization, including  a  state  or  municipal  corporation  or
          government   or   political   subdivision   or   an   agency   or
          instrumentality thereof.

          "Property" shall mean the immovable property described on Exhibit
          "B" hereto and leased by University to Foundation.

          "State"  shall mean the State of Louisiana, acting by and through
          the Secretary  of  the Department of Economic Development and the
          Commissioner of Administration.

          "Sublease Agreement"  shall  mean that certain agreement by which
          Foundation  subleases to Avondale  the  property  and  leases  to
          Avondale the Facilities.

          "University"  shall  mean  the  Board of Supervisors of Louisiana
          State  University  and Agricultural  and  Mechanical  College,  a
          public constitutional  corporation  organized  and existing under
          the laws of the State of Louisiana acting herein on behalf of the
          University of New Orleans.

          "UNO" shall mean the University of New Orleans.

          "Vessel"  or  "Vessels"  shall mean any vessel or vessels  to  be
          constructed and delivered pursuant to the Navy LPD-17 contract.

          B. Use of Defined Terms.   Terms  defined in this Agreement shall
          have their defined meanings when used herein and in any document,
          certificate, report or agreement furnished  from  time to time in
          connection  with  this  Agreement  unless  the  context otherwise
          requires.

                     II. STATE'S AUTHORITY AND SCOPE OF AGREEMENT

          A.  Authority  of  State.   The  State of Louisiana, through  the
          Department  of  Economic  Development  and  the  Commissioner  of
          Administration, was granted  the  authority, pursuant to the Act,
          to enter into cooperative endeavor  agreements  with  public  and
          private  associations  or  corporations for the public purpose of
          enhancing or maintaining the economic well-being of the State.

          B.  Scope  of Authorized Agreement.   Such  cooperative  endeavor
          agreements may  provide  for  the  use  of  State  funds  and the
          guarantee  by the State of certain financial obligations, or  may
          otherwise obligate the State financially to achieve the goals set
          forth therein  subject to (a) appropriation by the Legislature of
          requisite  funds,   and  (b)  the  approval  of  the  State  Bond
          Commission.

          C. Condition Precedent.   On  December 26, 1996, the unsuccessful
          bidder filed a protest with the  General  Accounting Office (GAO)
          with  respect  to the award of the Navy LPD-17  Contract  and  on
          December 27, 1996,  Avondale received a stop work order, which is
          customary during protests  of  this  nature.  The GAO will review
          the  award and must render a decision within  one  hundred  (100)
          days of  the  filing  of  the protest.  All obligations described
          hereunder are subject to the  successful  resolution  of the Navy
          LPD-17 Contract protest and Avondale's receipt of a rescission of
          the stop work order.

                           III. AVONDALE'S REPRESENTATIONS

          A.  Representations  of  Avondale to Induce State.  As a material
          inducement to the State to  enter  into  this  Agreement, without
          which  the  State  would  not  have entered into this  Agreement,
          Avondale makes the following representations to the State:

               1. Navy LPD-17 Contract.  On December 17, 1996, the team led
               by Avondale was awarded a contract  for  the construction of
               the first vessel of an anticipated twelve  (12)  of  the new
               LPD-17 class.  Avondale will be assisted in the construction
               by  Bath Iron Works, Hughes Aircraft Company, and Intergraph
               Corp.   Avondale  hopes  to construct eight (8) ships of the
               twelve  (12)  that  are  projected,   and  Bath  Iron  Works
               anticipates  constructing the remaining  four  (4)  vessels.
               The initial contract  for the first vessel is valued at $641
               million  and  contains options  for  the  second  and  third
               vessels bringing  the  total  value  to  approximately  $1.5
               billion.    The   Navy's   plans   call   for  the  ultimate
               construction  of  twelve  (12)  vessels  and,  as  the  lead
               contractor, the Avondale team is in a favorable  competitive
               position for the remaining nine (9) vessels needed  to  meet
               the   Navy's   requirements.   These  new  amphibious  troop
               transport carriers  will be designed to transport personnel,
               landing craft, and helicopters.

               2. Economic Benefit.   The Division of Business and Economic
               Research at UNO at the request  of  Avondale, has prepared a
               study which estimates that the Economic Benefit will include
               approximately 4050 jobs to be produced  or saved, as well as
               the following measurable financial impact:

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               Income Produced                $ 2.6 billion
               Direct Spending                $ 2.9 billion
               Secondary Spending             $ 3.3 billion
               Total Spending                 $ 6.2 billion
               State Tax Revenue             $160.2 million
               Local Tax Revenue             $ 61.3 million
               Total Governmental Revenue    $221.5 million
          An explanation of the projected Economic Benefit is more
          particularly set forth on Exhibit "C" hereto.  The State's
          commitment and the cooperation with UNO were integral parts of
          Avondale's LPD-17 technical proposal.  These elements were key
          discriminators of the Avondale bid and contributed significantly
          to Avondale's ultimate success in acquiring the Navy LPD-17
          Contract.  The Economic Benefit occurring as a result of the
          payment or performance of the State's obligations hereunder will
          equal or exceed the value of the State's obligations.

