UNIFAB INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>














                         STOCK PURCHASE AGREEMENT


                              by and between


                        UNIFAB INTERNATIONAL, INC.


                                    and


                    THE PURCHASERS LISTED ON SCHEDULE A



                      Dated as of September 18, 2000




<PAGE>


                         STOCK PURCHASE AGREEMENT


     This  Stock  Purchase  Agreement  (this  "AGREEMENT")  is  dated as of
September  18,   2000  between  UNIFAB  International,  Inc.,  a  Louisiana
corporation (the "COMPANY"), and The Purchasers Listed On Schedule  A  (the
"PURCHASERS").   The Company and the Purchasers may hereinafter be referred
to collectively as  the  "PARTIES" or individually as a "PARTY."  Except as
otherwise indicated herein,  capitalized  terms  used herein are defined in
APPENDIX A.

                          PRELIMINARY STATEMENTS
                          ----------------------

     A.   The Company wishes the Purchasers to make an equity investment in
the Company.

     B.   The Company and the Purchasers desire to  enter into an agreement
pursuant to which the Purchasers will purchase from the  Company,  and  the
Company  will sell to the Purchasers, the restricted common stock described
herein.

     NOW,  THEREFORE, in consideration of the mutual promises and covenants
hereof, and for other good, valuable and binding consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows:

                          STATEMENT OF AGREEMENT
                          ----------------------

                                 ARTICLE I

                      ISSUANCE AND PURCHASE OF SHARES
                      -------------------------------

     1.1  ISSUANCE  AND PURCHASE OF COMMON STOCK.  Subject to the terms and
conditions of this Agreement, the Company shall sell to the Purchasers, and
the Purchasers shall  purchase  from the Company, One Million Three Hundred
Thousand (1,300,000) shares (the  "SHARES")  of the Company's common stock,
par  value  $.01 per share, for a purchase price of  $9.50 per  share  (the
"PURCHASE PRICE").

     1.2  SETTLEMENT.   The  settlement  of  the transactions  contemplated
herein (the "SETTLEMENT") shall take place at  the offices of Bass, Berry &
Sims PLC, 100 Peabody Place, Suite 950, Memphis,  Tennessee  38103 at 10:00
a.m.  Memphis, Tennessee time  on or before September  27,  2000,  or  such
other  time,  date  or  place  as  the  Parties  may  mutually  agree  (the
"SETTLEMENT  DATE").   At  the  Settlement, (a) Purchasers shall pay to the
Company, by wire transfer of immediately available funds to such account or
accounts designated in writing by the Company, the Purchase Price per share
of Common  Stock purchased  pursuant  hereto;  (b) the Company  shall issue
to  Purchasers  the  Shares  and  deliver  to  Purchasers  certificates for
the  Shares  duly  registered  in  the  name  of  Purchasers; and  (c)  the
Company shall   deliver   a  legal  opinion  from  the  Company's  counsel,
Jones, Walker, Waechter, Poitevent, Carrere  &  Denegre,  L.L.P.,  in  form

                                        1
<PAGE>

and  substance  satisfactory  to  Purchasers,  and expressing  the opinions
identified on SCHEDULE 1.2(C) hereto.


                                ARTICLE II

                      RESTRICTIONS ON TRANSFERABILITY
                      -------------------------------

     The  Shares  shall  not  be  transferred  before satisfaction  of  the
conditions specified in this Article II, which conditions  are  intended to
ensure  compliance with the provisions of the Securities Act and applicable
state  securities  laws  with  respect  to  the  transfer  of  any  Shares.
Purchasers, by entering into this Agreement and accepting the Shares, agree
to be bound by the provisions of this Article II.

     2.1  RESTRICTIVE LEGEND.  Except as otherwise provided in this Article
II, each  certificate  representing  Shares (the "RESTRICTED COMMON STOCK")
shall be stamped or otherwise imprinted  with a legend in substantially the
following form:

          "THE SECURITIES REPRESENTED BY THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED   UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
     "SECURITIES ACT"),  OR  ANY  APPLICABLE STATE SECURITIES LAWS, AND MAY
     NOT  BE  SOLD  OR  OTHERWISE TRANSFERRED,  UNLESS  AN  EXEMPTION  FROM
     REGISTRATION UNDER THE  SECURITIES  ACT  AND ANY APPLICABLE SECURITIES
     LAWS, OR ANY RULE OR REGULATION PROMULGATED  THEREUNDER, IS AVAILABLE.
     SUCH  SECURITIES  ARE  SUBJECT  TO  THE  RESTRICTIONS  AND  PRIVILEGES
     SPECIFIED IN THE STOCK PURCHASE AGREEMENT,   DATED AS OF SEPTEMBER 18,
     2000, BETWEEN UNIFAB INTERNATIONAL, INC. AND  THE PURCHASERS LISTED ON
     SCHEDULE A THERETO, A COPY OF WHICH IS ON FILE  WITH  THE SECRETARY OF
     UNIFAB INTERNATIONAL, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE
     HOLDER  HEREOF  UPON WRITTEN REQUEST.  THE HOLDER OF THIS  CERTIFICATE
     AGREES TO BE BOUND  BY THE TERMS AND CONDITIONS OF SUCH STOCK PURCHASE
     AGREEMENT."

     2.2  TRANSFERS. Each  Holder agrees that it will not sell, transfer or
otherwise dispose of any shares  of Restricted Common Stock, in whole or in
part,  except pursuant to an effective  registration  statement  under  the
Securities   Act  or  an  exemption  from  registration  thereunder.   Each
certificate, if  any,  evidencing  such  shares  of Restricted Common Stock
issued upon such transfer shall bear the restrictive  legend  set  forth in
Section  2.1, unless in the written opinion of the transferee's or Holder's
counsel delivered  to  the  Company in connection with such transfer (which
opinion shall be reasonably satisfactory to the Company) such legend is not
required in order to ensure compliance with the Securities Act.

     2.3  TERMINATION  OF  RESTRICTIONS.    The   restrictions  imposed  by
this    Article   II   upon   the   transferability   of   the   Restricted
Common  Stock  and   the   legend   requirement   of  Section   2.1   shall

                                        2

<PAGE>

terminate as to any particular Share  (i) when and so long as such security
shall  have  been  registered  under  the  Securities  Act  and disposed of
pursuant thereto, or (ii) when the Holder thereof  shall  have delivered to
the Company the written opinion of  counsel to such Holder,  which  opinion
shall be reasonably  satisfactory to  the Company, stating that such legend
is  not  required  in  order  to ensure compliance with the Securities Act.
Whenever the  restrictions  imposed by  this  Article  II  shall  terminate
as  to  any Restricted  Common Stock,  as herein above provided, the Holder
thereof  shall be  entitled to receive  from the Company, at the expense of
the Company,  a new certificate representing such Common Stock, not bearing
the restrictive  legend set forth in Section 2.1.


