1 EXHIBIT 2.1 ================================================================= =============== TRANSITION AGREEMENT

1
EXHIBIT 2.1
================================================================================

TRANSITION AGREEMENT

BY AND AMONG

UNIFAB INTERNATIONAL, INC.
UNIVERSAL PARTNERS, INC.
UNIVERSAL FABRICATORS INCORPORATED
XXXXXXXXX INCORPORATED
AND
XXXXXX X. XXXXXX

Dated as of August 28, 1997

================================================================================
2
TABLE OF CONTENTS

Page
----

SECTION 1 TERMINATION OF AGREEMENTS . . . . . . . . . . . . . . . . . . 2
1.01 Shareholders' and Put/Call Agreements . . . . . . . . . . . . 2
1.02 Termination Payment . . . . . . . . . . . . . . . . . . . . . 2
1.03 Borrowed Servants' Agreement . . . . . . . . . . . . . . . . . 2
1.04 Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.05 Employment Agreement . . . . . . . . . . . . . . . . . . . . . 2
1.06 Release and Waiver . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2 OTHER SIMULTANEOUS TRANSACTIONS . . . . . . . . . . . . . . . 3
2.01 Partners/International Share Exchange . . . . . . . . . . . . 3
2.02 Purchase of Real Estate from Partners . . . . . . . . . . . . 3
2.03 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.04 Share Exchange Agreement . . . . . . . . . . . . . . . . . . . 4
2.05 Purchase of Real Estate from McDermott . . . . . . . . . . . . 4
2.06 Amendment to Certificate of Incorporation of Fabricators . . . 4

SECTION 3 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 5
3.01 Representations and Warranties of Each Party . . . . . . . . . 5
3.02 Representations and Warranties of Partners and McDermott . . . 6
3.03 No Other Representations or Warranties . . . . . . . . . . . . 7

SECTION 4 OFFERING PROCESS . . . . . . . . . . . . . . . . . . . . . . . 7
4.01 The Offering . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.02 Actions of International . . . . . . . . . . . . . . . . . . . 7
4.03 Simultaneous Closing; Order of Closing . . . . . . . . . . . . 8

SECTION 5 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.01 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.02 Effect of Termination . . . . . . . . . . . . . . . . . . . . 8

SECTION 6 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 8
6.01 Survival of Representations, Warranties and Agreements . . . . 8
6.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.03 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . 9
6.04 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.05 Entire Agreement; No Third Party Beneficiaries . . . . . . . . 9
6.06 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 9
6.07 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.08 Specific Performance . . . . . . . . . . . . . . . . . . . . . 10
6.09 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 10
6.10 Limitation of Liability . . . . . . . . . . . . . . . . . . . 10

- i -
3
LIST OF EXHIBITS
----------------

EXHIBIT A - Form of Plan and Agreement of Share Exchange
EXHIBIT B - Form of Act of Sale of Partners Real Estate
EXHIBIT C - Form of Share Exchange Agreement
EXHIBIT D - Form of Act of Sale of XxXxxxxxx Real Estate

- ii -
4
TRANSITION AGREEMENT

This TRANSITION AGREEMENT (this "Agreement"), dated as of August 28,
1997, is by and among UNIFAB International, Inc., a Louisiana corporation
("International"), Universal Partners, Inc., a Louisiana corporation
("Partners"), Universal Fabricators Incorporated, a Delaware close corporation
("Fabricators"), XxXxxxxxx Incorporated, a Delaware corporation ("McDermott"),
and Xxxxxx X. Xxxxxx ("Xxxxxx").

WITNESSETH:

WHEREAS, pursuant to that certain Contribution Agreement dated November
30, 1992, by and among Partners, Fabricators and McDermott (the "Contribution
Agreement"), each of Partners and McDermott contributed certain assets to
Fabricators, a then newly formed close corporation, in exchange for 51% and
49%, respectively, of the outstanding common stock of Fabricators (the
"Expansion Transaction");

WHEREAS, Partners currently owns 510 shares of Class A common stock,
$1.00 par value per share, of Fabricators, and McDermott currently owns 490
shares of Class B common stock, $1.00 par value per share, of Fabricators,
which collectively represent all of the authorized, issued and outstanding
capital stock of Fabricators;

WHEREAS, in connection with the Expansion Transaction, McDermott and
Partners entered into several written agreements (collectively, the "1992
Agreements") governing their rights with respect to the common stock of
Fabricators, including the Contribution Agreement, a Shareholders' Agreement
dated November 30, 1992 (the "Shareholders' Agreement") and a Put/Call
Agreement dated November 30, 1992 (the "Put/Call Agreement"); McDermott and
Fabricators entered into a Lease dated November 30, 1992 with respect to
certain immovable property (including the building and improvements located
thereon) owned by McDermott in Iberia Parish, Louisiana (the "Lease"); and
Xxxxxx entered into an employment agreement with Fabricators dated November 30,
1992 (the "Employment Agreement");

WHEREAS, Fabricators has engaged the investment banking firms of Xxxxxx
Xxxxxx & Company, Inc. ("Xxxxxx Xxxxxx") and Xxxxxxxx Inc. ("Xxxxxxxx") to
advise Fabricators, Partners and McDermott with respect to an initial public
offering of the common stock of Fabricators and to participate in such offering
as underwriters;

WHEREAS, in order to effect such an offering, Partners, Fabricators and
McDermott have agreed to the incorporation of International as a new
corporation under the laws of Louisiana, shares of which will be offered to the
public pursuant to an underwriting agreement to be entered into by and among
International, Fabricators, Partners, McDermott, Xxxxxx Xxxxxx and Xxxxxxxx
(the "Underwriting Agreement");

WHEREAS, in order to facilitate the public offering of shares of common
stock, $0.01 par value per share ("International Common Stock"), of
International (the "Offering), Partners desires, subject to the terms of this
Agreement, to exchange its common stock of Fabricators for shares of
5
International Common Stock, and McDermott desires, subject to the terms of this
Agreement, to exchange its shares of common stock of Fabricators for shares of
International Common Stock; and

WHEREAS, McDermott and Partners desire, subject to the terms and
conditions set forth herein, to terminate the 1992 Agreements simultaneously
with the Closing Time (as defined herein);

NOW, THEREFORE, in consideration of the mutual provisions, covenants and
agreements set forth herein and in reliance upon the undertakings,
representations and warranties contained herein, the parties hereto agree as
follows:

SECTION 1

TERMINATION OF AGREEMENTS

1.01 Shareholders' and Put/Call Agreements. At the Closing Time,
Partners and XxXxxxxxx will terminate and release each other from the other's
obligations under the Shareholders' Agreement and the Put/Call Agreement. For
purposes of this Agreement, the term "Closing Time" means the time of the sale
by International of 1,100,000 shares of International Common Stock (plus up to
422,250 additional shares to be sold if the over-allotment option to be granted
pursuant to the Underwriting Agreement is exercised at such time) and by
McDermott of 1,715,000 shares of such stock and the receipt of cash funds in
exchange for such shares in accordance with the Underwriting Agreement and will
occur simultaneously with the Closing Time as defined in the Underwriting
Agreement.

1.02 Termination Payment. At the Closing Time and in exchange for the
surrender of its rights under the Shareholders' Agreement and the Put/Call
Agreement, International will pay, or cause to be paid, by wire transfer, $6.3
million in cash to McDermott c/o CitiBank, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000 for deposit in Account No. 00000000.

1.03 Borrowed Servants' Agreement. At the Closing Time, McDermott and
Fabricators will terminate and release each other from the other's obligations
under that certain Borrowed Servants' Agreement dated November 30, 1992, by and
between McDermott and Fabricators.

1.04 Lease. At the Closing Time McDermott and Fabricators will
terminate and release each other from the other's obligations under the Lease.

1.05 Employment Agreement. At the Closing Time, Xxxxxx and
Fabricators will terminate and release each other from the other's obligations
under the Employment Agreement.

1.06 Release and Waiver. Partners, Xxxxxx, Fabricators and McDermott
do hereby waive and release each other from any claim that any action taken by
any of them pursuant to and in accordance with this Agreement constitutes a
breach of any provision of any of the 1992 Agreements or the Certificate of
Incorporation of Fabricators or the Delaware General Corporation Law including,
without limitation, any claim with respect to the application of the
restrictions on transfer of shares of common stock of Fabricators set forth in
the Certificate of Incorporation of Fabricators and in the

2
6
Shareholders' Agreement to the XxXxxxxxx Share Exchange and the Partners Share
Exchange referred to in Section 2 hereof and any claim by Xxxxxx or Fabricators
that any such action constitutes a breach of the Employment Agreement.

