Lock-up Agreement And Delivery of Disbursement Instructions To Escrow Agent

Exhibit 10.1

July 18, 2007

Gulf Island Fabrication, Inc.

583 Thompson Road

Houma, Louisiana 70363

Re: Partial Release of Shares of Common Stock Subject to the Lock-Up Agreement, Dated January 31, 2006, and Delivery of Disbursement Instructions to Escrow Agent

Dear Sirs:

Reference is made to that certain Asset Purchase and Sale Agreement, dated December 20, 2005 (the " Purchase Agreement" ), by and among Gulf Island Fabrication, Inc. (" Gulf Island" ), G.M. Fabricators, L.P. d/b/a Gulf Marine Fabricators (f/k/a New Vision, L.P.) (the " Buyer" ), Aransas Partners (f/k/a Gulf Marine Fabricators) (the " Seller" ), and Technip USA Holdings, Inc. (formerly known as Technip-Coflexip USA Holdings, Inc.), (the " Parent" ). Pursuant to Sections 2.3(b) and 7.6 of the Purchase Agreement, Gulf Island and the Seller entered into a Stock Escrow Agreement, dated January 31, 2006 (the " Stock Escrow Agreement" ), whereby 1,589,067 shares of Gulf Island common stock (the " Indemnity Escrow Shares" ) were deposited with JPMorgan Chase Bank, N.A., in its capacity as escrow agent (the " Escrow Agent" ). The Indemnity Escrow Shares are subject to that certain Lock-Up Agreement, dated January 31, 2006 (the " Lock-Up Agreement" ), by and among the parties to the Purchase Agreement. Gulf Island and the Seller also entered into a Registration Rights Agreement, dated January 31, 2006 (the " Registration Rights Agreement" ) pursuant to Sections 2.9(a) and 2.9(b) of the Purchase Agreement with respect to the registration of the Indemnity Escrow Shares following the termination of the restrictions on resale contained in the Lock-Up Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

Gulf Island is contemplating the filing of a registration statement on Form S-3 with the Securities and Exchange Commission (the " SEC" ) to register up to $42,841,260 of common stock and the Indemnity Escrow Shares (the " Registration Statement" ). This letter agreement shall be dated as of and effective as of the time of such filing.

This letter confirms the agreement ...