SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment") is entered into as of January 17, 2007 by and between Seaboard Marine Ltd., a Liberian corporation, together with any successor thereto,...

            SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


      THIS  SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second
Amendment") is entered into as of January 17, 2007 by and between
Seaboard  Marine Ltd., a Liberian corporation, together with  any
successor   thereto,  the  "Company,"  and  Xxxxxx  X.   Xxxxxxxx
("Executive").

                      W I T N E S S E T H:

     WHEREAS, the Company and Executive entered into that certain
Employment Agreement ("Employment Agreement") dated as of July 1,
2005,  which  was amended pursuant to that certain  Amendment  to
Employment Agreement dated August 8, 2006 (the "Amendment");

      WHEREAS, it was intended that the Amendment also set  forth
an  amendment to Section 10 of the Employment Agreement to extend
the "Non-Compete Period";

      WHEREAS,  the  Company and Executive desire  to  amend  the
Employment Agreement, as amended, as set forth herein;

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants and promises contained herein,  and  Employee's
continued employment hereunder, and for further good and valuable
consideration, the Company and Executive hereby agree as follows:

     1.   Amendment to Paragraph 10.   The  definition  of  "Non-
Compete Period" or "Non-Solicitation Period," as set   forth   in
paragraph  10(a)  of  the Employment Agreement,  as  amended,  is
amended and restated to read as follows:

          (a)   "Non-Compete  Period"  or  "Non-Solicitation
     Period"   means   the   period   beginning   with   the
     Commencement  Date  and ending on:  (x)  the  two  year
     anniversary  date  of  the  Date  of  Termination  with
     respect  to  any  termination  of  employment  by   the
     Executive pursuant to Section 8(d) above by Executive's
     resignation other than for Good Reason; or (y) the  one
     (1)  year  anniversary date of the Date of  Termination
     with  respect  to any other termination  of  employment
     hereunder.

     2.   Agreement Continues in Effect.   Except  as  set  forth
herein, the Employment Agreement shall continue in full force and
effect pursuant to its terms.

     3.    Miscellaneous.  This Amendment shall be  governed  and
construed  in accordance with the laws of the State  of  Florida,
without  reference  to  principles of  conflict  of  laws.   This
Amendment   may   be  executed  in  counterparts  (including   by
facsimile), each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.



     IN  WITNESS  WHEREOF,  the Company has  duly  executed  this
Agreement  by  its authorized representative, and  Executive  has
hereto set his hand, in each case, effective as of the date first
above written.

                                   SEABOARD MARINE LTD.



                                   By:  /s/ Xxxxxx X. Xxxxx
                                        Xxxxxx X. Xxxxx, Vice President


                                   EXECUTIVE:



                                   By:  /s/ Xxxxxx X. Xxxxxxxx
                                        Xxxxxx X. Xxxxxxxx