               3. Duly Organized.  Avondale is a Louisiana corporation
          validly existing and in good standing under the laws of the State
          of Louisiana, and has all powers and all governmental licenses,
          authorizations, qualifications, consents and approvals required
          to carry on its business as now conducted and necessary to the
          ownership, use, operation or maintenance of its properties, and
          in particular, to perform all of its obligations under the Navy
          LPD-17 Contract.

               4. Requisite Power.  Avondale has all requisite power and
          authority to enter into this Agreement and all other documents
          contemplated hereby, including, but not limited to, the Navy LPD-
          17 Contract, and to carry out the terms hereof under applicable
          law including, without limitation, the Act, and has complied with
          all provisions of applicable law including, without limitation,
          the Act, in all matters related to such actions of Avondale as
          are contemplated by this Agreement.

               5. Compliance by Avondale.  Avondale is in full compliance
          with all of the terms and conditions of this Agreement and no
          default hereunder has occurred and is continuing, and no event,
          act or omission has occurred and is continuing which, with the
          lapse of time, the giving of  notice, or both, would constitute
          such a default.

               6. Authority of Avondale.  Avondale has taken or caused to
          be taken all necessary and proper action to authorize the
          execution, issuance and delivery of, and the performance of its
          obligations under this Agreement and any and all instruments and
          documents required to be executed or delivered pursuant hereto or
          in connection herewith.

               7. No Ultra Vires Act.  The execution and delivery of, and
          performance by Avondale of its obligations under this Agreement
          and any and all instruments or documents required to be executed
          in connection herewith were and are within the powers of Avondale
          and will not violate any provisions of any law including, without
          limitation, the Act, regulation, decree or governmental
          authorization, applicable to Avondale or any agreements of
          Avondale with any of its creditors.

               8. Authorizations.  All authorizations which are required to
          be obtained by Avondale under any applicable law in connection
          with the execution, delivery and performance by Avondale of its
          obligations under or in connection with this Agreement have been
          received and all such authorizations are in full force and
          effect.

               9. Validity of Avondale Obligation.  This Agreement
          constitutes a valid and legally binding obligation of Avondale.

               10. Litigation.  Except as may be otherwise disclosed in
          writing pursuant to Exhibit "D" hereto, there is no action, suit,
          investigation or proceeding pending, or to its best knowledge,
          threatened, against Avondale, before any court, arbitrator, or
          administrative or governmental body, or insurance underwriting
          agency which could reasonably be expected to result in a material
          adverse change in the financial condition or operations of
          Avondale or which could reasonably be expected to materially
          adversely affect the ability of Avondale to comply with its
          obligations hereunder or in connection with the transactions
          contemplated hereby, including the Navy LPD-17 Contract.

               11. Accuracy of Statements.  Neither this Agreement nor any
          other documents, certificate or statement furnished to the State
          by or on behalf of Avondale, in connection with the transactions
          contemplated hereby contains any untrue statement of any material
          fact necessary in order to make the statements contained herein
          or therein not misleading with respect to Avondale.  There is no
          fact or circumstance known to Avondale which Avondale has not
          disclosed in writing to the State which materially adversely
          affects or, so far as Avondale can now reasonably foresee, will
          materially adversely affect the condition of Avondale or the
          ability of Avondale to perform its obligations hereunder, or
          under the Navy LPD-17 Contract.

               12. Full  Capabilities to Perform.  Avondale has full
          capabilities to complete all work under the Navy LPD-17 Contract
          in accordance with all terms, conditions, and time periods
          required by the Navy LPD-17 Contract, and Avondale has no
          knowledge of any obligation of Avondale under the Navy LPD-17
          Contract which Avondale cannot fulfill in a timely manner as
          required by the Navy LPD-17 Contract.

               13. Approval of Plans and Consistency with Bid.  Avondale
          has reviewed all currently existing drawings and specifications
          for the work under the Navy LPD-17 Contract, and the work
          required by the drawings and specifications is consistent with
          the scope of the work bid upon by Avondale.  Avondale can timely
          complete all such work in accordance with all terms of the Navy
          LPD-17 Contract.

               14. Labor Matters.  Except as disclosed on Exhibit "E"
          hereto, Avondale hereby represents that as of the date of this
          Agreement, no dispute with organized labor or other labor
          oriented issues exists or is anticipated to exist which could
          affect in a material adverse manner Avondale's ability to perform
          under the Navy LPD-17 Contract.

                         IV. COOPERATIVE ENDEAVOR OBLIGATIONS

          A. Obligations of University.  University hereby agrees that it
          will accept a donation from Avondale of the Property and will
          lease said Property to the Foundation pursuant to the terms of
          the Ground Lease.  University hereby affirms that it will fulfill
          its obligations pursuant to the Ground Lease to Foundation.
          Furthermore, University agrees that it will locate a laboratory
          and support areas for the School of Naval Architecture and Marine
          Engineering in said Facility.  University will operate said
          laboratory in the Facility and will coordinate certain aspects of
          its teaching, research, and public service missions with Avondale
          and with other private shipbuilding entities which choose to
          utilize the resources available through the University of New
          Orleans School of Naval Architecture and Marine Engineering.

