FIRST AMENDMENT TO JUNE 29, 2005 LETTER AGREEMENT GRANTING RESTRICTED SHARES TO FERDINAND V. LEPERE

TBS INTERNATIONAL LIMITED & SUBSIDIARIES                                                                 EXHIBIT 10.4

FIRST AMENDMENT TO JUNE 29, 2005 LETTER

AGREEMENT GRANTING RESTRICTED

SHARES TO XXXXXXXXX X. XXXXXX

The letter agreement dated June 29, 2005 between TBS International Limited (the "Company") and Xxxxxxxxx X. Xxxxxx ("Xx. Xxxxxx"), pursuant to which 100,000 Common Shares of TBS International Limited (the "Shares") are granted, subject to various restrictions, to Xx. Xxxxxx, is hereby amended to provide that any and all unvested Shares shall vest in full and Xx. Xxxxxx shall have unrestricted ownership rights in such Shares in the event Xx. Xxxxxx'x employment is terminated by the Company other than for Cause or Xx. Xxxxxx resigns for Good Reason, as such terms are defined in the TBS International Limited 2005 Equity Incentive Plan, as amended.

Agreed to this 8th day of May, 2008.

TBS International Limited

/s/ Xxxxxxxxx X. Xxxxxx                                                                      By: /s/ Xxxxxx X. Xxxxx

Xxxxxxxxx X. Xxxxxx                                                                            Xxxxxx X. Xxxxx, President and CEO