                                ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
              ----------------------------------------------

     As a material inducement to Purchasers entering  into  this  Agreement
and   purchasing  the  Shares,  the  Company  represents  and  warrants  to
Purchasers as follows:

     3.1  CORPORATE   STATUS.    The   Company   is   a   corporation  duly
incorporated, validly existing and in good standing under the  laws  of the
State  of  Louisiana.   The  Company  has all requisite corporate power and
authority to own or lease, as the case  may be, its properties and to carry
on its business as now conducted.  The Company  and  its  Subsidiaries  are
qualified or licensed to conduct business in all jurisdictions where its or
their  ownership  or  lease  of  property  and  the conduct of its or their
business requires such qualification or licensing,  except  to  the  extent
that failure to so qualify or be licensed would not have a Material Adverse
Effect  on  the  Company.   There is no pending, or to the knowledge of the
Company  threatened,  proceeding   for   the  dissolution,  liquidation  or
insolvency of the Company or any of its Subsidiaries.

     3.2  CORPORATE POWER AND AUTHORITY.   The  Company  has  the corporate
power  and authority to execute and deliver this Agreement, to perform  its
obligations  hereunder and consummate the transactions contemplated hereby.
The Company has  taken  all  necessary  corporate  action  to authorize the
execution, delivery and performance of this Agreement and the  transactions
contemplated hereby.

     3.3  ENFORCEABILITY.   Each  of  this  Agreement  and the Registration
Rights  Agreement  of  even  date  herewith  between  the Company  and  the
Purchasers (the "Registration Rights Agreement") has been duly executed and
delivered  by  the  Company  and  constitutes  a legal, valid  and  binding
obligation of the Company, enforceable against the  Company  in  accordance
with its terms, except as the same may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws  affecting  the
enforcement of creditors' rights generally and general equitable principles
regardless  of whether such enforceability is considered in a proceeding at
law or in equity.

     3.4  NO  VIOLATION.   The   execution  and  delivery  by  the  Company
of   each  of   this  Agreement  and  the  Registration  Rights  Agreement,
the   consummation    of   the   transactions   contemplated   hereby   and
thereby, and  the  compliance   by   the   Company   with  the  terms   and

                                        3

<PAGE>

provisions  hereof  and  thereof, will  not  (a) result  in  a violation or
breach of, or constitute,  with  the  giving  of notice or lapse  of  time,
or  both,  a  material  default  (or give rise to any right of termination,
cancellation  or  acceleration)  under,  any  of  the  terms, conditions or
provisions of any Contract to which the Company or any of its  Subsidiaries
is a  party  or by  which  the  Company  or  any of its Subsidiaries or any
material portion of the Company's or its Subsidiaries' properties or assets
may be bound, (b) violate  any Requirement of Law applicable to the Company
or  any  of  its  Subsidiaries  or any material portion  of  the  Company's
properties  or  assets  or  (c) result in  the  imposition of any Lien upon
any of the properties or assets  of the Company or any of its Subsidiaries;
except  where any of the foregoing would not have a Material Adverse Effect
on the Company.

     3.5  CONSENTS/APPROVALS.    The  Company  has  obtained  any  and  all
consents, approvals, waivers or other  actions  by  any Person(s) under any
Contract(s)  to which either the Company or any of its  Subsidiaries  is  a
party, or by which  any of their respective properties or assets are bound,
which are required or  necessary for the execution, delivery or performance
by the Company of this Agreement  or  the Registration Rights Agreement and
the consummation of the transactions contemplated  hereby, except where the
failure  to  obtain  such consents, filings, authorizations,  approvals  or
waivers or make such filings  would  not  have a Material Adverse Effect on
the Company.

     3.6  CAPITALIZATION.   The authorized capital  stock  of  the  Company
consists of 20,000,000 shares  of  Common  Stock  and  5,000,000  shares of
Preferred  Stock.   As  of  August  1,  2000,  the  Company had outstanding
6,825,950  shares  of  Common  Stock,  all  of which were duly  authorized,
validly issued, fully paid and non-assessable and had no outstanding shares
of  Preferred Stock.  Except (a) as contemplated  by  this  Agreement,  (b)
options  to  acquire  no more than 888,000 shares of Common Stock under the
Company's option plans,  and (c) as set forth in the Company's SEC Reports,
there  are  (y)  no  rights,  options,  warrants,  convertible  securities,
subscription  rights  or  other  agreements,  calls,  plans,  contracts  or
commitments of any kind relating to  the  issued and unissued capital stock
of, or other equity interest in, the Company  outstanding or authorized and
(z)  no  contractual obligations of the Company to  repurchase,  redeem  or
otherwise acquire any shares of the Company Common Stock.  Upon delivery to
the Purchasers  of  the certificates representing the Shares and payment of
the Purchase Price, the  Purchasers will acquire good, valid and marketable
title,  subject  to the limitations  on  marketability  contained  in  this
Agreement or imposed  pursuant to the Securities Act, to and beneficial and
record ownership of the  Shares,  and  the  Shares  will be validly issued,
fully paid and non-assessable.  The Company has duly  reserved,  solely for
purposes  of  issuance  upon exercise of warrants to purchase Common  Stock
issued to Morgan Keegan &  Company,  Inc. (the "Placement Warrant") and the
Penalty Warrant (as defined in Section  5.6  below),  the  shares of Common
Stock  issuable  upon  exercise  of the Placement Warrants and the  Penalty
Warrant.

     3.7  SEC REPORTS AND NASDAQ ELIGIBILITY.   Since  September  30, 1998,
the  Company  has  made   all  filings   (the  "SEC REPORTS")  required  to
be  made  by   it  under  the  Securities  Act   of  1933  (the  SECURITIES
ACT")  and   the   Securities   Exchange   Act  of  1934,   (the  "EXCHANGE
ACT").    The   SEC  Reports,  when  filed,  complied   in   all   material
respects  with  all  applicable  requirements  of  the  Securities Act  and
the  Exchange  Act and  the securities  laws,  rules and regulations of any

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state  and  pursuant to any Requirements
of Law.  The SEC Reports, when filed, did not contain  an  untrue statement
of a material fact or omit to state a material fact required  to  be stated
therein or necessary in order to make the statements made therein, in light
of  the  circumstances  under  which  they  were made, not misleading.  The
Company has delivered or made accessible to Purchasers  true,  accurate and
complete  copies  of  the  SEC Reports which were filed with the SEC  since
September 30, 1998.  The Company's  Common  Stock is currently eligible for
trading on the Nasdaq National Market.