SECTION 2

OTHER SIMULTANEOUS TRANSACTIONS

2.01 Partners/International Share Exchange. Subject to the terms of
this Agreement, International and Partners will enter into an Agreement and
Plan of Share Exchange, substantially in the form attached hereto as Exhibit A
(the "Agreement and Plan of Share Exchange"), pursuant to which Partners will
at the Closing Time exchange all of its 510 shares of Class A common stock of
Fabricators for 1,785,000 shares of International Common Stock (the "Partners
Share Exchange"). The obligation of each of Partners and International to
enter into the Agreement and Plan of Share Exchange is conditioned upon receipt
by Partners and International of an opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Xxxxxxx, L.L.P. to the effect that the Partners Share
Exchange qualifies as a tax-free reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended.

2.02 Purchase of Real Estate from Partners. Subject to the terms of
this Agreement and at the Closing Time, Fabricators shall purchase from
Partners, for $100,500 in cash (the "Partners Purchase Price"), that certain
tract of land more particularly described on Exhibit B hereto, together with
all improvements situated thereon and all rights of Partners pertaining to such
land and improvements, including any right, title and interest of Partners in
and to adjacent streets, alleys or rights-of-way, easements and servitudes
pertaining thereto (collectively, the "Partners Property"). Following
execution of this Agreement and at its cost, Fabricators may order a survey of
and title commitment for the Partners Property and may conduct such inspections
and investigations of the Partners Property as Fabricators desires; provided,
however, that Partners shall have the right to observe any such inspections and
investigations, take split samples for independent analysis, if deemed
necessary, and receive copies of any reports to Fabricators. The survey, the
title commitment, and the results of the inspection and investigations, if any,
must be satisfactory to Fabricators. At the closing of Fabricators' purchase
of the Partners Property: (a) Partners shall deliver to Fabricators a duly
executed and acknowledged act of cash sale in the form attached hereto as
Exhibit B, (b) Fabricators shall pay to Partners the Partners Purchase Price in
cash by wire transfer or bank cashier's or certified check, (c) general real
estate taxes for the then current year relating to the Partners Property shall
be prorated as of the Closing Time based on the Partners Property's 1996 tax
assessment, (d) any insurance coverage maintained by Partners on the Partners
Property shall be terminated as of the Closing Time (and there shall be no
proration of insurance premiums), (e) possession of the Partners Property shall
be given to Fabricators, subject to no tenants or parties in possession other
than Fabricators, (f) in such act of cash sale Partners will make no
representations or warranties with respect to the condition of the Partners
Property and each of Partners and Fabricators, effective at the Closing Time,
do hereby waive and release any and all rights to bring any claim that it may
have against the other under any federal, state or local environmental laws and
regulations with respect to the environmental condition of the Partners
Property, (g) Partners shall deliver to Fabricators a "non-foreign affidavit"
in the customary form attesting that Partners is not

3
7
a "foreign person" within the meaning of Section 1445 of the Internal Revenue
Code, and (h) Partners shall deliver a seller's affidavit to Fabricators's
title insurer in a form satisfactory to such title insurer.

2.03 There is no Section 2.03.

2.04 Share Exchange Agreement. Subject to the terms of this Agreement
and at the Closing Time, McDermott and International will enter into a Share
Exchange Agreement, substantially in the form attached hereto as Exhibit C (the
"Share Exchange Agreement"), pursuant to which XxXxxxxxx will at the Closing
Time exchange all of its 490 shares of Class B common stock of Fabricators for
1,715,000 shares of International Common Stock (the "XxXxxxxxx Share
Exchange").

2.05 Purchase of Real Estate from McDermott. Subject to the terms of
this Agreement and at the Closing Time, Fabricators shall purchase from
McDermott, for $700,000 in cash (the "XxXxxxxxx Purchase Price"), that certain
tract of land more particularly described on Exhibit D attached hereto,
together with all improvements situated thereon and all rights of McDermott
pertaining to such land and improvements, including any right, title and
interest of McDermott in and to adjacent streets, alleys or rights-of-way,
easements and servitudes pertaining thereto (collectively, the "XxXxxxxxx
Property"). Following execution of this Agreement and at its cost, Fabricators
may order a survey of and title commitment for the XxXxxxxxx Property and may
conduct such inspections and investigations of the XxXxxxxxx Property as
Fabricators desires with notice to McDermott; provided, however, that McDermott
shall have the right to observe any such inspections and investigations, take
split samples, for independent analysis, if deemed necessary, and receive
copies of any reports to Fabricators. The survey, the title commitment, and
the results of the inspection and investigations, if any, must be satisfactory
to Fabricators. At the closing of Fabricators' purchase of the XxXxxxxxx
Property: (a) McDermott shall deliver to Fabricators a duly executed and
acknowledged act of cash sale in the form attached hereto as Exhibit D, (b)
Fabricators shall pay to McDermott the XxXxxxxxx Purchase Price in cash by wire
transfer to the bank and bank account provided for under Section 1.02 above,
(c) general real estate taxes for the then current year relating to the
XxXxxxxxx Property (excluding the portion currently leased by Fabricators from
McDermott) shall be prorated as of such time based on the XxXxxxxxx Property's
1996 tax assessment, (d) any insurance coverage maintained by McDermott on the
XxXxxxxxx Property shall be terminated as of the Closing Time (and there shall
be no proration of insurance premiums), (e) possession of the XxXxxxxxx
Property shall be given to Fabricators, subject to no tenants or parties in
possession other than Fabricators, (f) in such act of cash sale XxXxxxxxx will
make no representations or warranties with respect to the condition of the
XxXxxxxxx Property and each of McDermott and Fabricators, effective at the
Closing Time, do hereby waive and release any and all rights to bring any claim
that it may have against the other under any federal, state or local
environmental laws and regulations with respect to the environmental condition
of the XxXxxxxxx Property, (g) McDermott shall deliver to Fabricators a
"non-foreign affidavit" in the customary form attesting that McDermott is not a
"foreign person" within the meaning of Section 1445 of the Internal Revenue
Code, and (h) McDermott shall deliver a seller's affidavit to Fabricators's
title insurer in a form satisfactory to such title insurer.

2.06 Amendment to Certificate of Incorporation of Fabricators.
Subject to the terms of this Agreement and at the Closing Time, the Certificate
of Incorporation of Fabricators will be amended

4
8
to delete therefrom provisions relating to Fabricators' status as a close
corporation and to include such provisions as may be determined by
International (the "Fabricators Amendment"). Partners and McDermott hereby
acknowledge and agree that no "public offering" has been made within the
meaning of Section 342(3) of the Delaware General Corporation Law, Article
Eleventh of Fabricators' Certificate of Incorporation or Section 7.06 of the
Shareholders' Agreement and that no other actions taken by them or on behalf of
them prior hereto or to be taken in connection with the Offering and the other
transactions contemplated by this Agreement have disqualified or will prior to
the Closing Time disqualify Fabricators as a close corporation within the
meaning of Section 342 of the Delaware General Corporation Law, Article
Eleventh of Fabricators' Certificate of Incorporation or Section 7.06 of the
Shareholders' Agreement.

SECTION 3

REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of Each Party. Each party to this
Agreement, as to itself, hereby represents and warrants to each other party
hereto that as of the date hereof and as of the Closing Time:

(a) Existence and Power. Such party, if not a natural person,
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, has all powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except as otherwise to be disclosed in the final
Prospectus to be used in connection with the Offering, and is duly qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction where the character of the property owned or leased by it or the
nature of its activities make such qualification necessary, except for those
jurisdictions where failure to be so qualified would not, individually or in
the aggregate, result in a material adverse effect on the operations or
financial condition of such party, and such party, if a natural person, has
legal capacity to enter into and perform this Agreement and the other
agreements called for by this Agreement to which he is a party.

(b) Authorization. The execution, delivery and performance by
such party of this Agreement, the other agreements called for by this Agreement
(collectively, the "Transaction Agreements") to which it or he is a party and
all other documents, instruments and certificates executed and delivered by
such party in connection herewith or therewith, and the consummation by such
party of the transactions contemplated hereby and thereby, are within such
party's powers and have been or, prior to the Closing Time, will be duly
authorized by all necessary action on the part of such party. This Agreement
and each such Transaction Agreement have been, or when executed and delivered
in accordance with the terms hereof and their respective terms will be, duly
and validly executed and delivered by such party and each constitutes, or when
executed and delivered will constitute, a valid and binding agreement of such
party, enforceable in accordance with its terms, except as (a) enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent transfer,
moratorium or similar laws from time to time in effect affecting creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability.

