CONSULTING AGREEMENT





                  THIS CONSULTING AGREEMENT (the "Agreement" or the "Consulting

Agreement") is made and entered into as of the date(s) set forth below to be

effective the 1st day of October, 2001 (the "Agreement Date"), by and between

UNIFAB International, Inc., a corporation organized and existing under the laws

of the State of Louisiana (the "Company"), and Varix, Ltd., a limited

partnership organized and existing under the laws of the State of Texas

("Varix").



         Section 1. Effective Date and Term. This Consulting Agreement shall be

effective as of the Agreement Date, and shall remain effective until December

31, 2002 (the "Engagement Term") or until otherwise terminated pursuant to the

terms of this Agreement.



         Section 2. Engagement - Services to be Rendered. Varix shall provide

for the benefit of the Company services of the President and Chief Executive

Officer. The Company and Varix agree that Jerome E. Chojnacki (the "Executive")

shall be designated to provide such services, and that he shall devote a minimum

of 50% of his time, attention, energies and business efforts to the Company. The

Company further agrees that the Executive shall serve as the Chairman of the

Board of Directors.



         Section 3. Fees. The Company shall pay or provide to Varix the

following:



                  (a) Consulting Fee. A consulting fee of $375,000 (the

"Consulting Base Fee") for the Engagement Term, which amount shall be prorated

and paid to Varix in equal semi-monthly installments commencing as of the

Agreement Date.



                  (b) Performance Bonus. Varix shall be paid an annual

performance bonus in an amount equal to 10% of the Company's EBITDA, with a

minimum amount per calendar year of $50,000. Such performance bonus shall be

paid to Varix not later than 30 days after the end of each calendar year which

is also the close of the Company's fiscal year (the "Bonus Payment Date") and

shall be paid even in the event this Consulting Agreement is terminated prior to

any Bonus Payment Date regardless of the reason for termination. An annual

performance bonus shall be payable for both calendar years 2001 and 2002 in a

minimum amount of $50,000 each year for a total minimum annual performance bonus

under this Consulting Agreement of $100,000.



                  (c) Restricted Stock. Varix shall be granted 50,000 restricted

shares of the Company's common stock, $0.01 par value per share (the "Common

Stock"); such grant shall be evidenced by a separate written agreement between

Varix and the Company and shall be subject to the terms and conditions set forth

therein.



                  (d) Stock Options. Varix shall be granted options to acquire

150,000 shares of Common Stock; the per share exercise price shall be the

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