     3.8  FINANCIAL STATEMENTS.  Each of the balance sheets included in the
SEC Reports (including any related notes and  schedules) fairly presents in
all material respects the consolidated financial  position  of  the Company
and  its  Subsidiaries  as  of  its  date,  and each of the other financial
statements included in the SEC Reports (including  any  related  notes  and
schedules)  fairly  presents  in  all  material  respects  the consolidated
results of operations or other information therein of the Company  and  its
Subsidiaries  for  the  periods  or  as  of  the dates therein set forth in
accordance  with  GAAP  consistently applied during  the  periods  involved
(except  that  the  interim   reports   are  subject  to  normal  recording
adjustments  which might be required as a  result  of  year-end  audit  and
except as otherwise stated therein).

     3.9  UNDISCLOSED  LIABILITIES.  As  of  August  15,  2000,  except for
liabilities  and  losses incurred in the ordinary course of business  since
June 30, 2000, the  Company  and  its Subsidiaries do not have any material
direct   or  indirect  indebtedness,  liability,   claim,   loss,   damage,
deficiency,  obligation  or  responsibility,  fixed  or  unfixed, choate or
inchoate, liquidated or unliquidated, secured or unsecured, subordinated or
unsubordinated,   matured  or  unmatured,  accrued,  absolute,  contingent,
regulatory or administrative charges or lawsuits brought, whether or not of
a kind required by GAAP to be set forth on a financial statement, that were
not  fully and adequately  reflected  or  reserved  for  in  the  financial
statements contained in the Company's Quarterly Report on Form 10-Q for the
fiscal  quarter  ended  June  30,  2000  or  otherwise disclosed in the SEC
Reports.

     3.10 MATERIAL CHANGES.  Except as set forth  in the SEC Reports, since
June 30, 2000 there has been no Material Adverse Change in the Company.  In
addition,  the  description  of  the Company's business  contained  in  the
Company's Annual Report on Form 10-K  for  the  fiscal year ended March 31,
2000 is not materially inconsistent with its current operations.  Except as
set  forth  in  the SEC Reports, since June 30, 2000  there  has  not  been
(i) any direct or indirect redemption, purchase or other acquisition by the
Company of any shares  of  the  Common  Stock  or (ii) declaration, setting
aside or payment of any dividend or other distribution  by the Company with
respect of the Common Stock.

     3.11 LITIGATION.  Except as set forth in the SEC Reports,  neither the
Company  nor  any  of  its  Subsidiaries  has  received  any  notice of any
outstanding  judgments,  rulings,  orders,  writs,  injunctions, awards  or
decrees of any court, government or other authority against  the Company or
its Subsidiaries which could have a Material Adverse Effect.  Except as set
forth  in  the SEC Reports, neither the Company nor any of its Subsidiaries
is party to any litigation or similar proceeding which will have a Material
Adverse Effect on the Company.

                                        5
<PAGE>

     3.12 INVESTMENT  COMPANY.   The Company is not and after giving effect
to the sale of the Shares will not  be an "investment company" or an entity
"controlled" by an "investment company"  as  such  terms are defined in the
Investment Company Act of 1940, as amended.

     3.13 NO  COMMISSIONS.   Except  for fees payable to  Morgan  Keegan  &
Company, Inc., the Company has not incurred any obligation for any finder's
or broker's or agent's fees or commissions  in connection with the purchase
of the Shares.

                                ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF PURCHASERS
               --------------------------------------------

     As a material inducement to the Company  entering  into this Agreement
and  issuing  and/or  selling  the  Shares,  each Purchaser represents  and
warrants to the Company as follows:

     4.1  INVESTMENT INTENT.  The Purchaser is acquiring the Shares for the
Purchaser's own account and with no present intention  of  distributing  or
selling  the  Shares  or  any interest in the Shares.  The Purchaser agrees
that it will not sell or otherwise  dispose  of  any  of  the Shares or any
interest  in  the  Shares  unless such sale or other disposition  has  been
registered  or qualified (as  applicable)  under  the  Securities  Act  and
applicable state  securities  laws  or,  in  the opinion of the Purchaser's
counsel  delivered  to  the  Company  (which opinion  shall  be  reasonably
satisfactory to the Company) such sale  or other disposition is exempt from
registration or qualification under the Securities Act and applicable state
securities laws.  The Purchaser understands  that  the  sale  of the Shares
acquired  by  the  Purchaser  hereunder  has not been registered under  the
Securities Act, but the Shares are issued  through transactions exempt from
the registration and prospectus delivery requirements  of  Section  4(2) of
the  Securities Act, and that the reliance of the Company on such exemption
from registration  is  predicated  in  part  on  these  representations and
warranties of the Purchaser.  The Purchaser acknowledges  that  pursuant to
Section 2.1 a restrictive legend consistent with the foregoing has  been or
will  be  placed  on  the  certificates  representing the Shares until such
legend is permitted to be removed under applicable  law. The Purchaser will
have no right to require registration of the Shares,  and  the  Company  is
under  no  obligation  to  cause  an  exemption  to be available, except as
provided in the Registration Rights Agreement attached  as EXHIBIT B hereto
(the "Registration Rights Agreement").

     4.2  ADEQUATE  INFORMATION.   The Company has made available  and  the
Purchaser  has reviewed  such  information  that  the  Purchaser  considers
necessary or  appropriate to evaluate the risks and merits of an investment
in the Shares (including,  without  limitation, the Company's Form 10-K for
the fiscal year ended March 31, 2000,  Form  10-Qs for the quarterly period
ended June 30, 2000, and Current Reports on Form 8-K since April 1, 2000.

     4.3  OPPORTUNITY TO QUESTION.   The Purchaser  has had the opportunity
to  question,  and,  to  the  extent  deemed necessary or appropriate,  has
questioned representatives of the Company  so  as  to  receive  answers and
verify information obtained in the Purchaser's examination of the  Company,
including  the  information that the Purchaser has reviewed in relation  to
its investment in the Shares.