5
9
(c) Governmental Authorization. The execution, delivery and
performance by such party of this Agreement, each Transaction Agreement to
which it or he is a party and all other documents, instruments and certificates
to be executed and delivered by such party in connection herewith or therewith,
require no action by or in respect of, or filing with, any governmental body,
agency, official or authority other than compliance with any applicable
requirements of the Securities Act of 1933, as amended, and any applicable
state securities laws, and the filing of an appropriate amendment to the
Certificate of Incorporation of Fabricators with the Secretary of State of the
State of Delaware.

(d) Non-Contravention. The execution, delivery and
performance by such party of this Agreement, each Transaction Agreement to
which it or he is a party and all other documents, instruments and certificates
executed or to be executed and delivered by such party in connection herewith
or therewith, do not and will not: (a) contravene or conflict with the
certificate or articles of incorporation or bylaws of such party, as the case
may be, other than those waived pursuant hereto; or (b) to any extent having a
material adverse effect upon such party or such party's power or ability to
enter into and perform its obligations hereunder or thereunder, (i) contravene
or conflict with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable to
such party; (ii) constitute a default under or give rise to any right of
termination, cancellation or acceleration of any right or obligation of such a
party, or cause or require the creation of any encumbrance on any asset under
any provision of any credit agreement, note, bond, mortgage, indenture, lease,
license, franchise, permit, agreement, contract or other instrument or
obligation binding upon such party or, if applicable, its subsidiaries, or any
person controlling such party or by which any of such party's, subsidiary's or
controlling person's assets is or may be bound; or (iii) result in the creation
or imposition of any lien on an asset of such party.

(e) Required Consents. No consent is required under any
agreement, contract or other instrument binding upon such party as a result of
the execution, delivery and performance of this Agreement, any of the
Transaction Agreements or any other document, instrument or certificate to be
executed or delivered by such party in connection herewith or therewith or the
consummation of the transactions contemplated hereby or thereby, including
without limitation any agreement, contract or instrument requiring the consent
of lenders to such party or any person controlling such party, except for the
approval of the Partners Share Exchange by the shareholders of Partners and
International and such other consents as are to be obtained at or prior to the
Closing Time.

3.02 Representations and Warranties of Partners and McDermott.

(a) Partners hereby represents and warrants to Fabricators
that (i) it is not conducting and has not conducted operations on the Partners
Property of any kind or nature different from that of the operations currently
conducted thereon and (ii) it has no knowledge of the presence on or under the
Partners Property of any hazardous substances, materials or underground storage
tanks or piping regulated under federal, state or local environmental laws or
regulations.

(b) XxXxxxxxx hereby represents and warrants to Fabricators
that (i) it is not conducting and has not conducted operations on the XxXxxxxxx
Property of any kind or nature different from that of the operations currently
conducted thereon by Fabricators, and (ii) it has no

6
10
knowledge of the presence on or under the McDermott Property of any hazardous
substances, materials or underground storage tanks or piping regulated under
federal, state or local environmental laws or regulations.

(c) The representations and warranties in this Section 3.02
shall survive closing of the Act of Cash Sale for a period of ten (10) years.

3.03 No Other Representations or Warranties. Except as set forth
above in this Section 3, no other representations or warranties, express or
implied, are made in this Agreement by any party to any other party.

SECTION 4

OFFERING PROCESS

4.01 The Offering. All of the parties to this Agreement, in order to
facilitate the Offering, hereby agree to the following:

(i) No party will enter into the Underwriting Agreement unless
the Underwriting Agreement provides for the sale by McDermott of
1,715,000 shares of International Common Stock and the issuance and sale
of 1,100,000 shares of International Common Stock by International
(together with up to 422,250 additional shares to be offered by
International pursuant to an over-allotment option granted to the
underwriters thereunder);

(ii) No party will enter into the Underwriting Agreement unless
the Underwriting Agreement provides for the sale of International Common
Stock at an initial price to public and underwriting discount that are
mutually acceptable to McDermott and International, with each such
acceptance to be evidenced by such party's execution of the Underwriting
Agreement; and

(iii) Each party to this Agreement hereby agrees to keep each
other party fully informed as to developments relating to price and
other developments concerning the Offering and all other aspects of the
transactions contemplated by this Agreement and the Underwriting
Agreement and to provide each other party with an opportunity to review
and comment on all filings made with the Securities and Exchange
Commission (the "SEC") and on any comments that the SEC may have with
respect to such filings.

4.02 Actions of International. International and Fabricators agree
with McDermott that, prior to the Closing Time, (i) International will have no
paid employees, (ii) XxXxxxxxx will be given the opportunity to review any
corporate action of International and will be informed of any corporate action
taken by International, (iii) International and Fabricators will notify
McDermott if they anticipate that expenses budgeted to be incurred by them in
connection with the Offering and prior to the Closing Time (not including any
expenses to be payable by the Company pursuant to the second paragraph of
Section 6 of the Underwriting Agreement) will exceed the budgeted amount of

7
11
$350,000 in the aggregate, and will use their best efforts not to incur such
expenses exceeding that amount without XxXxxxxxx'x consent, and (iv) they will
keep McDermott, Xxxxxx Xxxxxx and Xxxxxxxx informed of their proposals with
respect to incentive compensation plans, options awards, executive
compensation, registration rights and employment agreements and will not
implement any such proposals if either Xxxxxx Xxxxxx or Xxxxxxxx is of the
opinion that such proposal could or would have an adverse effect on the
Offering price and, if approved, will not be effective until after the Closing
Time or will be cancelable in the event that the Closing Time does not occur.

4.03 Simultaneous Closing; Order of Closing. All of the parties to
this Agreement hereby agree that the closings of the Partners Share Exchange,
the XxXxxxxxx Share Exchange and the transactions contemplated by Sections 1,
2.02, 2.05 and 2.06 will each happen simultaneously with the Closing Time and
that all of such transactions are contingent upon the occurrence of each other
such transaction, the execution and delivery of the Underwriting Agreement, and
the entering into by Fabricators of a revolving credit agreement with Hibernia
Bank, N.A. and the replacement of all letters of credit guaranteed by McDermott
or any affiliate thereof. For the purposes of this Agreement and the
Transaction Agreements, these simultaneous closings will be deemed to have
occurred in the following order:

(i) the transactions contemplated by Sections 1.01,
1.03, 1.04 and 1.05;
(ii) the Fabricators Amendment;
(iii) the Partners Share Exchange;
(iv) the XxXxxxxxx Share Exchange;
(v) the Closing Time;
(vi) the transaction contemplated by Section 1.02;
(vii) the transaction contemplated by Section 2.02; and
(viii) the transaction contemplated by Section 2.05.

SECTION 5

TERMINATION

5.01 Termination. Unless all parties hereto agree otherwise, this
Agreement will terminate if the Closing Time has not occurred at or before five
o'clock p.m. New Orleans, Louisiana time on October 1, 1997.

5.02 Effect of Termination. If this Agreement is terminated in
accordance with Section 5.01 hereof, (i) this Agreement shall be null and void
and no longer have any effect and each party hereto shall be released from its
respective obligations and shall have no liabilities or obligations hereunder,
except to the extent that such termination results from the willful breach by a
party hereto of any of its representations, warranties, covenants or agreements
contained in this Agreement, (ii) International will be dissolved with
reasonable promptness, (iii) Partners and XxXxxxxxx will retain ownership of
their respective shares of Fabricators, and (iv) each of the 1992 Agreements
and the current Certificate of Incorporation of Fabricators shall remain in
effect until terminated or amended in accordance with their provisions.

8
12
SECTION 6

GENERAL PROVISIONS

6.01 Survival of Representations, Warranties and Agreements. The
representations, warranties, covenants and agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the date of
this Agreement and the Closing Time.

