R E C I T A L S WHEREAS, the parties entered into that certain Shipbuilding Contract dated as of February, 14, 2005 for the purchase of one (1) CV 2600 type container vessel, designated as Builder's Hull No. 003 (the "Shipbuilding Contract"); and

                    Amendment No. 2 to Shipbuilding Contract
                                   (Hull 003)

THIS AMENDMENT NO. 2 TO SHIPBUILDING CONTRACT is made as of October 28, 2005 by
and between XXXX PHILADELPHIA SHIPYARD, INC. (formerly Kvaerner Philadelphia
Shipyard Inc.) a corporation organized under the laws of Pennsylvania, having
its principal office at 0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxxx, XX  00000 (the
"BUILDER") and XXXXXX NAVIGATION COMPANY, INC., a corporation organization
under the laws of Hawaii, having its principal office at 000 00xx Xxxxxx,
Xxxxxxx, XX  00000 (the "BUYER").

                                 R E C I T A L S
         WHEREAS, the parties entered into that certain Shipbuilding Contract
dated as of February, 14, 2005 for the purchase of one (1) CV 2600 type
container vessel, designated as Builder's Hull No. 003 (the "Shipbuilding
Contract"); and

         WHEREAS, the parties wish to amend the Shipbuilding Contract to reflect
the change in BUILDER'S corporate name and identity.

         NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and adequacy of which are
acknowledged, the parties hereby agree to amend the Shipbuilding Contract as
follows:

         1. In paragraph 1, delete the word "KVAERNER" and replace it with
"XXXX."
         2  Description of Vessel. Paragraph 1 of Article I is hereby amended
            ---------------------
by deleting "KPSI" in the fourth line and replacing it with "APSI."
         3. Notice Paragraph 1 of Article XIX is hereby amended by deleting
"Kvaerner Philadelphia Shipyard Inc. in the Paragraph marked "TO THE BUILDER"
and replacing it with "Xxxx Philadelphia Shipyard, Inc."
         4. No Additional Changes Except as otherwise herein expressly provided,
            ---------------------
all other provisions of the Shipbuilding Contract shall remain in full force and
effect.
         5. Counterparts. The Amendment may be executed in any number of
            ------------
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2
to Shipbuilding Contract as of the date first set forth.



                             XXXX PHILADELPHIA SHIPYARD, INC.

                             By:  /s/ Jan Xxxx Xxxxxxx
                                  -----------------------------
                                  Jan Xxxx Xxxxxxx
                             Title:  Chief Financial Officer


                             XXXXXX NAVIGATION COMPANY, INC.

                             By:  /s/ Xxxxx X. X'Xxxxxx
                                  -----------------------------
                                  Xxxxx X. X'Xxxxxx
                             Title: Senior Vice President