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<PAGE>

     4.4  NO OTHER  REPRESENTATIONS.     No oral or written representations
have  been  made  to  the  Purchaser  in connection  with  the  Purchaser's
acquisition  of the Shares which were in  any  way  inconsistent  with  the
information reviewed  by the Purchaser.  The Purchaser acknowledges that no
representations or warranties  of any type or description have been made to
it by any Person with regard to  the  Company, any of its Subsidiaries, any
of their respective businesses, properties  or prospectus or the investment
contemplated  herein,  other than the representations  and  warranties  set
forth in Article III hereof.   The  Purchaser  has not made its decision to
acquire Shares or to execute and deliver this Agreement on the basis of any
belief  that  any  officer, director or affiliate of  the  Company  or  any
current stockholder  of the Company would make an investment in the Company
now or in the future.

     4.5  KNOWLEDGE  AND   EXPERIENCE.    The   Purchaser  is  a  Qualified
Institutional  Buyer  as  such  term  is  defined in Rule  144A  under  the
Securities  Act.   The  Purchaser  has  such knowledge  and  experience  in
financial, tax and business matters, including  substantial  experience  in
evaluating  and  investing  in common stock and other securities (including
the common stock and other securities of new and speculative companies), so
as to enable the Purchaser to utilize the information made available to the
Purchaser in order to evaluate the merits and risks of an investment in the
Shares and to make an informed investment decision with respect thereto.

     4.6  ADDITIONAL  REPRESENTATIONS.   Each   Purchaser  will  make  such
additional  representations  and  warranties and furnish  such  information
regarding the Purchaser's investment  experience  and financial position as
the  Company may reasonably require, and if there should  be  any  material
change  in the information set forth herein or in the Purchaser Suitability
Questionnaire prior to the closing of the sale of the Shares, the Purchaser
will immediately  furnish  such  revised  or  corrected  information to the
Company.

     4.7  OFFERING MEMORANDUM.  The Purchaser has received  a  copy  of the
Confidential Memorandum dated September 6, 2000 and any and all amendments,
supplements  and  Appendices thereto.  Except for the information contained
in the Memorandum and  except for the information that the Purchaser or its
advisors, if any, have requested,  neither  the  Purchaser nor its advisors
has been furnished any offering material or literature by the Company.

     4.8  INDEPENDENT  DECISION.   The  Purchaser is  not  relying  on  the
Company or on any legal or other opinion  in  the materials reviewed by the
Purchaser  with  respect  to  the financial or tax  considerations  of  the
Purchaser relating to its investment  in  the  Shares.   The  Purchaser has
relied solely on the representations, warranties, covenants and  agreements
of  the  Company  in  this  Agreement (including the Exhibits and Schedules
hereto) and on its examination  and independent investigation in making its
decision  to acquire the Shares.   The  Purchaser  has  been  afforded  the
opportunity  to  obtain,  and  has been furnished, all material that it has
requested relating to the proposed  operation  of  the  Company,  any other
matters  relating  to  the  business and properties of the Company and  the
offering and sale of the Shares.

                                        7
<PAGE>

     4.9  LEGAL  EXISTENCE  AND   AUTHORITY.    If   the   Purchaser  is  a
corporation, partnership, limited liability company, trust or other entity,
the  Purchaser  has  been duly formed and is validly existing and  in  good
standing under the laws  of  the  jurisdiction  of  its formation with full
power and authority to acquire and hold the Shares and  to execute, deliver
and  comply  with  the  terms  of  this Agreement and such other  documents
required to be executed and delivered by the undersigned in connection with
this subscription.

     4.10. NO DEFAULTS OR CONFLICTS.   The  execution  and delivery of this
Agreement by the Purchaser and the performance of its obligations hereunder
does  not  conflict  with  or  constitute  a default under any  instruments
governing  the Purchaser, or any law, regulation,  order  or  agreement  to
which the Purchaser is a party or to which the undersigned is bound.

     4.12. VALIDITY;  ENFORCEABILITY;  BINDING  EFFECT.  This Agreement and
the Registration Rights Agreement delivered herewith  have  been  duly  and
validly  authorized,  executed  and  delivered  by  the  Purchaser, and the
agreements  herein  and  therein constitute valid, binding and  enforceable
agreements of the Purchaser.   The  Purchaser  is not a partnership, common
trust fund, special trust, pension fund, retirement plan or other entity in
which the partners or participants, as the case  may  be, may designate the
particular investments to be made or the allocation thereof.

     4.13. CONFIDENTIALITY.  The Purchaser has agreed not  to  disclose and
to  maintain as confidential and use solely for purposes of evaluating  the
transaction  described  herein  all  non-public  information related to the
Company  of  which  it  is  in  possession.  Unless required  by  law,  the
Purchaser has not disclosed and shall  not  disclose,  and  shall  maintain
confidential  any  non-public  information related to the Company, provided
that the undersigned may disclose  such information to any of its advisors,
attorneys  and  accountants, if such advisor,  attorney  and/or  accountant
shall have agreed to be bound by this provision.


                                 ARTICLE V

                                 COVENANTS
                                 ---------

     5.1  FILINGS.   Each of the Company and the Purchasers shall make on a
prompt and timely basis  all  governmental  or regulatory notifications and
filings required to be made by it for the consummation  of the transactions
contemplated hereby.

     5.2  FURTHER ASSURANCES.  Each of the Company and the Purchasers shall
execute  and  deliver such additional instruments and other  documents  and
shall take such  further  actions  as  may  be  necessary or appropriate to
effectuate, carry out and comply with all of the  terms  of  this Agreement
and the transactions contemplated hereby.

     5.3  COOPERATION.   Each  of  the  Company  and  the Purchasers  agree
to   cooperate   with   the   other  in  the   preparation  and  filing  of
all    forms,    notifications,   reports   and   information,    if   any,
required  or  reasonably  deemed  advisable  pursuant to   any  Requirement
of   Law   in   connection  with  the  transactions  contemplated  by  this
Agreement   and   to    use   their  respective   best   efforts  to  agree

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<PAGE>

jointly  on  a method  to  overcome  any  objections  by  any  Governmental
Authority to any such  transactions; provided that, any reasonable, out-of-
pocket expenses  incurred  by  the  Purchasers  shall be reimbursed  by the
Company.   Except as may be specifically  required  hereunder, none of  the
Parties or their respective Affiliates shall  be  required to agree to take
any action that in the reasonable opinion of such  Party would result in or
produce a Material Adverse Effect on such Party.

     5.4  NOTIFICATION OF CERTAIN  MATTERS.  Each  of  the  Company and the
Purchasers shall give prompt notice to the other of the occurrence, or non-
occurrence,  of any event which would be likely to cause any representation
or warranty herein  to  be untrue or inaccurate, or any covenant, condition
or agreement herein not to be complied with or satisfied.