6.02 Notices. All notices and other communications hereunder must be
in writing and shall be deemed to have given upon receipt of delivery by: (a)
personal delivery to the designated Person, (b) certified or registered mail,
postage prepaid, return receipt requested, (c) a nationally recognized
overnight courier service (against a receipt therefor) or (d) facsimile
transmission with confirmation of receipt. All such notices must be addressed
as follows or such other address as to which any party hereto may have notified
the other in writing:

If to International, Partners, Fabricators or Xxxxxx, to:

P. O. Xxx 00000
Xxx Xxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000

If to McDermott, to:

0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: E. Xxxxx Xxxxxx, Xx.
Senior Vice President and
Chief Technical Officer
Facsimile: (000) 000-0000

6.03 Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes," or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." Unless the context otherwise requires, "or" is
disjunctive but not necessarily exclusive, and words in the singular include
the plural and in the plural include the singular.

6.04 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

9
13
6.05 Entire Agreement; No Third Party Beneficiaries. This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder or thereunder.

6.06 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Louisiana, without giving effect to
the principles of conflicts of law thereof.

6.07 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.

6.08 Specific Performance. The parties hereto acknowledge that any
breach of this Agreement would cause immediate and irreparable harm to the
other parties hereto for which an adequate monetary remedy does not exist;
hence, each party hereto agrees that, in the event of a breach or threatened
breach by any party of this Agreement during or after the term of this
Agreement, the other parties hereto shall be entitled to injunctive relief
restraining such party from such violation without the necessity of proof of
actual damage or the posting of any bond, except as required by non-waivable,
applicable law. Nothing herein, however, shall be construed as prohibiting the
parties hereto from pursuing any other remedy at law or in equity to which such
parties may be entitled under applicable law in the event of a breach or
threatened breach of this Agreement by any other party, including without
limitation the recovery of damages and/or costs and expenses, such as
reasonable attorneys' fees, incurred by such parties as a result of any such
breach.

6.09 Confidentiality. McDermott has not and, following the Closing
Time, for a period of 24 months, will not use for its own purposes or disclose
to any third party, any confidential information relating to Fabricators
obtained by Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxx, Xxxx X. Xxxxxxx or E. Xxxxx Xxxxxx, Xx.; provided, that (i) McDermott
may use or disclose any such information which has been publicly disclosed
(other than by McDermott) and (ii) to the extent that McDermott may become
legally compelled to disclose any of such information, McDermott may disclose
such information if it has used its best efforts, and shall have afforded
Fabricators the opportunity, to obtain an appropriate protective order or other
satisfactory assurance of confidential treatment for the information required
to be disclosed.

6.10 Limitation of Liability. Notwithstanding any other provision of
this Agreement, in no event shall any party hereto be liable to any other party
hereto with respect to breach or violation of any provision in this Agreement,
whether based on contract, tort (including negligence), strict liability or
other theory of law or equity, for loss of anticipated profits or consequential
loss or damage of any nature arising at any time or from any cause whatsoever.

10
14
IN WITNESS WHEREOF, each party has caused this Agreement to be signed by
its respective officers thereunto duly authorized, all as of the date first
written above.

UNIFAB INTERNATIONAL, INC.

By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
President

UNIVERSAL PARTNERS, INC.

By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
President

UNIVERSAL FABRICATORS INCORPORATED

By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
President

By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx

XXXXXXXXX INCORPORATED

By: /s/ E. Xxxxx Xxxxxx, Xx.
-------------------------------------
Name:
Title:

11
15
EXHIBIT A

AGREEMENT AND PLAN OF SHARE EXCHANGE

This AGREEMENT AND PLAN OF SHARE EXCHANGE, dated as of ______________,
1997 (the "Agreement"), is by and between UNIFAB International, Inc., a
Louisiana corporation ("International"), and Universal Partners, Inc., a
Louisiana corporation ("Partners").

WITNESSETH:

WHEREAS, Partners is the owner of 510 shares of Class A common stock,
$1.00 par value per share (the "Shares"), of Universal Fabricators
Incorporated, a Delaware close corporation ("Fabricators"), which represent all
of the issued and outstanding shares of Class A common stock of Fabricators;

WHEREAS, it is the parties mutual intent that the exchange of the Shares
contemplated by this Agreement be part of plan of reorganization of Partners
that constitutes a tax-free reorganization under Section 368 of the Internal
Revenue Code and that immediately following the Closing, Partners will enter
into a plan of liquidation pursuant to which it will pay or provide for the
payment of liabilities of Partners and distribute the New Shares (as defined
herein) and all remaining assets of Partners to the shareholders of Partners.

WHEREAS, Partners desires to exchange the Shares for shares of common
stock, $0.01 par value per share, of International ("International Common
Stock");

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein and in reliance upon the undertakings,
representations, warranties and indemnities contained herein, International and
Partners hereby agree as follows:

ARTICLE 1
EXCHANGE OF SHARES; CLOSING

Section 1.1 Sale of Shares. Subject to the terms and conditions
herein stated, Partners agrees at the Closing to exchange with full title
guarantee, transfer, assign and deliver to International, and International
agrees to acquire from Partners, the Shares, free and clear of any and all
Liens.

Section 1.2 Consideration. In consideration for its acquisition of
the Shares, International agrees at the Closing to issue and deliver 1,785,000
shares of International Common Stock (the "New Shares") to Partners.

Section 1.3 Closing. The Closing shall take place simultaneously with
the Closing Time of the public offering of the shares of International Common
Stock pursuant to that certain Underwriting Agreement (the "Underwriting
Agreement"), by and among International, Fabricators,

- 1 -
16
Partners, XxXxxxxxx Incorporated ("McDermott") and Xxxxxx Xxxxxx & Company,
Inc. and Xxxxxxxx Inc. (as representatives of the several underwriters named
therein) and the other transactions contemplated by that certain Transition
Agreement dated as of _________________, 1997 by and among Partners,
International, Fabricators, Universal Partners, Inc. and Xxxxxx X. Xxxxxx.

Section 1.4 Deliveries at Closing. At the Closing (a) International
shall deliver to Partners one or more certificates representing the New Shares
and (b) Partners shall deliver to International one or more certificates
representing the Shares duly endorsed to International, which shall transfer to
International good title to the Shares free and clear of any adverse claim or
Lien.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PARTNERS

Partners represents and warrants to International as of the date hereof
as follows:

Section 2.1 Ownership. Partners is the sole record and beneficial
owner of the Shares, which are represented by Certificate Number 1. Partners
has good and marketable title to the Shares and the absolute right to deliver
the Shares in accordance with the terms of this Agreement, free and clear of
all Liens. The transfer of the Shares to International in accordance with the
terms of this Agreement transfers good and marketable title to the Shares to
International free and clear of all Liens, restrictions, rights, options and
claims of every kind.

Section 2.2 Authority; Enforceability. Partners has full legal right,
power and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Partners and constitutes, and each other agreement,
instrument or documents executed or to be executed by Partners in connection
with the transactions contemplated hereby has been duly executed and delivered
by Partners and constitutes a valid and legally binding obligation of Partners
enforceable against Partners in accordance with their respective terms, except
as (a) enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, moratorium or similar laws from time to time in effect
affecting creditors' rights generally and (b) the availability of equitable
remedies may be limited by equitable principles of general applicability.

Section 2.3 No Conflict. Neither the execution and the delivery of
this Agreement by Partners, nor the consummation of the transactions
contemplated hereby (a) violate, conflict with, or result in a breach of any
provisions of, (b) constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, (c) result in the
termination of or accelerate the performance required by, (d) result in the
creation of any Lien upon the Shares under any of the terms, conditions or
provisions of the Articles of Incorporation or Bylaws of Partners or, to any
material extent, under the terms and conditions of any note, bond, mortgage,
indenture, deed of trust, lease, license, loan agreement or other instrument or
obligation to or by which Partners or any of its assets are bound, or (e) to
any material extent, violate any Applicable Law binding upon Partners or any of
its assets.

- 2 -
17

Section 2.4 No Other Representations or Warranties. Except as set
forth above in this Section 2, no other representations or warranties, express
or implied, are made in this Agreement by Partners to International.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF INTERNATIONAL

International represents and warrants to Partners as of the date hereof
as follows:

Section 3.1 Organization. International is a corporation duly
organized, validly existing and in good standing under the laws of Louisiana
and has all requisite corporate power and authority to own its properties and
carry on its business as now being conducted.

Section 3.2 Capitalization. As of the date of this Agreement, the
authorized capital stock of International consists of 20,000,000 shares of
common stock, $0.01 par value per share, one share of which is validly issued
and outstanding, and 5,000,000 shares of preferred stock, no par value, none of
which are outstanding.