          B. Obligations of Foundation.  Foundation agrees that it will
          enter into and fulfill its obligations as set forth in the Ground
          Lease.  Foundation hereby agrees that it will construct the
          Facility on the Property in accordance with plans and
          specifications approved by University and by Avondale and will
          equip said Facility in accordance with the Equipment Plan set
          forth on Exhibit "G" hereto, said Facility and equipment to be
          utilized by Avondale for the design and construction of Vessels
          in satisfaction of Avondale's obligations pursuant to Navy LPD-17
          Contract and other contracts and for the housing of a University
          of New Orleans School of Naval Architecture and Marine
          Engineering laboratory.  The construction and acquisition costs
          to be expended by the Foundation shall not exceed forty million
          and 00/100 dollars (40,000,000.00), exclusive of interest, but
          inclusive of any applicable taxes.  Foundation agrees that it
          shall use the funds received by it pursuant to this Agreement to
          fulfill its obligations hereunder.  Foundation agrees that it
          will enter into a Sublease Agreement for the sublease to Avondale
          of the Property and a lease to Avondale of the Facilities and
          Facility Equipment, said  Sublease Agreement to be in the form
          acceptable to all parties hereto.

          C. Obligations of State.  State hereby agrees that it will
          provide funding as herein stipulated for the accomplishment of
          this Cooperative Endeavor and will pay to Foundation no more than
          the present value of forty million and 00/100 dollars
          ($40,000,000.00) which amount may be paid in one or more
          installments, but shall be paid no later than September 1 of each
          year pursuant to the following schedule not to exceed the
          indicated amounts, limited, however, to the expenditures by
          Foundation for the project:

                    on or before September 1, 1997 $3,743,673.00
                    on or before September 1, 1998 $6,257,928.00
                    on or before September 1, 1999 $7,054,081.00
                    on or before September 1, 2000 $7,194,789.00
                    on or before September 1, 2001 $7,194,789.00
                    on or before September 1, 2002 $7,194,789.00
                    on or before September 1, 2003 $7,194,789.00
                    on or before September 1, 2004 $7,194,789.00
                    on or before September 1, 2005 $7,194,789.00
                    on or before September 1, 2006 $3,451,116.00
                    on or before September 1, 2007 $  936,861.00
                    on or before September 1, 2008 $  140,708.00

           On or before November 1 of each year beginning in 1997,
           Foundation shall submit to the Commissioner of
           Administration documentation supporting the amount to
           be appropriated for the immediately following year in
           satisfaction of the State's obligations herein.  In the
           event that the amount required to be drawn is less than
           the amount initially requested, Foundation shall
           immediately notify the Commissioner of Administration
           and the amount drawn shall be reduced accordingly.
           State agrees that Foundation may use said funds to
           fulfill  its obligations hereunder to provide the
           Facility for the accomplishment of the goals of this
           Cooperative Endeavor in accordance with the provisions
           hereof.

           D. Obligations of Avondale.  Avondale agrees that it
           will donate the Property to University and furthermore
           agrees that it will enter into a Sublease Agreement
           with Foundation for the lease of the Facilities and the
           sublease of the Property.  Avondale agrees that it will
           utilize the Facilities for the design and construction
           of Vessels pursuant to the Navy LPD-17 Contract and
           other contracts.  Avondale agrees that it will fulfill
           its obligations pursuant to said Navy LPD-17 Contract
           and other contracts.  Furthermore Avondale agrees that
           it will provide support to the University of New
           Orleans School of Naval Architecture and Marine
           Engineering by providing to University a Right of Use
           of space constituting initially 12,000 square feet to
           be increased to 21,000 square feet no later than
           January 1, 2002, in the Facility subleased by Avondale
           from Foundation, the location of which space shall be
           as more particularly described on Exhibit "F" hereto.
           Avondale shall assist in the equipping of the space
           subject to the Right of Use as agreed to by the parties
           hereto.  University anticipates that its space will be
           used to house a laboratory for its School of Naval
           Architecture and Marine Engineering.  However,
           notwithstanding anything to the contrary contained
           herein, University may use said space for any purpose
           within its mission which is not incompatible with
           Avondale's use of the Facilities.  Furthermore, at its
           sole option, University may cancel the Right of Use as
           to part or all of said space without penalty.
           University and Avondale will enter into a Right of Use
           Agreement detailing the terms and conditions agreed to
           by the parties.  With respect to the construction of
           the Facility, Avondale will provide all construction
           planning and construction and acquisition management
           services and expertise required to construct the
           Facility and will reimburse UNO and the Foundation for
           the legal and other transaction costs involved in
           accomplishing the Cooperative Endeavor.  Avondale
           agrees that, in the event State fails to fulfill its
           obligations to make payments hereunder to Foundation,
           Avondale will make such payments to Foundation.
           Avondale may recover any such payments from Foundation
           only when and if Foundation receives the appropriation
           for which Avondale made payment to the Foundation.
           Avondale agrees that it will fulfill its obligations
           under the Sublease Agreement, including but not limited
           to the obligation to pay all expenses of operation and
           maintenance of the Facilities, during the term of the
           Lease, and to pay all rental required thereunder.
           Avondale agrees that University shall have full access
           to Avondale's computer system and software and
           technology belonging to Avondale and utilized by
           Avondale in the Facility.  University may access said
           system, software and technology, and access to all
           upgrades thereto will be provided to University.
           Avondale shall prepare an annual report and deliver a
           copy of said report to all parties hereto on or before
           March 1 of the following year detailing the Economic
           Benefit realized for the year, and Avondale shall make
           available for audit by the Legislative Auditor all
           books and records utilized to prepare such report.
           Furthermore, in the event that the costs of the project
           required to be expended by Foundation in constructing
           the Facility in accordance with the plans and
           specifications and in acquiring the Facility Equipment
           in accordance with the Equipment Plan exceed the
           amounts paid by the State Avondale will pay to
           Foundation the amounts required for Foundation to
           fulfill its obligations pursuant to paragraph IV.B
           above to construct and equip the Facility in accordance
           with the approved plans and specifications and
           Equipment Plan.
                                  V. APPROPRIATIONS

