NIELS W. JOHNSEN CONSULTING AGREEMENT This will confirm that International Shipholding Corporation has agreed to retain you as a consultant commencing January 1, 2005 through December 31, 2005, for a fee of $125,000, payable in 12 monthly installments...

                                XXXXX X. XXXXXXX
                              CONSULTING AGREEMENT

     This will confirm that International Shipholding Corporation has agreed to
retain you as a consultant commencing January 1, 2005 through December 31, 2005,
for a fee of $125,000, payable in 12 monthly installments of $10,416.67, plus
reasonable out-of-pocket expenses. At the end of the period, this Agreement is
automatically extended on a month-by-month basis. Either party on a 90-day
notice may cancel this Agreement. Please sign below to acknowledge your
agreement to this consulting arrangement.

                                        Sincerely,


                                        /s/ X. X. Xxxxxxx
                                        ----------------------------------------
                                        X. X. Xxxxxxx
                                        Chairman of the Board


AGREED AND ACCEPTED:


/s/ X. X. Xxxxxxx
-------------------------------------
X. X. Xxxxxxx

Date : 12/21/04