Section 3.3 Authority; Enforceability. International has the
requisite corporate power and authority to execute and deliver this Agreement
and to carry out its obligations hereunder. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of International and no other corporate proceedings on the part of
International are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly executed and
delivered by International and constitutes a valid and binding obligation of
International, enforceable against International in accordance with its terms,
except as (a) enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, moratorium or similar laws from time to time
in effect affecting creditors' rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability.

Section 3.4 No Conflict. Neither the execution and delivery of this
Agreement by International, nor the consummation of the transactions
contemplated hereby, do or will (a) violate, conflict with, or result in a
breach of any provisions of, (b) constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, (c) result
in the termination of or accelerate the performance required by, (d) result in
the creation of a Lien upon the New Shares under any of the terms, conditions
or provisions of the Articles of Incorporation or Bylaws of International or
any note, bond, mortgage, indenture, deed of trust, lease, license, loan
agreement or other instrument or obligation to or by which International or any
of its assets are bound, or (e) violate any Applicable Law binding upon
International and on any of its assets.

- 3 -
18
Section 3.5 International Common Stock. All shares of International
Common Stock to be issued pursuant to this Agreement will be, when issued, duly
authorized, validly issued, fully paid and non-assessable.

Section 3.6 No Other Representations or Warranties. Except as set
forth above in this Section 3, no other representations or warranties, express
or implied, are made in this Agreement by International to Partners.

ARTICLE 4
INDEMNIFICATION; REMEDIES

Section 4.1 Indemnification by Partners. Except as otherwise
expressly provided in this Article 4, Partners, as its sole obligation and the
exclusive remedy of International and each of International's officers,
directors, employees, Affiliates, successors and assigns (International and
such persons being collectively referred to herein as "International's
Indemnified Persons"), shall defend, indemnify and hold harmless
International's Indemnified Persons, and shall reimburse International's
Indemnified Persons, for, from and against, each and every demand, claim,
action, loss (which shall include any diminution in value), liability,
judgment, damage, cost and expense (including, without limitation, interest,
penalties, costs of preparation and investigation, and the reasonable fees,
disbursements and expenses of attorneys, accountants and other professional
advisors) (collectively, "Losses") imposed on or incurred by International's
Indemnified Persons, directly or indirectly, relating to, resulting from or
arising out of: (a) any inaccuracy in any representation or warranty of
Partners in this Agreement, whether or not International's Indemnified Persons
relied thereon or had knowledge thereof, or (b) any breach or nonperformance of
any covenant, agreement or other obligation of Partners under this Agreement or
any certificate, document or other instrument delivered or to be delivered
pursuant hereto.

Section 4.2 Indemnification by International. Except as otherwise
expressly provided in this Article 4, International, as its sole obligation and
the exclusive remedy of Partners and each of Partners' officers, directors,
employees, Affiliates, successors and assigns (Partners and such persons being
collectively referred to herein as "Partners' Indemnified Persons"), shall
defend, indemnify and hold harmless Partners' Indemnified Persons, and shall
reimburse Partners' Indemnified Persons for, from and against all Losses
imposed on or incurred by Partners' Indemnified Persons, directly or
indirectly, relating to, resulting from or arising out of: (a) any inaccuracy
in any representation or warranty of International in this Agreement, whether
or not Partners' Indemnified Persons relied thereon or had knowledge thereof or
(b) any breach or nonperformance of any covenant, agreement or other obligation
of International under this Agreement or any certificate, document or other
instrument delivered or to be delivered pursuant hereto.

Section 4.3 Notice and Defense of Third Party Claims. If any third
party demand, claim, action or proceeding shall be brought or asserted under
this Article 4 against an indemnified party or any successor thereto (the
"Indemnified Person") in respect of which indemnity may be sought under this
Article 4 from an indemnifying person or any successor thereto (the
"Indemnifying Person"), the Indemnified Person shall give prompt written notice
thereof to the Indemnifying

- 4 -
19
Person who shall have the right to assume its defense, including the hiring of
counsel reasonably satisfactory to the Indemnified Person and the payment of
all expenses; except that any delay or failure to so notify the Indemnifying
Person shall relieve the Indemnifying Person of its obligations under this
Article 4 only to the extent, if at all, that it is prejudiced by reason of
such delay or failure. The Indemnified Person shall have the right to employ
separate counsel in any of the foregoing actions, claims or proceedings and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnified Person unless both the Indemnified
Person and the Indemnifying Person are named as parties and the Indemnifying
Person and the Indemnified Person shall in good faith agree that representation
by the same counsel is inappropriate. In the event that the Indemnifying
Person, within ten days after notice of any such action or claim, does not
assume the defense thereof, the Indemnified Person shall have the right to
undertake the defense, compromise or settlement of such action, claim or
proceeding for the account of the Indemnifying Person, subject to the right of
the Indemnifying Person to assume the defense of such action, claim or
proceeding with counsel reasonably satisfactory to the Indemnified Person at
any time prior to the settlement, compromise or final determination thereof.
Anything in this Article 4 to the contrary notwithstanding, the Indemnifying
Person shall not, without the Indemnified Person's prior consent, settle or
compromise any action or claim or consent to the entry of any judgment with
respect to any action, claim or proceeding for anything other than money
damages paid by the Indemnifying Person. The Indemnifying Person may, without
the Indemnified Person's prior consent, settle or compromise any such action,
claim or proceeding or consent to entry of any judgment with respect to any
such action or claim that requires solely the payment of money damages by the
Indemnifying Person and that includes as an unconditional term thereof the
release by the claimant or the plaintiff of the Indemnified Person from all
liability in respect of such action, claim or proceeding.

ARTICLE 5
DEFINED TERMS

Section 5.1 Definitions. In addition to the other defined terms used
herein, as used in this Agreement, the following terms when capitalized have
the meanings indicated.

"Affiliate" shall have the meaning ascribed by Rule 12b-2 promulgated
under the Exchange Act.

"Applicable Law" shall mean any statute, law, rule or regulation or any
judgement, order, writ, injunction or decree of any Governmental Entity to
which a specified Person or its property is subject.

"Closing" means the consummation of the transactions contemplated by
this Agreement.

"Governmental Entity" shall mean any court or tribunal in any
jurisdiction or any public, governmental or regulatory body, agency,
department, commission, board, bureau or other authority or instrumentality.

- 5 -
20
"Liens" shall mean pledges, liens, defects, leases, licenses, equities,
options, rights to buy, conditional sales contracts, charges, claims,
encumbrances, security interests, easements, restrictions, chattel mortgages,
mortgages or deeds of trust, of any kind or nature whatsoever.

ARTICLE 6
MISCELLANEOUS

Section 6.1 Survival of Representations, Warranties and Agreements.
The representations, warranties, covenants and agreements in this Agreement or
in any instrument delivered pursuant to this Agreement shall survive the
Closing and shall not be limited or affected by any investigation by or on
behalf of any party hereto.

Section 6.2 Notices. All notices hereunder must be in writing and
shall be deemed to have been given upon receipt of delivery by: (a) personal
delivery to the designated individual, (b) certified or registered mail,
postage prepaid, return receipt requested, (c) a nationally recognized
overnight courier service (against a receipt therefor) or (d) facsimile
transmission with confirmation of receipt. All such notices must be addressed
as follows or such other address as to which any party hereto may have notified
the other in writing:

If to International, to:

P. O. Xxx 00000
Xxx Xxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Facsimile transmission No.: (000) 000-0000

If to Partners, to:

P. O. Xxx 00000
Xxx Xxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Facsimile transmission No.: (000) 000-0000

Section 6.3 Headings; Gender. When a reference is made in this
Agreement to a section, exhibit or schedule, such reference shall be to a
section, exhibit or schedule of this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this Agreement shall include the
other genders, whether used in the masculine, feminine or neuter gender, and
the singular shall include the plural and vice versa, whenever and as often as
may be appropriate.

- 6 -
21
among the parties with respect to the subject matter hereof, and (b) is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder.

Section 6.5 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Louisiana without regard
to any applicable principles of conflicts of law.

Section 6.6 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.

Section 6.7 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by reason of any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any adverse manner to either party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible, and in any case such term or provision shall
be deemed amended to the extent necessary to make it no longer invalid, illegal
or unenforceable.

Section 6.8 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same document.

Section 6.9 Amendment and Modification. This Agreement may not be
amended or modified except by an instrument in writing signed by each of the
parties hereto.