     5.5  SHARE MAINTENANCE.  The Company covenants and agrees that (a) all
shares of Common Stock issuable  upon exercise of the Penalty Warrant, upon
issuance in accordance with the terms  thereof,  and  the  payment  of  the
purchase  price  therefor,  will  be  duly  authorized,  validly issued and
outstanding, fully paid and nonassessable, and free from all  taxes,  liens
and  charges  with respect to the issuance thereof other than those created
by or arising through  the Purchasers, and all such shares shall be sold to
the  Purchasers pursuant  to  an  exemption  from  registration  under  the
Securities Act or an effective registration statement, (b) the Company will
from time  to  time take all actions necessary to assure that the par value
per share of the  Common  Stock  is  at all times equal to or less than the
applicable price for such shares, and  (c)  the  Company  will at all times
during  the exercise period have authorized and reserved sufficient  shares
of Common Stock to provide for the exercise of the Penalty Warrant in full.

     5.6  ISSUANCE  OF  PENALTY  WARRANT.   The Company agrees to issue the
warrant  to  purchase  Common  Stock  described  in  Section  9.11  of  the
Registration Rights Agreement at the time provided therein.


                                ARTICLE VI

                              INDEMNIFICATION
                              ---------------

     6.1  INDEMNIFICATION GENERALLY.  The Company, on the one hand, and the
Purchasers, on the other hand, shall indemnify the  other  from and against
any  and  all  losses,  damages,  liabilities,  claims,  charges,  actions,
proceedings,  demands,  judgments,  settlement  costs  and  expenses of any
nature  whatsoever  (including,  without  limitation, attorneys'  fees  and
expenses) or deficiencies resulting from any  breach  of  a representation,
warranty  or  covenant by the Indemnifying Party (including indemnification
by the Company of the Purchasers for any failure by the Company to deliver,
or  for any failure  by  the  Purchasers  to  receive,  stock  certificates
representing  the  Shares  on the Settlement Date) and all claims, charges,
actions  or  proceedings incident  to  or  arising  out  of  the  foregoing
("LOSSES").  Notwithstanding  the  foregoing,  the Indemnifying Party shall
not be liable for any Losses to the extent such Losses arise out of, result
from,  or  are  increased  by,  the  breach of this Agreement  by,  or  the
fraudulent acts of, the Indemnified Party.

                                        9
<PAGE>


     6.2  INDEMNIFICATION   PROCEDURES.     Each    Person    entitled   to
indemnification under this Article VI (an "INDEMNIFIED PARTY")  shall  give
notice  as  promptly  as  reasonably  practicable to each party required to
provide indemnification under this Article  VI (an "INDEMNIFYING PARTY") of
the commencement of any action, suit, proceeding or investigation or threat
thereof  made  in  writing  in  respect of which indemnity  may  be  sought
hereunder; provided, however, failure  to  so  notify an Indemnifying Party
shall not relieve such Indemnifying Party from any  liability  that  it may
have otherwise than on account of this indemnity agreement so long as  such
failure   shall   not  have  materially  prejudiced  the  position  of  the
Indemnifying Party.   Upon  such notification, the Indemnifying Party shall
assume the defense of such action  if  it  is  a  claim  brought by a third
party,  and  after  such  assumption  the  Indemnified Party shall  not  be
entitled to reimbursement of any expenses incurred by it in connection with
such action except as described below.  In any such action, any Indemnified
Party shall have the right to retain its own  counsel,  but  the  fees  and
expenses  of such counsel shall be at the expense of such Indemnified Party
unless (i)  the  Indemnifying  Party  and  the Indemnified Party shall have
mutually  agreed to the contrary or (ii) the  named  parties  in  any  such
action (including  any  impleaded  parties)  include  both the Indemnifying
Party and the Indemnified Party and representation of both  parties  by the
same counsel would be inappropriate due to actual or potential differing or
conflicting  interests  between  them.   An  Indemnifying  Party who is not
entitled to, or elects not to, assume the defense of a claim  shall  not be
obligated to pay the fees and expenses of more than one counsel in any  one
jurisdiction  for  all  parties indemnified by such Indemnifying Party with
respect to such claim, unless in the reasonable judgment of any Indemnified
Party a conflict of interest  may  exist between such Indemnified Party and
any other of such Indemnified Parties  with respect to such claim, in which
event  the  Indemnifying  Party shall be obligated  to  pay  the  fees  and
expenses of such additional  counsel  or  counsels.  The Indemnifying Party
shall not be liable for any settlement of any  proceeding  effected without
its written consent (which shall not be unreasonably withheld or delayed by
such Indemnifying Party), but if settled with such consent or  if  there be
final  judgment  for  the plaintiff, the Indemnifying Party shall indemnify
the Indemnified Party from  and  against  any  loss, damage or liability by
reason of such settlement or judgment.

                                ARTICLE VII

                               MISCELLANEOUS
                               -------------

     7.1  NOTICES.   All  notices,  requests, demands,  claims,  and  other
communications hereunder shall be in  writing  and  shall  be  delivered by
certified  or  registered  mail  (first class postage pre-paid), guaranteed
overnight  delivery,  or facsimile transmission  if  such  transmission  is
confirmed by delivery by  certified or registered mail (first class postage
pre-paid) or guaranteed overnight  delivery, to the following addresses and
telecopy numbers (or to such other addresses or telecopy numbers which such
Party shall designate in writing to the other Party):

          (a) if to the Company to:

                                        10

<PAGE>

               UNIFAB International, Inc.
               5007 Fort Road
               New Iberia, Louisiana  70562
               Attention: Chief Executive Officer
               Telecopy:  (337) 367-8291

               with a copy to:

               Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
               L.L.P.
               201 St. Charles Avenue
               New Orleans, Louisiana  70170-5100
               Attention:   Carl Hanemann
               Telecopy: (504) 589-8156

          (b) if to a Purchaser, at its last known address appearing on the
          books of the Company maintained for such purpose with a copy to:

               Bass, Berry & Sims PLC
               100 Peabody Place, Suite 950
               Memphis, Tennessee  38103
               Attention:  John A. Good
               Telecopy:  (901) 543-5901

     7.2  LOSS OR MUTILATION.  Upon  receipt by the Company from any Holder
of evidence reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of a  certificate  representing Shares and
indemnity  reasonably  satisfactory  to  it (it being understood  that  the
written agreement of the Holder or an Affiliate thereof shall be sufficient
indemnity) and in case of mutilation upon surrender and cancellation hereof
or thereof, the Company will execute and deliver  in lieu hereof or thereof
a new stock certificate of like tenor to such Holder; provided, in the case
of   mutilation,  no  indemnity  shall  be  required  if  the   certificate
representing  Shares in identifiable form is surrendered to the Company for
cancellation.