           Appropriations.  All obligations of the State under
           this Agreement shall be subject to appropriation by the
           Legislature of sufficient funds therefor and the
           availability of funds following Legislative
           appropriation.  The State, through the Commissioner of
           Administration, agrees to make a good faith effort to
           effect the Legislative appropriation required to
           fulfill the provisions of paragraph IV C hereof,
           including any such appropriation request in the
           Executive Budget, prepared by the Division of
           Administration, but makes no representations,
           warranties or covenants, express or implied, that the
           Legislature will make such appropriations.  A failure
           by the Legislature to appropriate sufficient funds to
           satisfy the State's obligation under this Agreement
           shall not constitute an Event of Default under this
           Agreement, and this Agreement shall continue in full
           force and effect as if the appropriation had been made.

                                    VI. INSURANCE

           VII. Insurance.  The Property and the Facility will be
           insured as set forth in and required by Ground Lease
           and the sublease to Avondale of the property and lease
           to Avondale of the Facilities.

                                     VIII. AUDIT

            Audit.  The Legislative Auditor of the State may audit
            any and all books and records of Avondale and
            Foundation related to this Agreement and to the
            Sublease Agreement, but only to the extent required by
            La. R.S. 39:1516.  Avondale and Foundation shall make
            such books and records available for such purpose
            during reasonable business hours and shall be liable
            for all fees, costs and expenses of the Legislative
            Auditor for such audit and shall retain such books and
            records for three (3) years after the close of the year
            in which the books and records were created or
            generated.

                                 IX. INDEMNIFICATION


            A. Indemnification.  Avondale agrees to indemnify the
            State, University, and the Foundation for, and to hold
            them harmless against, any loss, liability or expense
            (hereinafter, individually a "Loss" and collectively
            the "Losses") actually incurred by State, University,
            or Foundation and arising in connection with this
            Agreement or the Navy LPD-17 Contract, including the
            State, University, or Foundation's reasonable costs and
            expenses of defending against any such claim or
            liability.  This indemnity shall include, but not be
            limited to, losses relating to or in any way arising
            out of injury to persons, property or the environment,
            trademark, patent or invention rights or strict
            liability in tort in connection with the legal or
            beneficial ownership or operation of any facilities of
            Avondale, provided that this indemnity shall not cover
            Losses due to the State's, University's, or
            Foundation's negligence or willful misconduct.

            B. Notice to Avondale.  The State, University, or
            Foundation shall promptly, after receipt of notice of
            the existence of a claim in respect of which the
            indemnity hereunder may be sought or of the
            commencement of any action against the State or
            University in respect of which indemnity hereunder may
            be sought, notify Avondale in writing of the existence
            of such claim or commencement of such action.  Should
            any such action be brought against the State,
            University, or Foundation, it shall notify Avondale of
            the commencement thereof and Avondale shall be entitled
            to participate therein, but each party shall be
            represented by separate counsel unless the State or
            University and Avondale shall otherwise agree.

                                       X. TERM

            Term of this Agreement.  The initial term of this
            Agreement shall be for fifteen (15) years from the
            effective date hereof.  At the conclusion of said
            initial term, with the consent of all parties hereto,
            the term may be extended for one or more additional
            five-year periods up to a total of seven (7) such
            additional five-year periods.

                                  XI. RESEARCH PARK

            Research Park.  The parties recognize and agree that
            the Property will form a part of the University of New
            Orleans Research and Technology Park; provided that the
            obligations of the University in paragraph IVA above
            are not reduced thereby.