Section 6.10 Limitation of Liability. Notwithstanding any other
provision of this Agreement, in no event shall any party hereto be liable to
any other party hereto with respect to breach or violation of any provision in
this Agreement, whether based on contract, tort (including negligence), strict
liability or other theory of law or equity, for loss of anticipated profits or
consequential loss or damage of any nature arising at any time or from any
cause whatsoever.

- 7 -
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed themselves or by their respective duly authorized officers as of the
date first written above.

UNIFAB INTERNATIONAL, INC.

By:
----------------------------------------------
Xxxxxx X. Xxxxxx, President

UNIVERSAL PARTNERS, INC.

By:
----------------------------------------------
Xxxxxx X. Xxxxxx, President

- 8 -
23

EXHIBIT B

ACT OF CASH SALE ) UNITED STATES OF AMERICA
)
BY ) STATE OF LOUISIANA
)
UNIVERSAL PARTNERS, INC. ) PARISH OF ________________
)
TO )
)
UNIVERSAL FABRICATORS )
INCORPORATED )

BE IT KNOWN, that on this ____ day of __________, 1997;

BEFORE ME, the undersigned, Notary Public, duly commissioned and
qualified, in and for the Parish of ___________, State of Louisiana, and in the
presence of the undersigned competent witnesses:

PERSONALLY CAME AND APPEARED:

UNIVERSAL PARTNERS, INC., a Louisiana corporation, whose address is
0000 Xxxx Xxxx, Xxx Xxxxxx, Xxxxxxxxx, 00000, appearing herein by and
through Xxxxxx X. Xxxxxx, its President and duly authorized
representative pursuant to a resolution of its Board of Directors, a
certified copy of which is attached hereto, whose taxpayer
identification number is ___________ ("Seller"); and

UNIVERSAL FABRICATORS INCORPORATED, a Delaware corporation, whose
address is 0000 Xxxx Xxxx, Xxx Xxxxxx, Xxxxxxxxx, 00000, appearing
herein by and through Xxxxxx X. Xxxxxx, its President and duly
authorized representative pursuant to a resolution of its Board of
Directors, a certified copy of which is attached hereto, whose
taxpayer identification number is _____________ ("Purchaser"),

who declared as follows:

Seller does by these presents grant, bargain, sell, convey, transfer,
assign, set over, abandon and deliver without any warranty whatsoever of any
kind, nature or description other than Seller's warranty of good and
merchantable title, but with full substitution and subrogation in and to all
the rights and actions of warranty which said Seller has or may have against
all preceding owners and vendors, unto Purchaser, here present accepting, and
purchasing for itself, its heirs, successors and assigns, and acknowledging due
delivery and possession thereof, all and singular the real property

located in the State of Louisiana, Parish of Iberia, described on Exhibit "B-1"
attached hereto (the "Property"), together with any buildings or improvements
located thereon, and all rights, ways, servitudes, easements and prescriptions,
both liberative and acquisitive, thereunto belonging or in anywise
appertaining.

To have and to hold the above described Property unto the said
Purchaser and its successors and assigns forever.

This sale is made and accepted for and in consideration of the price
and sum of ONE HUNDRED THOUSAND FIVE HUNDRED AND NO/100 ($100,500.00) DOLLARS
cash, all of which Purchaser has well and truly paid, in ready and current
money to Seller who hereby acknowledges the receipt thereof and grants full
acquittance and discharge therefor.

Waiver of Warranties

Seller hereby conveys to Purchaser all right, title and interest of
Seller in and to the Property, without any warranty or recourse whatsoever
other than pursuant to Seller's warranty of good and merchantable title, but
with full substitution and subrogation in and to all of the rights and actions
of warranty which Seller has or may have against all preceding owners or
vendors; it being understood that Purchaser takes the Property "AS IS" and
"WHERE IS", Purchaser hereby acknowledging reliance solely on its own
inspection of the Property, and not on any warranties or representations from
Seller other than Seller's warranty of good and merchantable title. All
implied warranties with respect to the Property (other than Seller's warranty
of good and merchantable title), including those related to fitness for a
particular purpose, are hereby disclaimed by Seller and expressly waived by
Purchaser. Other than pursuant to Seller's warranty of good and merchantable
title, Purchaser shall have no right or cause of action against Seller to
assert in any controversy, claim, demand, or litigation arising from or in
connection with the Property. Without limiting the generality of the
foregoing, Seller does not warrant that the Property is free from redhibitory
or latent defects or vices. Purchaser hereby expressly waives all rights in
redhibition pursuant to Louisiana Civil Code Article 2520, et seq., and the
warranty imposed by Louisiana Civil Code Article 2476, as well as its ability
to rescind the sale or seek a reduction in the purchase price for a redhibitory
defect. Purchaser hereby releases Seller from any liability for redhibitory or
latent defects or vices under Louisiana Civil Code Article 2520 through 2548
(1870). Purchaser's waiver of warranties under this paragraph does not affect
the representations and warranties expressly made by Seller in that certain
Transition Agreement dated ____________, 1997 to which Seller and Purchaser,
among others, are parties.

Miscellaneous

All real estate taxes, up to and including the taxes due and exigible
in 1996, have been or will be paid by Seller. Taxes for 1997 have been
prorated between the parties hereto as of the date hereof based upon the 1996
taxes. Seller and Purchaser hereby waive production of mortgage, chattel
mortgage, conveyance, accounts receivable, tax, paving and other certificates
and hereby agree to

- 2 -
25

relieve and release the Notary before whom this Act of Cash Sale was passed
from all responsibilities and liabilities in connection therewith.

THUS DONE AND PASSED in _________ Parish, Louisiana, on the date first
written above in the presence of the undersigned competent witnesses, who
hereunto sign their names with the said appearer and me, Notary, after reading
of the whole.

WITNESSES TO SELLER:
BOTH SIGNATURES:
UNIVERSAL PARTNERS INC.

-------------------------------------------
BY:
-------------------------------------------------------------------
XXXXXX X. XXXXXX, PRESIDENT

PURCHASER:

UNIVERSAL FABRICATORS INCORPORATED

BY:
-------------------------------------------------------------------
XXXXXX X. XXXXXX, PRESIDENT

---------------------------------
NOTARY PUBLIC

- 3 -
26

EXHIBIT B-1

That certain tract of land, together with all rights, ways, privileges
and servitudes thereunto appertaining, situated in Section 34, Township 12
South, Range 6 East, in the First Xxxx (formerly 9th Xxxx) of Iberia Parish,
Louisiana, containing and measuring 9.56 acres and being bounded northerly by
property of Xxxxxx Xxxxxxxx, or assigns, southerly by Southern Pacific Railroad
right-of-way, easterly by Tract 2 of that plat of survey hereafter mentioned
and westerly in part by property of Ace Machine Works, Inc. (center of Rodere
Coulee) and in part by property of Xxxx Xxxxxx Xxxxx, or assigns. Being the
northeasterlymost 9.56 acres of Tract 1, Plat 2, Group A (12.3 acres) as shown
on a plat of survey attached to an Act of Partition recorded under Original
Conveyance Entry No. 78-7307 of the records of Iberia Parish, Louisiana.

EXHIBIT C

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of ______________, 1997 (the
"Agreement"), is by and between UNIFAB International, Inc., a Louisiana
corporation ("International"), and XxXxxxxxx Incorporated, a Delaware
corporation ("McDermott").

WITNESSETH:

WHEREAS, McDermott is the owner of 490 shares of Class B common stock,
$1.00 par value per share (the "Shares"), of Universal Fabricators
Incorporated, a Delaware corporation ("Fabricators"), which represent all of
the issued and outstanding shares of Class B common stock of Fabricators; and

WHEREAS, McDermott desires to exchange the Shares for shares of common
stock, $0.01 par value per share, of International ("International Common
Stock"), and to sell such shares of International Common Stock pursuant to an
underwriting agreement dated September ___, 1997 (the "Underwriting
Agreement"), by and among International, Fabricators, Partners, McDermott and
Xxxxxx Xxxxxx & Company, Inc. and Xxxxxxxx Inc. (as representatives of the
several underwriters named therein);

ARTICLE 1
EXCHANGE OF SHARES; CLOSING

Section 1.1 Sale of Shares. Subject to the terms and conditions
herein stated, McDermott agrees at the Closing to exchange with full title
guarantee, transfer, assign and deliver to International, and International
agrees to acquire from McDermott, the Shares, free and clear of any and all
Liens.

Section 1.2 Consideration. In consideration for its acquisition
of the Shares, International agrees at the Closing to issue and deliver
1,715,000 shares of International Common Stock (the "New Shares") to McDermott.

