UNIFAB INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>














                         STOCK PURCHASE AGREEMENT


                              by and between


                        UNIFAB INTERNATIONAL, INC.


                                    and


                    THE PURCHASERS LISTED ON SCHEDULE A



                      Dated as of September 26, 2000




<PAGE>


                         STOCK PURCHASE AGREEMENT


     This  Stock  Purchase  Agreement  (this  "AGREEMENT")  is  dated as of
September  26,  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 common stock described herein.

     NOW,  THEREFORE, in consideration of the mutual promises and covenants
hereof, and  for  other  good  and  valuable 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, severally and not jointly, from the Company,
each such Purchaser acquiring the number of shares specified  opposite  the
name  of  such  Purchaser on APPENDIX A, an aggregate of Two Hundred Eighty
Eight Thousand (288,000)  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  and  in  the denomination
specified by   each   Purchaser;   and  (c)   the   Company  shall  deliver
a  legal opinion from  the  Company's  counsel,  Jones,  Walker,  Waechter,

                                        1

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Poitevent,  Carrere  & Denegre, L.L.P., in form 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
     OR OTHERWISE IN COMPLIANCE THEREWITH.  SUCH SECURITIES ARE  SUBJECT TO
     THE  RESTRICTIONS  AND  PRIVILEGES  SPECIFIED  IN  THE  STOCK PURCHASE
     AGREEMENT,    DATED   AS   OF   SEPTEMBER  26,  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 of Restricted Common Stock 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
<PAGE>

     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 terminate as to any particular
Share (i) when such security shall have  been  disposed  of  pursuant to an
effective registration statement under the Securities Act, 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 or a permitted transferee 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  and  the
Registration  Rights  Agreement, to perform its obligations  hereunder  and
thereunder  and to consummate  the  transactions  contemplated  hereby  and
thereby.  The Company has taken all necessary corporate action to authorize
the  execution,   delivery  and  performance  of  this  Agreement  and  the
Registration Rights  Agreement and the transactions contemplated hereby and
thereby.

     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
<PAGE>

     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 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  any  of  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  or  any  of  its  Subsidiaries'
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,  authorizations,  waivers  or   other  actions  under
Requirements  of  Law  or 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 and thereby, except  where  the failure to
obtain  such consents, authorizations, approvals, waivers or other  actions
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 September 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 or 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 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,   without   any   Lien   thereon,  subject  to  the  limitations  on
transferability 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"),  the  shares  of  Common  Stock issuable  upon
exercise of the Placement 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  and

                                        4

<PAGE>

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 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.  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 Common Stock or (ii) declaration, setting aside or
payment of any dividend  or  other distribution by the Company with respect
to 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, Governmental Authority 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.

     3.14 EXEMPTION FROM REGISTRATION.   Subject to and in reliance in part
on the truth and accuracy of the Purchasers'  representations  set forth in
this Agreement, the offer, sale and issuance of the Restricted Common Stock
as  contemplated  by  this  Agreement  are  exempt  from  the  registration
requirements  of  the  Securities  Act  and any applicable state securities
laws, and neither the Company nor any authorized agent acting on its behalf
will take any action hereafter that would cause the loss of such exemption.

     3.15 DISCLOSURE.  The Confidential Memorandum dated as of September 6,
2000  (the  "CONFIDENTIAL MEMORANDUM") furnished  by  the  Company  to  the
Purchasers, including  the  SEC  Reports  referred  to  therein, taken as a
whole, 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.

                                ARTICLE IV

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

     As a material inducement to  the  Company entering into this Agreement
and  selling  the  Shares,  each  Purchaser,  severally  and  not  jointly,
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

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<PAGE>

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.

     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-Q 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.

     4.4  NO  OTHER  REPRESENTATIONS.    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  and  the  information   contained  in  the
Confidential  Memorandum.   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 INFORMATION.   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.    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.

                                        7
<PAGE>

     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  of  the  Confidential  Memorandum  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.


     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,  subject to 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.   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.

                                        8
<PAGE>

                                 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
commercial reasonable efforts to agree  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.



                                ARTICLE VI

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

     6.1  INDEMNIFICATION GENERALLY.  The Company, on the one hand, and the
Purchasers, severally and  not  jointly, on the other hand, shall indemnify
the other, including any of its respective  officers, directors, employees,
agents, investment advisers and controlling persons,  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  (as  hereinafter  defined)
(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

                                        9

<PAGE>

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 (as
hereinafter defined).

     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  legal  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 Losses.

                                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):

                                        10

<PAGE>

          (a) if to the Company to:

               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

               and

               Kirkpatrick & Lockhart LLP
               1800 Massachusetts Avenue, NW
               Washington, DC 20036
               Attention:  Thomas F. Cooney, III
               Telecopy:  (202) 778-9100

     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
thereof, the Company will execute and deliver in lieu  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

                                        11
<PAGE>

the  Settlement  through the period ending on  the  date  one year 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  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 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.

          (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  (including  the  Registration  Rights
Agreement), 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

                                        12
<PAGE>

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 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:

 Ohio Carpenters' Pension Plan
---------------------------------
[Name of Purchaser]

By: Wellington Management Company, LLP,
    As Its Investment Advisor

        By: /s/ Peter L. Curry
        Name: Peter L. Curry
        Title: Vice President

Shares of Common Stock Subscribed by Purchaser:  40,000
                                               ---------------


                                      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:

New York State Nurses Association Pension Plan
-----------------------------------------------
[Name of Purchaser]

By: Wellington Management Company, LLP,
    As Its Investment Advisor

        By: /s/ Peter L. Curry
        Name: Peter L. Curry
        Title: Vice President

Shares of Common Stock Subscribed by Purchaser:  50,000
                                               ---------------







                                        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:

Laborers' District Council and Contractors' of Ohio
----------------------------------------------------
[Name of Purchaser]

By: Wellington Management Company, LLP,
    As Its Investment Advisor

        By: /s/ Peter L. Curry
        Name: Peter L. Curry
        Title: Vice President

Shares of Common Stock Subscribed by Purchaser:  30,000
                                               ---------------







                                        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:

      Oregon Investment Council
------------------------------------------
[Name of Purchaser]

By: Wellington Management Company, LLP,
    As Its Investment Advisor

        By: /s/ Peter L. Curry
        Name: Peter L. Curry
        Title: Vice President

Shares of Common Stock Subscribed by Purchaser:  168,000
                                               ---------------







                                        14

<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,
results of operations or prospects 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.

                                        2
<PAGE>

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

          "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 or of record 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
     -----------------                     --------------------------------

  Wellington Management Company, LLP                  288,000



<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 and the Registration Rights Agreement, to
perform its obligations thereunder and to consummate the transactions
contemplated thereby.

3.   Each of the Purchase Agreement and the Registration Rights Agreement
has been duly authorized, executed and delivered by the Company, and
constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with their respective terms,
subject to 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.

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.

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
and the Registration Rights Agreement.

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, the Placement Warrant and the Common
Stock issuable upon exercise thereof, and Company's execution  and delivery
of, and its performance and compliance with all of the provisions  of,  the
Purchase  Agreement,  the  Registration  Rights Agreement and the 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 SEC or

<PAGE>

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  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.

8.   Based  in  part  upon  the  representations  of  the Purchasers in the
Purchase Agreement, the offer and sale of the Restricted  Common  Stock  to
the  Purchasers  pursuant to the terms of the Purchase Agreement are exempt
from the registration requirements of Section 5 of the Securities Act.










</TEXT>
</DOCUMENT>
