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Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

Marine Systems, Inc.

The Stockholders of Global Power Holding Company

Global Power Holding Company

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ARTICLE I	The Purchase	1
1.1	Sale and Delivery of the Shares	1
1.2	Closing Date	1
1.3	Consideration; Escrow Payments	2
1.4	Purchase Price Adjustment	3
1.5	Closing Deliveries	6
1.6	Further Assurances	8
ARTICLE II	Representations and Warranties of the Company and the Sellers	9
2.1	Authority	9
2.2	Organization	10
2.3	Organizational Documents	10
2.4	Title to Securities	10
2.5	Capitalization	10
2.6	Subsidiaries and Other Interests; Non-Operating Entity	11
2.7	Title to Assets	12
2.8	Condition and Sufficiency of Assets	13
2.9	No Violation	13
2.10	Governmental Consents	13
2.11	Financial Statements	13
2.12	Absence of Undisclosed Liabilities	14
2.13	Absence of Certain Changes	14
2.14	Taxes	16
2.15	Litigation	18
2.16	Compliance with Laws	18
2.17	Permits	18
2.18	Environmental Matters	19
2.19	Employee Matters	20
2.20	Employee Benefit Plans	20
2.21	Material Contracts	22
2.22	Customers; Suppliers	24
2.23	Intellectual Property Rights	24
2.24	Illegal Payments	25
2.25	Insurance	25
2.26	Bank Accounts and Powers of Attorney	25
2.27	Brokers	25
ARTICLE III	Representations and Warranties of the Buyer	25
3.1	Organization	25
3.2	Authority	25
3.3	No Violation	26
3.4	Governmental Consents	26
3.5	Securities Matters	26
3.6	Restricted Securities	26
3.7	Brokers	26
3.8	No Reliance	26

Table of Contents

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3.9	Legal Proceedings	27
3.10	Financing	27
ARTICLE IV	Covenants and Agreements	27
4.1	Conduct of Business	27
4.2	Access and Information	28
4.3	Environmental Investigations	29
4.4	Supplemental Disclosure	29
4.5	Assistance with Permits and Filings	29
4.6	Fulfillment of Conditions by the Sellers	30
4.7	Fulfillment of Conditions by the Buyer	30
4.8	Publicity	30
4.9	Transaction Costs	30
4.10	No-Shop Provisions	30
4.11	Nondisclosure	31
4.12	Release by the Sellers	31
4.13	Certain Tax Matters	32
4.14	Records	37
4.15	Indemnification	37
4.16	HSR	37
4.17	Employee Benefit Arrangements	38
ARTICLE V	Closing Conditions	39
5.1	Conditions to Obligations of the Buyer	39
5.2	Conditions to Obligations of the Sellers	39
ARTICLE VI	Indemnification	40
6.1	Indemnification of the Buyer	40
6.2	Indemnification of the Sellers	41
6.3	Survival	41
6.4	Further Limits on Indemnification	42
6.5	Notice	44
6.6	Defense of Claims	44
6.7	Escrow	44
ARTICLE VII	Noncompetition Agreement	45
7.1	Noncompetition	45
ARTICLE VIII	Miscellaneous	46
8.1	Termination	46
8.2	Notices	47
8.3	Counterparts	47
8.4	Interpretation	47
8.5	Assignment	47
8.6	Entire Agreement, Amendment	48
8.7	Specific Performance, Exclusivity	48
8.8	Governing Law	48
8.9	Usage	48
8.10	Certain Definitions	48

Table of Contents

(continued)

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8.11	Seller Representative	52
8.12	Expenses	53
8.13	Severability	53

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the Agreement) is made and entered into as of May 3, 2006, by and among Marine Systems, Inc., a Louisiana corporation (the Buyer) and the stockholders of Global Power Holding Company, a Delaware corporation (the Company), set forth on Exhibit A hereto (each a Seller and, collectively, the Sellers), and the Company.

WHEREAS, the Sellers are the record and beneficial owners of all of the issued and outstanding shares (collectively, the Shares) of the common stock, par value $0.01 per share, of the Company (the Common Stock);

WHEREAS, the Company is the record and beneficial owner of all of the outstanding membership interests (the Subsidiary Equity) in Global Power Systems L.L.C., a Louisiana limited liability company (the Subsidiary);

WHEREAS, the Subsidiary is engaged in the business of high-speed diesel engine and parts sales and service in marine applications (the Business);

WHEREAS, an index of defined terms used in this Agreement appears in Section 8.10; and

WHEREAS, the Sellers desire to sell the Shares to Buyer, and the Buyer desires to purchase the Shares from Sellers, for the consideration and on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.1 Sale and Delivery of the Shares. Pursuant to the terms and subject to the conditions set forth herein, the Buyer hereby agrees to purchase from the Sellers, and the Sellers hereby agree to sell to the Buyer, the Shares, which constitute all of the issued and outstanding equity interests of the Company, for the consideration set forth in Section 1.3.

1.2 Closing Date. The closing of the sale and purchase of the Shares (the Closing) will take place at the offices of Fulbright & Jaworski L.L.P., Fulbright Tower, 1301 McKinney, Suite 5100, Houston, Texas, at 10:00 a.m. local time on the second business day following the satisfaction or waiver of each of the conditions set forth in Article V (other than those conditions to be satisfied at the Closing) or on such other date or at such other place as the parties mutually agree in writing (such date of closing being herein called the Closing Date).

1.3 Consideration; Escrow Payments. As consideration in full for the sale and purchase of the Shares, the cancellation and surrender of the Options (as defined in this Section below), the cancellation and surrender of the Warrant (as defined in this Section below) and the noncompetition agreements in Article VII, the Buyer will pay an amount equal to $100,000,000, subject to adjustment as provided in Section 1.4 below (the Purchase Price), such Purchase Price to be paid to the Persons and in the amounts further provided in this Article I below:

(a) At the Closing, the Buyer shall pay an amount equal to $7,000,000 (the Escrow Amount) to U.S. Bank National Association (the Escrow Agent) to hold in an escrow account (the Escrow Account) in accordance with the escrow agreement attached hereto as Exhibit B (the Escrow Agreement);