Section 1.3 Closing. The Closing shall take place simultaneously
with the Closing Time of the public offering of the New Shares and other shares
of International Common Stock pursuant to the Underwriting Agreement and the
other transactions contemplated by that certain Transition Agreement dated as
of _________________, 1997 by and among XxXxxxxxx, International, Fabricators,
Universal Partners, Inc. and Xxxxxx X. Xxxxxx.

- 1 -
28
Section 1.4 Deliveries at Closing. At the Closing (a)
International shall deliver to McDermott one or more certificates representing
the New Shares and (b) McDermott shall deliver to International one or more
certificates representing the Shares duly endorsed to International, which
shall transfer to International good title to the Shares free and clear of any
Lien.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF MCDERMOTT

McDermott represents and warrants to International as of the date
hereof as follows:

Section 2.1 Ownership. McDermott is the sole record and
beneficial owner of the Shares, which are represented by Certificate Number 2.
McDermott has good and marketable title to the Shares and the absolute right to
deliver the Shares in accordance with the terms of this Agreement, free and
clear of all Liens. The transfer of the Shares to International in accordance
with the terms of this Agreement transfers good and marketable title to the
Shares to International free and clear of all Liens, restrictions, rights,
options and claims of every kind.

Section 2.2 Authority; Enforceability. McDermott has full legal
right, power and authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by McDermott and constitutes, and each other
agreement, instrument or documents executed or to be executed by McDermott in
connection with the transactions contemplated hereby has been duly executed and
delivered by McDermott and constitutes a valid and legally binding obligation
of McDermott enforceable against McDermott in accordance with their respective
terms, except as (a) enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, moratorium or similar laws from time to time
in effect affecting creditors' rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability.

Section 2.3 No Conflict. Neither the execution and the delivery
of this Agreement by McDermott, nor the consummation of the transactions
contemplated hereby (a) violate, conflict with, or result in a breach of any
provisions of, (b) constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, (c) result in the
termination of or accelerate the performance required by, (d) result in the
creation of any Lien upon the Shares under any of the terms, conditions or
provisions of the Certificate of Incorporation or Bylaws of McDermott or, to
any material extent, under the terms and conditions of any note, bond,
mortgage, indenture, deed of trust, lease, license, loan agreement or other
instrument or obligation to or by which McDermott or any of its assets are
bound, or (e) to any material extent, violate any Applicable Law binding upon
McDermott or any of its assets.

Section 2.4 No Other Representations or Warranties. Except as
set forth above in this Section 2, no other representations or warranties,
express or implied, are made in this Agreement by McDermott to International.

- 2 -
29

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF INTERNATIONAL

International represents and warrants to McDermott as of the date
hereof as follows:

Section 3.2 Capitalization. As of the date of this Agreement,
the authorized capital stock of International consists of 20,000,000 shares of
common stock, $0.01 par value per share, one share of which is validly issued
and outstanding, and 5,000,000 shares of preferred stock, no par value, none of
which are outstanding.

Section 3.4 No Conflict. Neither the execution and delivery of
this Agreement by International, nor the consummation of the transactions
contemplated hereby, do or will (a) violate, conflict with, or result in a
breach of any provisions of, (b) constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, (c) result
in the termination of or accelerate the performance required by, (d) result in
the creation of a Lien upon the New Shares under any of the terms, conditions
or provisions of the Articles of Incorporation or Bylaws of International or
any note, bond, mortgage, indenture, deed of trust, lease, license, loan
agreement or other instrument or obligation to or by which International or any
of its assets are bound, or (e) violate any Applicable Law binding upon
International and on any of its assets.

Section 3.5 International Common Stock. All shares of
International Common Stock to be issued pursuant to this Agreement will be,
when issued, duly authorized, validly issued, fully paid and non-assessable.

- 3 -
30
Section 3.6 No Other Representations or Warranties. Except as
set forth above in this Section 3, no other representations or warranties,
express or implied, are made in this Agreement by International to McDermott.

ARTICLE 4
INDEMNIFICATION; REMEDIES

Section 4.1 Indemnification by McDermott. Except as otherwise
expressly provided in this Article 4, McDermott, as its sole obligation and the
exclusive remedy of International and each of International's officers,
directors, employees, Affiliates, successors and assigns (International and
such persons being collectively referred to herein as "International's
Indemnified Persons"), shall defend, indemnify and hold harmless
International's Indemnified Persons, and shall reimburse International's
Indemnified Persons, for, from and against, each and every demand, claim,
action, loss, liability, judgment, damage, cost and expense (including, without
limitation, interest, penalties, costs of preparation and investigation, and
the reasonable fees, disbursements and expenses of attorneys, accountants and
other professional advisors) (collectively, "Losses") imposed on or incurred by
International's Indemnified Persons, directly or indirectly, relating to,
resulting from or arising out of: (a) any inaccuracy in any representation or
warranty of McDermott in this Agreement, whether or not International's
Indemnified Persons relied thereon or had knowledge thereof, or (b) any breach
or nonperformance of any covenant, agreement or other obligation of McDermott
under this Agreement or any certificate, document or other instrument delivered
or to be delivered pursuant hereto.

Section 4.2 Indemnification by International. Except as
otherwise expressly provided in this Article 4, International, as its sole
obligation and the exclusive remedy of McDermott and each of XxXxxxxxx'x
officers, directors, employees, Affiliates, successors and assigns (McDermott
and such persons being collectively referred to herein as "XxXxxxxxx'x
Indemnified Persons"), shall defend, indemnify and hold harmless XxXxxxxxx'x
Indemnified Persons, and shall reimburse XxXxxxxxx'x Indemnified Persons for,
from and against all Losses imposed on or incurred by XxXxxxxxx'x Indemnified
Persons, directly or indirectly, relating to, resulting from or arising out of:
(a) any inaccuracy in any representation or warranty of International in this
Agreement, whether or not XxXxxxxxx'x Indemnified Persons relied thereon or had
knowledge thereof, or (b) any breach or nonperformance of any covenant,
agreement or other obligation of International under this Agreement or any
certificate, document or other instrument delivered or to be delivered pursuant
hereto.

Section 4.3 Notice and Defense of Third Party Claims. If any
third party demand, claim, action or proceeding shall be brought or asserted
under this Article 4 against an indemnified party or any successor thereto (the
"Indemnified Person") in respect of which indemnity may be sought under this
Article 4 from an indemnifying person or any successor thereto (the
"Indemnifying Person"), the Indemnified Person shall give prompt written notice
thereof to the Indemnifying Person who shall have the right to assume its
defense, including the hiring of counsel reasonably satisfactory to the
Indemnified Person and the payment of all expenses; except that any delay or

- 4 -
31
failure to so notify the Indemnifying Person shall relieve the Indemnifying
Person of its obligations under this Article 4 only to the extent, if at all,
that it is prejudiced by reason of such delay or failure. The Indemnified
Person shall have the right to employ separate counsel in any of the foregoing
actions, claims or proceedings and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the
Indemnified Person unless both the Indemnified Person and the Indemnifying
Person are named as parties and the Indemnifying Person and the Indemnified
Person shall in good faith agree that representation by the same counsel is
inappropriate. In the event that the Indemnifying Person, within ten days
after notice of any such action or claim, does not assume the defense thereof,
the Indemnified Person shall have the right to undertake the defense,
compromise or settlement of such action, claim or proceeding for the account of
the Indemnifying Person, subject to the right of the Indemnifying Person to
assume the defense of such action, claim or proceeding with counsel reasonably
satisfactory to the Indemnified Person at any time prior to the settlement,
compromise or final determination thereof. Anything in this Article 4 to the
contrary notwithstanding, the Indemnifying Person shall not, without the
Indemnified Person's prior consent, settle or compromise any action or claim or
consent to the entry of any judgment with respect to any action, claim or
proceeding for anything other than money damages paid by the Indemnifying
Person. The Indemnifying Person may, without the Indemnified Person's prior
consent, settle or compromise any such action, claim or proceeding or consent
to entry of any judgment with respect to any such action or claim that requires
solely the payment of money damages by the Indemnifying Person and that
includes as an unconditional term thereof the release by the claimant or the
plaintiff of the Indemnified Person from all liability in respect of such
action, claim or proceeding.

ARTICLE 5
DEFINED TERMS

Section 5.1 Definitions. In addition to the other defined terms
used herein, as used in this Agreement, the following terms when capitalized
have the meanings indicated.