                              XII. AFFIRMATIVE COVENANTS

            A. Affirmative Covenants of Avondale.  Until this
            Agreement terminates and all obligations of Avondale
            under or in respect of this Agreement are satisfied in
            full, Avondale shall perform the following

            requirements:

            1. Reports and Other Information.  Avondale will furnish or
                    cause to be furnished to the State:

                    a. as soon as available and in any event within one
                    hundred twenty (120) days after the end of each fiscal
                    year of Avondale, a copy of the annual report for such
                    fiscal year for Avondale, certified by an independent
                    certified public accountant;

                    b. forthwith upon the occurrence of any failure or
                    Event of Default or event, act or omission which, with
                    the giving of notice, the lapse of time, or both, would
                    constitute an Event of Default, a certificate of
                    Avondale setting forth, to the best of its knowledge,
                    the details thereof and the action that Avondale is
                    taking or proposes to take with respect thereto;

                    c. as promptly as practicable, written notice of all
                    litigation filed against Avondale and all proceedings
                    before any court or governmental authority which, if
                    adversely determined, would materially adversely affect
                    the operations or the financial condition of Avondale
                    with respect to the Navy LPD-17 Contract;

                    d. promptly when available, all quarterly, annual, or
                    other filings made with the Securities and Exchange
                    Commission;

                    e. such other information regarding the affairs and
                    condition of Avondale and the Navy LPD-17 Contract as
                    the State may from time to time request, in its sole
                    discretion, in connection with this Agreement and the
                    transactions contemplated hereby and thereunder.

          B. Further Assurances.  From time to time hereafter, Avondale
          shall execute and deliver such additional instruments,
          certificates or documents, and take all such actions as the State
          may reasonably request for the purpose of fulfilling its
          obligations hereunder.

          C. Taxes, Claims, etc.  So long as this Agreement is in effect,
          Avondale shall pay (i) all taxes, assessments and governmental
          charges imposed upon it or upon its property, and (ii) all claims
          including, without limitation, claims for labor, materials,
          supplies or services which might, if unpaid, become a lien upon
          the Property or Facility, unless in each case, the validity or
          amount thereof is being contested in good faith by appropriate
          proceedings and Avondale has maintained adequate reserves with
          respect thereto.

          D. Recourse.  This Agreement is made with full recourse to
          Avondale and pursuant to and upon all the warranties,
          representations, covenants, and agreements on the part of
          Avondale contained herein and otherwise in writing in connection

          herewith.

                                 XIII. MISCELLANEOUS

          A. Severance.  To the fullest extent possible, each provision of
          this Agreement shall be interpreted in such manner as to be
          effective and valid under applicable law, but if any provisions
          of this Agreement shall be prohibited or invalid under such law,
          such provision shall be ineffective to the extent of such
          prohibition or invalidity without invalidating the remainder of
          such provision or the remaining provisions of this Agreement.

          B. Amendments.  This Agreement may be amended only upon the
          written consent of all parties hereto, subject to the approval of
          the State Bond Commission.

          C. No Personal Liability of Avondale or State Officials.  No
          covenant or agreement contained in this Agreement shall be deemed
          to be the covenant or agreement of any official, trustee,
          officer, agent or employee of any party hereto in his individual
          capacity, and neither the officers of any party hereto nor any
          official executing this Agreement shall be liable personally with
          respect to this Agreement or be subject to any personal liability
          or accountability by reason of the execution and delivery of this
          Agreement except to the extent provided by law.

          D. Approvals by the State.  Should the approval of the State be
          necessary for any purpose as required by this Agreement, such
          approval shall be considered effective when received from the
          Commissioner of Administration.

          E. Captions.  The captions or headings in this Agreement are for
          convenience only and in no way define, limit or describe the
          scope or extent of any of the provisions of this Agreement.

          F. Counterparts.  This Agreement may be executed in several
          counterparts, each which shall be an original and all of which
          when taken together shall be deemed one and the same Agreement.

          G. Governing Law.  This Agreement shall be construed in
          accordance with and governed by the laws of the State of
          Louisiana.

          H. Books, Records, and Accounts.  Each party hereto shall keep,
          or cause to be kept, accurate, full, and complete books,
          including bank accounts and accounts showing exclusively any
          financial matters concerning the Facility and the operation
          thereof until three (3) years after the termination of this
          Agreement.

          I. Use of Name.  No party shall make use of any other party's
          name, logo, seal, or trademarks without the prior written consent
          of the party whose name or logo is sought to be utilized.

          J. Addresses for Notices.  Any notice required or permitted to be
          given under or in connection with this Agreement shall be in
          writing and shall be either hand-delivered or mailed, postage
          prepaid by first-class mail, registered or certified, return
          receipt requested, or by private, commercial carrier, express
          mail, such as Federal Express, or sent by telex, telegram,
          telecopy or other similar form of rapid transmission confirmed by
          written confirmation mailed (postage prepaid by first-class mail,
          registered or certified, return receipt requested or private,
          commercial carrier, express mail, such as Federal Express) at
          substantially the same time as such rapid transmission, or
          personally delivered to an officer of the receiving party.  All
          such communications shall be mailed, sent or delivered to the
          address or numbers set forth below, or as to each party at such
          other address or numbers as shall be designated by such party in
          written notice to the other party.