     7.3  SURVIVAL.   Each representation, warranty, covenant and agreement
of the parties set forth  in  this  Agreement  is independent of each other
representation, warranty, covenant and agreement.   Each representation and
warranty made by any Party in this Agreement shall survive  the  Settlement
through  the  period  ending  on the date six months from the date of  this
Agreement.   Notwithstanding  the   foregoing,   the  Purchasers  expressly
acknowledges  that, pursuant to Section 2.1 a restrictive  legend  will  be
placed on the certificates representing the Shares and the shares of Common
Stock issued pursuant to the Penalty Warrant until such legend is permitted
to be removed under applicable law.

     7.4  REMEDIES.


          (a)  Each    Party    acknowledges   that   the   other   Parties
would    not    have    an    adequate    remedy    at    law   for   money
damages  in  the   event   that   any   of   the  covenants  or  agreements

                                        11
<PAGE>


of  such  Party in this Agreement was  not performed in accordance with its
terms, and  it  is  therefore  agreed that  each  Party  in addition to and
without limiting any other remedy or  right such Party may have, shall have
the  right  to an  injunction  or  other equitable  relief  in any court of
competent   jurisdiction,   enjoining   any   such   breach  and  enforcing
specifically the terms and provisions hereof, and each  Party hereby waives
any  and  all defenses  such  Party  may  have  on  the  ground  of lack of
jurisdiction  or  competence  of  the court to grant such  an injunction or
other equitable relief.

          (b)  All  rights,  powers and remedies under  this  Agreement  or
otherwise  available in respect  hereof  at  law  or  in  equity  shall  be
cumulative and  not  alternative,  and  the  exercise  or  beginning of the
exercise of any thereof by any Party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such Party.

     7.5  ENTIRE   AGREEMENT.   This  Agreement  (including  the  exhibits,
appendices and schedules  attached hereto) and other documents delivered at
the Settlement pursuant hereto,  contain  the  entire  understanding of the
Parties  in  respect of the subject matter hereof and supersede  all  prior
agreements and  understandings between or among the Parties with respect to
such subject matter.   The  exhibits and schedules hereto constitute a part
hereof as though set forth in full above.

     7.6  EXPENSES; TAXES.  Except as otherwise provided in this Agreement,
the Parties shall pay their own  fees  and  expenses,  including  their own
counsel fees, incurred in connection with this Agreement or any transaction
contemplated  hereby.   Further,  except  as  otherwise  provided  in  this
Agreement,  any  sales  tax, stamp duty, deed transfer or other tax (except
taxes based on the income of the Purchasers) arising out of the sale of the
Shares  by  the  Company  to   the   Purchasers  and  consummation  of  the
transactions contemplated by this Agreement shall be paid by the Company.

     7.7  AMENDMENT.  This Agreement may be modified or amended or the
provisions hereof waived with the written consent of the Company and the
Purchasers.

     7.8  WAIVER.  No failure to exercise,  and no delay in exercising, any
right, power or privilege under this Agreement  shall  operate as a waiver,
nor shall any single or partial exercise of any right, power  or  privilege
hereunder preclude the exercise of any other right, power or privilege.  No
waiver of any breach of any provision shall be deemed to be a waiver of any
preceding  or  succeeding  breach  of the same or any other provision,  nor
shall any waiver be implied from any course of dealing between the Parties.
No extension of time for performance  of  any  obligations  or  other  acts
hereunder  or  under any other agreement shall be deemed to be an extension
of the time for  performance  of  any  other obligations or any other acts.
The rights and remedies of the Parties under this Agreement are in addition
to all other rights and remedies, at law  or  equity,  that  they  may have
against each other.

     7.9  BINDING  EFFECT; ASSIGNMENT.    The  rights  and  obligations  of
this    Agreement   shall   bind   and   inure   to   the  benefit  of  the
Parties   and  their   respective   successors   and  legal  assigns.   The

                                12

<PAGE>

provisions  of  this  Agreement  are  intended to be for the benefit of all
Holders  from  time  to  time of the Shares and shall be enforceable by any
such Holder.

     7.10 COUNTERPARTS.  This Agreement may be executed  in  any  number of
counterparts,  each of which shall be an original but all of which together
shall constitute one and the same instrument.

     7.11 HEADINGS.   The  headings  contained  in  this  Agreement are for
convenience of reference only and are not to be given any legal  effect and
shall not affect the meaning or interpretation of this Agreement.

     7.12 GOVERNING LAW; INTERPRETATION.  THIS AGREEMENT SHALL BE CONSTRUED
IN  ACCORDANCE WITH AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE  STATE
OF NEW YORK.

     7.13 SEVERABILITY.    The   parties   stipulate  that  the  terms  and
provisions of this Agreement are fair and reasonable as of the date of this
Agreement.  However, if any provision of this Agreement shall be determined
by a court of competent jurisdiction to be invalid,  void or unenforceable,
the remainder of the terms, provisions, covenants and  restrictions of this
Agreement  shall remain in full force and effect and shall  in  no  way  be
affected, impaired  or  invalidated.  If, moreover, any of those provisions
shall for any reason be determined  by a court of competent jurisdiction to
be  unenforceable  because excessively  broad  or  vague  as  to  duration,
geographical scope, activity or subject, it shall be construed by limiting,
reducing or defining it, so as to be enforceable.

                         [Signature Page Follows.]



                                        13


<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:   /s/ Dailey J. Berard
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

_________________________________
[Name of Purchaser]

By:______________________________
Name:____________________________
Title:_____________________________

Shares of Common Stock Subscribed by Purchaser:_______________






                                        14
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

Trigon Blue Cross (A/C 1610-9500)
---------------------------------
     [Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------
Name:  Theodore W. Price
Title: Managing Director - Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:   3750
                                               -----------------






                                        14

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 The Stuart Trust (A/C 7606-8656)
---------------------------------
     [Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------
Name: Theodore W. Price
Title: Chief Investment Officer
       Managing Director

Shares of Common Stock Subscribed by Purchaser:   950
                                               -------------





                                        14

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

Gladys and Franklin Clark Foundation #2 (A/C 7757-5808)
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price

Name:  Theodore W. Price
Title: Managing Director - Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:  650
                                               ---------------





                                        14

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 The Fondren Foundation (A/C 8443-7472)
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------
Name: Theodore W. Price
Title: Managing Director - Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:   3450
                                               --------------