"Affiliate" shall have the meaning ascribed by Rule 12b-2 promulgated
under the Exchange Act.

"Applicable Law" shall mean any statute, law, rule or regulation or
any judgement, order, writ, injunction or decree of any Governmental Entity to
which a specified Person or its property is subject.

"Closing" means the consummation of the transactions contemplated by
this Agreement.

"Liens" shall mean pledges, liens, defects, leases, licenses,
equities, options, rights to buy, conditional sales contracts, charges, claims,
encumbrances, security interests, easements, restrictions, chattel mortgages,
mortgages or deeds of trust, of any kind or nature whatsoever.

- 5 -
32
ARTICLE 6
MISCELLANEOUS

Section 6.1 Survival of Representations, Warranties and
Agreements. The representations, warranties, covenants and agreements in this
Agreement or in any instrument delivered pursuant to this Agreement shall
survive the Closing and shall not be limited or affected by any investigation
by or on behalf of any party hereto.

Section 6.2 Notices. All notices hereunder must be in writing
and shall be deemed to have been given upon receipt of delivery by: (a)
personal delivery to the designated individual, (b) certified or registered
mail, postage prepaid, return receipt requested, (c) a nationally recognized
overnight courier service (against a receipt therefor) or (d) facsimile
transmission with confirmation of receipt. All such notices must be addressed
as follows or such other address as to which any party hereto may have notified
the other in writing:

If to International, to:

P. O. Xxx 00000
Xxx Xxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Facsimile transmission No.: (000) 000-0000

If to McDermott, to:

0000 Xxxxxxx Xxxxxx
P. O. Xxx 00000
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: E. Xxxxx Xxxxxx, Xx.
Senior Vice President and
Chief Technical Officer
Facsimile transmission No.: (000) 000-0000

Section 6.4 Entire Agreement; No Third Party Beneficiaries. This
Agreement (including the documents, exhibits and instruments referred to
herein) (a) constitutes the entire agreement and supersedes all prior
agreements, and understandings and communications, both written and oral, among
the parties with respect to the subject matter hereof, and (b) is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.

- 6 -
33
Section 6.5 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Louisiana without regard
to any applicable principles of conflicts of law.

Section 6.6 Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other party.

Section 6.8 Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same document.

Section 6.9 Amendment and Modification. This Agreement may not
be amended or modified except by an instrument in writing signed by each of the
parties hereto.

- 7 -
34
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed themselves or by their respective duly authorized officers as of the
date first written above.

UNIFAB INTERNATIONAL, INC.

By:
------------------------------
Xxxxxx X. Xxxxxx, President

XXXXXXXXX INCORPORATED

By:
------------------------------
Name:
Title:

- 8 -
35

EXHIBIT D

ACT OF CASH SALE ) UNITED STATES OF AMERICA
)
BY ) STATE OF LOUISIANA
)
XXXXXXXXX INCORPORATED ) PARISH OF ________________
)
TO )
)
UNIVERSAL FABRICATORS )
INCORPORATED )

BE IT KNOWN, that on this ____ day of __________, 1997;

BEFORE ME, the undersigned, Notary Public, duly commissioned and
qualified, in and for the Parish of ___________, State of Louisiana, and in the
presence of the undersigned competent witnesses:

PERSONALLY CAME AND APPEARED:

XXXXXXXXX INCORPORATED, a Delaware corporation, whose address is 0000
Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx, 00000, appearing herein by and
through _______________________, its _____________ and duly authorized
representative pursuant to a resolution of its Board of Directors, a
certified copy of which is attached hereto, whose taxpayer
identification number is ___________ ("Seller"); and

who declared as follows:

assigns, and acknowledging due delivery and possession thereof, all and
singular the real property located in the State of Louisiana, Parish of Iberia,
including any and all buildings or improvements thereon, described on Exhibit
"D-1" attached hereto (the "Property"), and all rights, ways, servitudes,
easements and prescriptions, both liberative and acquisitive, thereunto
belonging or in anywise appertaining.

To have and to hold the above described Property unto the said
Purchaser and its successors and assigns forever.

This sale is made and accepted for and in consideration of the price
and sum of SEVEN HUNDRED THOUSAND AND NO/100 ($700,000.00) DOLLARS cash, all of
which Purchaser has well and truly paid, in ready and current money to Seller
who hereby acknowledges the receipt thereof and grants full acquittance and
discharge therefor.

Waiver of Warranties

Seller hereby conveys to Purchaser all right, title and interest of
Seller in and to the Property, without any warranty or recourse whatsoever
other than pursuant to Seller's warranty of good and merchantable title, but
with full substitution and subrogation in and to all of the rights and actions
of warranty which Seller has or may have against all preceding owners or
vendors; it being understood that Purchaser takes the Property "AS IS" and
"WHERE IS", Purchaser hereby acknowledging reliance solely on its own
inspection of the Property, and not on any warranties or representations from
Seller other than Seller's warranty of good and merchantable title. All
implied warranties with respect to the Property (other than Seller's warranty
of good and merchantable title), including those related to fitness for a
particular purpose, are hereby disclaimed by Seller and expressly waived by
Purchaser. Other than pursuant to Seller's warranty of good and merchantable
title, Purchaser shall have no right or cause of action against Seller to
assert in any controversy, claim, demand, or litigation arising from or in
connection with the Property. Without limiting the generality of the
foregoing, Seller does not warrant that the Property is free from redhibitory
or latent defects or vices. Purchaser hereby expressly waives all rights in
redhibition pursuant to Louisiana Civil Code Article 2520, et seq., and the
warranty imposed by Louisiana Civil Code Article 2476, as well as its ability
to rescind the sale or seek a reduction in the purchase price for a redhibitory
defect. Purchaser hereby releases Seller from any liability for redhibitory or
latent defects or vices under Louisiana Civil Code Article 2520 through 2548
(1870). Purchaser's waiver of warranties under this paragraph does not affect
the representations and warranties expressly made by Seller in Section 3.02(b)
of that certain Transition Agreement dated ____________, 1997 to which Seller
and Purchaser, among others, are parties.

Miscellaneous

All real estate taxes applicable to the Property (other than that
portion of the Property which immediately prior hereto was the subject of a
lease by Seller in favor of Purchaser), up to and including the taxes due and
exigible in 1996, have been or will be paid by Seller. Such taxes for 1997
have been prorated between the parties hereto as of the date hereof based upon
the 1996 taxes.

- 2 -
37

Seller and Purchaser hereby waive production of mortgage, chattel mortgage,
conveyance, accounts receivable, tax, paving and other certificates and hereby
agree to relieve and release the Notary before whom this Act of Cash Sale was
passed from all responsibilities and liabilities in connection therewith.

WITNESSES TO SELLER:
BOTH SIGNATURES:
XXXXXXXXX INCORPORATED

-------------------------------------------
BY:
-------------------------------------------------------------------
NAME:
-----------------------------------------------------------------
TITLE:
------------------------------------------- ----------------------------------------------------------------

PURCHASER:

UNIVERSAL FABRICATORS INCORPORATED

BY:
-------------------------------------------------------------------
XXXXXX X. XXXXXX, PRESIDENT

-------------------------------------
NOTARY PUBLIC

- 3 -
38
EXHIBIT D-1

That certain tract or parcel of land identified as "Plot B" on that
plat of survey entitled "Plat Showing Survey of Lease Property," dated December
1, 1992, revised November 20, 1996, prepared by Xxxx X. Xxxxxx, Registered
Professional Land Surveyor, a copy of which said plat is attached hereto and
made a part hereof, said Plot B having such dimensions and boundaries as are
shown on the attached plat of survey, together with all improvements situated
thereon.

That certain tract or parcel of land known and identified as "Plot
C-2" on that plat of survey entitled "Plat Showing Survey of Lease Property,"
dated December 1, 1992, revised November 20, 1996, prepared by Xxxx X. Xxxxxx,
Registered Professional Land Surveyor, a copy of which said plat is attached
hereto and made a part hereof, said Plot C-2 having such dimensions and
boundaries as are shown on the attached plat of survey, together with all
improvements situated thereon.

It is the intention of vendors to convey and vendees to purchase all
rights of vendors in and to the beds of any public roads crossing or adjacent
to the property herein conveyed, if the bed of any such road should fall within
the area encompassed on the attached plat of survey.

Document Metadata

Table of Contents

1 EXHIBIT 2.1 ================================================================= =============== TRANSITION AGREEMENT

Document Metadata