               1. If to the State:
               (Post Office Address for U. S. Postal Service Delivery)
               Mr. Mark Drennen, Commissioner
               Division of Administration
               Capitol Annex
               P. O. Box 94095
               Baton Rouge, LA  70804-9095
               Telephone:  (504) 342-7000
               Telecopy:  (504) 342-1057
               (Street Address for Courier or Express Mail Delivery)
               Mr. Mark Drennen, Commissioner
               Division of Administration
               Capitol Annex
               Room 229, 1051 North 3rd Street
               Baton Rouge, LA  70802

               and

               (Street Address for all Deliveries)
               Mr. Kevin P. Reilly, Sr., Secretary
               Department of Economic Development
               One Maritime Plaza, 101 France Street
               Baton Rouge, LA  70802
               P. O. Box 94185
               Baton Rouge, LA 70804-9185
               Telephone:  (504)342-5388
               Telecopy:  (504) 342-5389

               2. If to Avondale:

               (Post Office Address for U. S. Postal Service Delivery)
               Mr. Thomas M. Kitchen, Vice President and Chief Financial
               Officer
               Avondale Industries, Inc.
               P. O. Box 50280
               New Orleans, LA  70150-0280
               Telephone:  (504)436-5237
               Telecopy:  (504)436-5063
               (Street Address for Courier or Express Mail Delivery)
               Mr. Thomas M. Kitchen, Vice President and Chief Financial
               Officer
               Avondale Industries, Inc.
               5100 River Road
               Avondale, LA  70094

               with a copy to:

               Mr. B. K. Simon, Jr.
               Avondale Industries, Inc.
               P. O. Box 50280
               New Orleans, LA  70150-0280
               Telephone:  (504)436-5664
               Telecopy:  (504)436-5304
               (Street Address for Courier or Express Mail Delivery)
               Avondale Industries, Inc.
               5100 River Road
               Avondale, LA  70094

               3. If to University:

               Dr. Allen A. Copping, President
               Louisiana State University System
               Office of the Board of Supervisors
               of Louisiana State University and
                 Agricultural and Mechanical College
               3810 West Lakeshore Drive
               Baton Rouge, Louisiana 70803
               Telephone:  (504)388-2111
               Telecopy:  (504)388-5524

               with copies to:

               Mr. Patrick Gibbs, Vice Chancellor for Property and
               Facilities Development
               University of New Orleans
               Third Floor, 3300 North Causeway Boulevard
               Metairie, LA  70002
               Telephone:  (504)849-8150
               Telecopy:  (504)849-8111

               4. If to Foundation:

               Ms. Norma Grace, Agent for Service of Process
               University of New Orleans Research and Technology
               Foundation, Inc.
               UNO TEC Center
               Suite 1400, 1600 Canal Street
               New Orleans, LA  70112
               Telephone:  (504)
               Telecopier:  (504)539-9205


               K. Delay or Omission.  No delay or omission in the exercise
               of any right or remedy accruing to the State upon any breach
               by Avondale under this Agreement shall impair such right or
               remedy or be construed as a waiver of any breach theretofore
               or thereafter occurring.  The waiver of any condition or the
               breach of any term, covenant, or condition herein or therein
               contained shall not be deemed to be a waiver of any other
               condition or of any subsequent breach of the same or any
               other term, covenant or condition herein or therein
               contained.
               L. Venue.  The 19th Judicial District Court, East Baton
               Rouge Parish, State of Louisiana, shall be deemed to be the
               exclusive court of jurisdiction and venue for any
               litigation, special proceeding or other proceeding as
               between the parties that may be brought, or arise out of, in
               connection with, or by reason of this Agreement.

               M. Public Records Act.  Avondale and Foundation acknowledge
               that State and University are subject to the Public Records
               Act.

               N. Rules of Interpretation.  The following rules shall apply
               to the construction of this Agreement unless the context

               requires otherwise:

               1. the singular includes the plural and the plural the
               singular;

               2. words importing any gender include the other genders;

               3. references to statutes are to be construed as including
               all statutory provisions consolidating, amending or
               replacing the statute to which reference is made and all
               regulations promulgated pursuant to such statutes;

               4. references to "writing" including printing, photocopy,
               typing, lithography and other means of reproducing words in
               a tangible, visible form;

               5. the words "including," "includes," and "include" shall be
               deemed to be followed by words "without limitation";

               6. references to the introductory paragraph, preliminary
               statements, articles, sections (or subdivision of sections),
               exhibits, appendices, annexes or schedules are to those of
               this Agreement unless otherwise indicated;

               7. references to agreements and other contractual
               instruments shall be deemed to include all subsequent
               amendments and other modifications to such instruments;

               8. references to Persons include their respective successors
               and assigns to the extent successors or assigns are
               permitted or not prohibited by the terms of this Agreement;

               9. "or" is not exclusive;

               10. provisions apply to successive events and transactions;

               11. references to documents or agreements which have been
               terminated or released or which have expired shall be of no
               force and effect after such termination, release, or
               expiration;

               12. references to mail shall be deemed to refer to first-
               class mail, postage prepaid, unless another type of mail is
               specified;

               13. all references to time shall be to Baton Rouge,
               Louisiana, time;

               14. references to specific persons, positions, or officers
               shall include those who or which succeed to or perform their
               respective functions, duties, or responsibilities;

               15. the terms "herein," "hereunder," "hereby," "hereof," and
               any similar terms refer to this Agreement as whole and not
               to any particular articles, sections, or subdivisions
               hereof; and the term "heretofore" means before the Effective
               Date, and the term "hereafter" means after the Effective
               Date; and

               16. all parties have been actively involved in drafting this
               document and no provision hereof shall be constructed in
               favor or of against any party on the basis of such party's
               role in drafting that particular provision.