                                        14

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Universal Corporation (A/C 7967-0550)
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------------
Name: Theodore W. Price
Title: Managing Director -- Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:     3600
                                               --------------





                                        14
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Evergreen Growth Fund (A/C 7396-9050)
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------------
Name: Theodore W. Price
Title: Managing Director / Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:   239850
                                               --------------

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Evergreen VA Growth Fund (A/C 4524-9937)
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------------
Name: Theodore W. Price
Title: Managing Director -- Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:     7500
                                               --------------

                                        -14-
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

Chicago Transit Authority (A/C 6299-9933)
----------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------------
Name: Theodore W. Price
Title: Managing Director -- Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:     12600
                                               --------------
                                        -14-

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Nash General Hospital (A/C 5914-1794)
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------------
Name: Theodore W. Price
Title: Managing Director -- Chief Investment Officer

Shares of Common Stock Subscribed by Purchaser:    1400
                                               --------------


                                        -14-
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 John P. Imlay, Jr.
---------------------------------------
[Name of Purchaser]

By: /s/ Theodore W. Price
   ------------------------------------
Name: Theodore W. Price
Title: Managing Director -- Chief Investment Officer
       (A/C 4398-1838)

Shares of Common Stock Subscribed by Purchaser:    2250
                                               --------------
                                        -14-
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Columbus Capital Partners, L.P.
---------------------------------------
[Name of Purchaser]

By: /s/ Matthew D. Ockner
   ------------------------------------
Name: Matthew D. Ockner
Title: Managing Member of Columbus Management, LLC,
       General Partner

Shares of Common Stock Subscribed by Purchaser:     236,000
                                               --------------
                                -14-
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Franklin Street Trust Co.
---------------------------------------
[Name of Purchaser]

By: /s/ George M. Salley
   ------------------------------------
Name: George M. Salley
Title: Vice President


Shares of Common Stock Subscribed by Purchaser:     236,000
                                               --------------

                                        -14-
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Lone Wolf Trading, LLC
---------------------------------------
[Name of Purchaser]

By: /s/ Richard C. McKenzie, Jr.      (Maria Prawdzik, as attorney in fact.)
   ------------------------------------
Name: Richard C. McKenzie, Jr.
Title: Sole member


Shares of Common Stock Subscribed by Purchaser:     100,000
                                               --------------
                                        -14-

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Jupiter Fund/Beacon Management
---------------------------------------
[Name of Purchaser]

By: /s/ Brian Sites
   ------------------------------------
Name: Brian Sites
Title: Partner


Shares of Common Stock Subscribed by Purchaser:     58,000
                                               --------------

                                        -14-
<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

   Trusco Capital Management
---------------------------------------
[Name of Purchaser]

By: /s/ Jason Ling
   ------------------------------------
Name: Jason Ling
Title: Portfolio Assistant


Shares of Common Stock Subscribed by Purchaser:    58,000
                                               --------------

                                        -14-

<PAGE>


IN WITNESS WHEREOF,  the  Parties  have  caused  this  Agreement to be duly
executed and delivered as of the date first above written.

UNIFAB INTERNATIONAL, INC.


By:
     ----------------------------
Name:       Dailey J. Berard
Title: Chief Executive Officer


PURCHASER:

 Dynamis Fund, LP
---------------------------------------
[Name of Purchaser]

By: /s/ Frederic S. Bocock
   ------------------------------------
Name: Frederic S. Bocock
Title: Managing Member, Dynamis Advisors, LLC/General Partner
       Managing Director

Shares of Common Stock Subscribed by Purchaser:    48,000
                                               --------------

<PAGE>

                                APPENDIX A

                                DEFINITIONS
                                -----------

1.   DEFINED  TERMS.   As used herein the following terms  shall  have  the
following meanings:

          "AGREEMENT" means this Stock Purchase Agreement.

          "BUSINESS DAY"  means any day that is not a Saturday or Sunday or
a day on which banks are required or permitted to be closed in the State of
New York.

          "COMMON STOCK" means  the common stock, $.01 par value per share,
of the Company, as constituted on  the  date  hereof, and any capital stock
into  which such Common Stock may thereafter be  changed,  and  shall  also
include  (i) capital stock of the Company of any other class (regardless of
how denominated)  issued  to the holders of shares of Common Stock upon any
reclassification thereof which  is  also  not  preferred as to dividends or
assets  over  any  other class of stock of the Company  and  which  is  not
subject to redemption  and  (ii) shares of common stock of any successor or
acquiring corporation received  by  or distributed to the holders of Common
Stock of the Company.

          "THE COMPANY" has the meaning  set  forth in the Preamble of this
Agreement.

          "CONTRACT"  means  any  agreement,  indenture,  lease,  sublease,
license, sublicense, promissory note, evidence  of  indebtedness, insurance
policy,  annuity,  mortgage, restriction, commitment, obligation  or  other
contract, agreement or instrument (whether written or oral).

          "CONVERTIBLE  SECURITIES" means evidences of indebtedness, shares
of stock or other securities  which  are  convertible into or exchangeable,
with or without payment of additional consideration  in  cash  or property,
for  additional  shares  of  Common  Stock, either immediately or upon  the
occurrence of a specified date or a specified event.

          "EXCHANGE ACT" means the Securities  Exchange  Act  of  1934,  as
amended,  or  any  successor federal statute, and the rules and regulations
promulgated thereunder,  all  as  the  same shall be in effect from time to
time.

          "GAAP" means generally accepted  accounting  principles in effect
in the United States of America from time to time.

          "GOVERNMENTAL  AUTHORITY"  means  any  nation or government,  any
state or other political subdivision thereof, and  any  entity  or official
exercising  executive,  legislative, judicial, regulatory or administrative
functions of, or pertaining to, government.

          "HOLDER"  means   each  Person  in  whose  name  the  Shares  are
registered on the books of the Company maintained for such purpose.

                                        1

<PAGE>

          "INDEMNIFIED PARTY"  has  the meaning set forth in Section 6.2 of
this Agreement.

          "INDEMNIFYING PARTY" has the  meaning set forth in Section 6.2 of
this Agreement.

          "LIEN" means any mortgage, pledge, security interest, assessment,
encumbrance, lien, lease, sublease, adverse  claim,  levy, or charge of any
kind,  or  any  conditional  Contract,  title retention Contract  or  other
contract to give or refrain from giving any of the foregoing.

          "LOSSES"  has  the  meaning set forth  in  Section  6.1  of  this
Agreement.