               This Agreement has been executed by the parties on the dates
               indicated but effective as of the 16th day of May, 1997, in
               the presence of the undersigned witnesses.

               WITNESSES: "University"
                                             BOARD OF SUPERVISORS OF
                                             LOUISIANA STATE UNIVERSITY AND
                                             AGRICULTURAL AND MECHANICAL
                                             COLLEGE


               /s/ NANCY MERRITT             By: /s/ ALLEN A. COPPING
                   -------------                 ---------------------
                                                 Allen A. Copping
                                                 President, Louisiana State
                                                 University System
               /s/ MOLLY SCOTT                   Date: 5/20/97
                   -----------                         ------- 


                                             "Foundation"
                                             UNIVERSITY OF NEW ORLEANS
                                             PROPERTY FOUNDATION, INC.

               /s/ ROBERT GREMILLION JR.     By: /s/ PAUL NALTY
                   ---------------------         -------------- 
                                             Name  Paul Nalty
                                                   ----------
                                             Title Chairman
                                                   --------
               /s/ LESLIE C. LEVY            Date: May 20, 1997
                   --------------                  ------------
 

                                            "Avondale"
                                             AVONDALE INDUSTRIES, INC.



               /s/ ROBIN L. DEMPSEY          By: /s/ THOMAS M. KITCHEN
                   ----------------              ---------------------
                                                 Thomas M. Kitchen
                                             Vice President and
                                             Chief Financial Officer
               /s/ JACKIE H. WALKER          Date: 5-16-97
                   ----------------                -------


                                             "State"
                                             STATE OF LOUISIANA
                                             THROUGH DEPARTMENT OF
                                             ECONOMIC DEVELOPMENT


               /s/ GLADYS M. VERNON          By: /s/ KEVIN P. REILLY
                   ----------------              -------------------
                                             Kevin P. Reilly
                                             Secretary of Department of
                                                  Economic Development
               /s/ JUANITA JOSEPH            Date: 6/3/97
                   ----------------                ------


                                             DIVISION OF ADMINISTRATION


               /s/ KAREN C. BUECHE           By: /s/ MARK DRENNEN
                   ---------------               ----------------
                                             Mark Drennen,
                                             Commissioner of Administration
               /s/ AMY LYNN SMITH            Date: 6/9/97
                   ---------------                 ------


                                 FOR THE DEPARTMENT OF ECONOMIC DEVELOPMENT

               /s/ DARYL MANNY
                   ---------------           By: /s/ RON J. HENSON
                   Contract Monitor              -----------------
                                             Ron J. Henson, Undersecretary  


                                                 /s/ HAROLD PRICE
                                                 ----------------
                                             Harold Price, Assistant Secretary  
                                             Office of Commerce and Industry



          STATE OF LOUISIANA

          PARISH OF EAST BATON ROUGE                         ACKNOWLEDGMENT

                    BE IT KNOWN that on this 20th day of May,                 ,
                                             ----        ---
          1997, before me, the undersigned Notary Public, duly
            --         
          commissioned and qualified in and for the above Parish and State,
          and in the presence of the undersigned competent witnesses,
          personally came and appeared Allen A. Copping, appearing herein
          in his capacity as President, Louisiana State University System,
          who, being by me first duly sworn, declared and acknowledged to
          me, Notary, that he executed the above and foregoing instrument
          on behalf of said Board of Supervisors with full authority of the
          Board of Supervisors and that said instrument is the free act and
          deed of said Board of Supervisors and was executed for the uses,
          purposes and benefits therein expressed.

                    IN TESTIMONY WHEREOF, Appearer has executed this
          acknowledgment in the presence of the undersigned competent
          witnesses and me, Notary, after due reading of the whole.

          WITNESSES:

          /s/ NANCY MERRITT             /s/ ALLEN A. COPPING
              -------------             --------------------  
                                        Allen A. Copping, President
                                        Louisiana State University System
          /s/ MOLLY SCOTT
              -----------


                                    /s/ NANCY C. DOUGHERTY
                                    ----------------------  
                                    NOTARY PUBLIC


          STATE OF LOUISIANA

          PARISH OF ORLEANS                        ACKNOWLEDGMENT

          BE IT KNOWN that on this 20th day of May, 1997, before me,
                                   ---- 
          the undersigned Notary Public, duly commissioned and
          qualified in and for the above Parish and State, and in the
          presence of the undersigned competent witnesses, personally
          came and appeared Paul Nalty, appearing herein in his capacity
          as Chairman of University of New Orleans Research and Technology
          Foundation, Inc., who, being by me first duly sworn, declared
          and acknowledged to me, Notary, that he executed the above
          and foregoing instrument on behalf of said Corporation with full
          authority of its Board of Directors and that said instrument is
          the free act and deed of said Corporation and was executed for
          the uses, purposes and benefits therein expressed.

          IN TESTIMONY WHEREOF, Appearer has executed this acknowledgment 
          in the presence of the undersigned competent witnesses and me,
          Notary, after due reading of the whole.

          WITNESSES:

          /s/ ROBERT GREMILLION JR.     /s/ PAUL A. NALTY
              ---------------------         -------------
                                            Paul A. Nalty
                                        Universitiy of New Orleans
                                        Foundation, Inc.

          /s/ LESLIE C. LEVY
              --------------


                                  /s/ ELIZABETH M. WILLIAMS
                                      --------------------- 
                                  NOTARY PUBLIC

          STATE OF LOUISIANA

          PARISH OF JEFFERSON                        ACKNOWLEDGMENT
                    ---------
 
                    BE IT KNOWN that on this 16th day of May, 1997,
                                             ----        ---    --
          before me, the undersigned Notary Public, duly commissioned
          and qualified in and for the above Parish and State, and in the
          presence of the undersigned competent witnesses, personally
          came and appeared Thomas M. Kitchen, appearing herein in his
          capacity as the Vice President and Chief Financial Officer of
          Avondale Industries, Inc., who, being by me first duly sworn,
          declared and acknowledged to me, Notary, that he executed the
          above and foregoing instrument on behalf of said Corporation
          with full authority of its Board of Directors and that said
          instrument is the free act and deed of said Corporation and
          was executed for the uses, purposes and benefits therein
          expressed.

                    IN TESTIMONY WHEREOF, Appearer has executed this
          acknowledgment in the presence of the undersigned competent
          witnesses and me, Notary, after due reading of the whole.

          WITNESSES:


          /s/ ROBIN L. DEMPSEY           /s/ THOMAS M. KITCHEN  
              ----------------               -----------------
                                         Thomas M. Kinchen, Vice President
                                             and Chief Financial Officer
                                         Avondale Industries, Inc.
          /s/ JACKIE H. WALKER
              ---------------- 


                                    /s/ A. BLOMKALNS
                                        ------------  
                                    NOTARY PUBLIC



          STATE OF LOUISIANA

          PARISH OF EAST BATON ROUGE                 ACKNOWLEDGMENT
                    ----------------                 

                    BE IT KNOWN that on this 3rd day of June, 1997,
                                             ---        ----    --
          before me, the undersigned Notary Public, duly commissioned
          and qualified in and for the above Parish and State, and in the
          presence of the undersigned competent witnesses, personally
          came and appeared Kevin P. Reilly, appearing herein in his
          capacity as Secretary of the State of Louisiana through the
          Department of Economic Development, who, being by me first
          duly sworn, declared and acknowledged to me, Notary, that he
          executed the above and foregoing instrument on behalf of said
          Department of Economic Development with full authority and
          that said instrument is the free act and deed of said
          Department of Economic Development and was executed for the
          uses, purposes and benefits therein expressed.

                    IN TESTIMONY WHEREOF, Appearer has executed this
          acknowledgment in the presence of the undersigned competent
          witnesses and me, Notary, after due reading of the whole.

          WITNESSES:


          /s/ GLADYS M. VERNON             /s/ KEVIN P. REILLY
              ----------------                 --------------- 

                                          Kevin P. Reilly
                                          Secretary of Department of
                                          Economic Development

          /s/ JUANITA JOSEPH
              --------------


                                    /s/ DARYL K. MANNY
                                        --------------
                                    NOTARY PUBLIC


          STATE OF LOUISIANA

          PARISH OF                                   ACKNOWLEDGMENT
                    ------------- 

                    BE IT KNOWN that on this    day of       ,  19   ,
          before me, the undersigned Notary Public, duly commissioned
          and qualified in and for the above Parish and State, and in the
          presence of the undersigned competent witnesses, personally
          came and appeared Mark Drennan, appearing herein in his capacity
          as Commissioner of Administration of the State of Louisiana,
          who, being by me first duly sworn, declared and acknowledged to
          me, Notary, that he executed the above and foregoing instrument
          on behalf of the Division of Administration with full authority
          and that said instrument is the free act and deed of said
          Division of Administration and was executed for the uses,
          purposes and benefits therein expressed.

                    IN TESTIMONY WHEREOF, Appearer has executed this
          acknowledgment in the presence of the undersigned competent
          witnesses and me, Notary, after due reading of the whole.


          WITNESSES:


          /s/ KAREN C. BUECHE            /s/ MARK DRENNEN
              ---------------                ------------
                                         Mark Drennen
                                         Commissioner of Administration
                                         State of Louisiana



                                    /s/ PAMELA MILLER PERKINS
                                        ---------------------
                                    NOTARY PUBLIC