          "MATERIAL ADVERSE CHANGE"  or  "MATERIAL  ADVERSE  EFFECT" means,
with  respect to any Person, any change or effect that is or is  reasonably
likely  to  be  materially  adverse to the financial condition, business or
results of operations of such Person.

            "PERSON(S)"  means   any   individual,   sole   proprietorship,
partnership, joint venture, trust, limited liability company,  incorporated
organization,   association,   corporation,   institution,  public  benefit
corporation, entity or government (whether federal,  state,  county,  city,
municipal or otherwise, including, without limitation, any instrumentality,
division, agency, body or department thereof).

          "PURCHASE PRICE" has the meaning set forth in Section 1.1 of this
agreement.

          "PURCHASERS"  has  the  meaning set forth in the Preamble of this
Agreement.

          "REQUIREMENT OF LAW" means  as  to  any  Person,  the articles of
incorporation,  bylaws  or  other organizational or governing documents  of
such Person, and any domestic  or  foreign and federal, state or local law,
rule, regulation, statute or ordinance  or  determination of any arbitrator
or a court or other Governmental Authority, in  each  case applicable to or
binding upon such Person or any of its properties or to  which  such Person
or any of its property is subject.

          "RESTRICTED  COMMON  STOCK" has the meaning set forth in  Section
2.1 of this Agreement.

          "SEC" means the Securities and Exchange Commission.

          "SEC REPORTS" has the  meaning  set  forth in Section 3.7 of this
Agreement.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any  successor federal statute, and the rules and  regulations  promulgated
thereunder, all as the same shall be in effect at the applicable time.

          "SETTLEMENT"  has  the  meaning  set forth in Section 1.2 of this
Agreement.

          "SETTLEMENT DATE" has the meaning  set  forth  in  Section 1.2 of
this Agreement.

                                        2
<PAGE>

          "SHARES"  has  the  meaning  set  forth  in  Section 1.1 of  this
Agreement.

          "SUBSIDIARY" means each of those Persons of which another Person,
directly or indirectly owns beneficially securities having more than 50% of
the  voting  power  in  the  election  of directors (or persons  fulfilling
similar functions or duties) of the owned  Person (without giving effect to
any contingent voting rights).

2.   OTHER DEFINITIONAL PROVISIONS.

          (a)  All references to "dollars" or  "$" refer to currency of the
United States of America.

          (b)  Terms  defined  in  the  singular shall  have  a  comparable
meaning when used in the plural, and vice versa.

          (c)  All matters of an accounting  nature in connection with this
Agreement and the transactions contemplated hereby  shall  be determined in
accordance with GAAP.

          (d)  As  used  herein,  the neuter gender shall also  denote  the
masculine and feminine, and the masculine  gender  shall  also  denote  the
neuter and feminine, where the context so permits.

          (e)  The  words  "hereof," "herein" and "hereunder," and words of
similar import, when used in  this  Agreement shall refer to this Agreement
as a whole (including any exhibits or  schedules  hereto)  and  not  to any
particular provision of this Agreement.


                                        3


<PAGE>


                                SCHEDULE A

                                PURCHASERS
                                ----------



     NAME OF PURCHASER             NUMBER OF SHARES OF COMMON STOCK
     -----------------             --------------------------------


   Mentor Investment Group                     288,000

   Franklin Street Trust Co.                   224,000

   Beacon Management                            58,000

   SSCM, LLC                                    48,000

   Lone Wolfe Trading LLC                      100,000

   Trusco Capital Management                    58,000

   Columbus Capital Partners, L.P.             236,000
                                           -------------
                                             1,012,000


<PAGE>


                              SCHEDULE 1.2(C)
                              ---------------

                FORM OF LEGAL OPINION FOR COMPANY'S COUNSEL
                -------------------------------------------

Counsel for the Company shall opine to the following, subject to reasonable
assumptions and qualifications:

1.   The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of Louisiana.  The Company has the
corporate power and authority to own its properties and conduct its
business.

2.   The Company has the corporate power and authority to execute and
deliver the Purchase Agreement, Warrant Agreement, Warrants and Placement
Warrant, to perform its obligations thereunder and to consummate the
transactions contemplated thereby.

3.   Each of the Purchase Agreement, Warrant Agreement, Warrants and
Placement Warrant has been duly authorized, executed and delivered by the
Company.

4.   The Company has an authorized capitalization as set forth in the
Purchase Agreement, and the Shares have been duly and validly authorized
and issued and are fully paid and non-assessable.  The Warrant Shares and
shares of Common Stock issuable pursuant to the Placement Warrant have been
duly and validly authorized and, upon exercise of the Warrants and
Placement Warrant pursuant to the terms thereof, will be validly issued,
fully paid and non-assessable.

5.   No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or governmental
body is required for the issue and sale of the Shares or the consummation
by the Company of the transactions contemplated by the Purchase Agreement,
Warrant Agreement, Warrants and Placement Warrant.

6.   Based  solely  on  a  certificate  of  an  officer of the Company, and
without  any independent review by the undersigned  of  any  litigation  to
which the Company may be a party, to the undersigned's knowledge, except as
disclosed  in  the SEC Reports, there are no material legal or governmental
proceedings pending  to  which  the Company or any of its Subsidiaries is a
party or of which any property of the Company or any of its Subsidiaries is
the subject; and to the undersigned's  knowledge,  no  such proceedings are
threatened by governmental authorities or by others.

7.   The  issue  and  sale  of the Shares and the Warrants,  the  Placement
Warrant  and the Common Stock  issuable  upon  exercise  thereof,  and  the
compliance  by  the  Company  with  all  of  the provisions of the Purchase
Agreement, Warrants and Placement Warrant do not conflict with or result in
a  breach  or   violation  of  any  of  the  terms  or  provisions  of,  or
constitute    a   default   under   any   indenture,  mortgage,   deed   of
trust,   loan   agreement   or   other    agreement   or   instrument filed
by   the   Company   with   the   Commission   or  otherwise  known to  the
undersigned to which the Company  is a party or  by   which the Company  is
bound or to which any of the property or assets of the  Company is subject,
except to  the  extent  that  such  conflict,  breach, violation or default

<PAGE>

would  not  have  a Material  Adverse Effect  on the Company, nor will such
action result in any  violation of the provisions  of  the  Certificate  of
Incorporation or By-laws  of the Company  or any statute or any order, rule
or  regulation known to the undersigned of any court or governmental agency
or governmental  body  having  jurisdiction  over the Company or any of its
properties  except  to the  extent  that  such  violation  would not have a
Material Adverse Effect on the Company.










</TEXT>
</DOCUMENT>
