International Shipping Enterprises, Inc. Garden City, NY 11530

Exhibit 10.2

International Shipping Enterprises, Inc.

0000 Xxxxxxxx Xxxxxx, Xxxxx 000

Xxxxxx Xxxx, XX 00000

July 14, 2005                    

Shareholders of Navios Maritime Holdings Inc.

00 Xxxxxxxx Xxxxxx

Xxxxx Xxxxxxx, XX 00000

Re: Second Amendment to Stock Purchase Agreement (this “Amendment”)

Ladies and Gentlemen:

Reference is hereby made to the Stock Purchase Agreement dated February 28, 2005, as amended May 27, 2005 (“SPA”) among Navios Maritime Holdings, Inc. (“Navios”), the Shareholders of Navios, the Shareholders’ Agent, and International Shipping Enterprises, Inc. (“ISE”). Capitalized terms used herein but not otherwise defined herein shall have such meanings as defined in the SPA. We have agreed to amend and modify the SPA as follows:

1. Notwithstanding anything to the contrary in the SPA, including the provisions of Sections 2.4 and 9, the language of Section 10.1(b) shall be deleted in its entirety and replaced with the following: “(b) by the Shareholders, acting through the Shareholders’ Agent, if (i) subject to (ii) below, the Closing shall not have occurred on or before August 15, 2005 for any reason, or (ii) if Buyer and its advisors, following consultation with the SEC, determine the applicable proxy notice solicitation period to be 20 business days, if the Closing shall not have occurred on or before August 31, 2005 for any reason .” This Amendment shall only be effective upon execution and delivery of this Amendment and compliance with paragraphs 2 and 5 below.

2. Notwithstanding anything to the contrary in the May 27, 2005 amendment to the SPA, in accordance with Section 2.4 of the SPA (and notwithstanding the dates therein), on or before 3 p.m. EST on July 8, 2005, Buyer shall deposit with Escrow Agent an additional Three Million Dollars ($3,000,000) as a Deposit Adjustment, and the definition of Deposit Adjustment in the SPA shall be deemed amended accordingly.

3. The language of Section 10.2(a)(ii) shall be deleted in its entirety and replaced with the following: “(ii) there has been a failure of satisfaction of a condition to the obligations of Buyer that has not been waived, provided, however, Buyer hereby waives the conditions in (x) Section 6.10, and (y) Section 6.3 to the extent that such failure of satisfaction of the condition in such Section arises out of actions or omissions by Buyer, its agents, officers, directors, employees or shareholders, or”.

4. The second sentence of Section 10.3 shall be amended to delete the reference to Section 10.1(b) by deleting the “(b)” in such sentence. The remainder of Section 10.3 (with the exception of the first sentence, which is not amended or revised by this Amendment) shall be deleted in its entirety and replaced with the following:

“Upon any termination by Shareholders pursuant to the provisions of Section 10.1(b) for any reason, other than for a delay caused as a direct consequence of (i) a breach by the Shareholders of their representations or obligations referred to in Section 10.2(a) or a failure of conditions referred to in Section 10.2(a), or (ii) an act of war or terrorist event preventing or interrupting the transmission of the Purchase Price, the Buyer shall forfeit the Deposit and the Deposit Adjustment and shall cause the Escrow Agent to release within two (2) business days the Deposit and the Deposit Adjustment, with accrued interest, to Shareholders’ Agent and the Shareholders shall retain such Deposit and Deposit Adjustment. Any termination under Section 10.1(b) for a delay caused as a direct consequence of (i) a breach by the Shareholders of their representations or obligations referred to in Section 10.2(a) or a failure of conditions referred to in Section 10.2(a), or (ii) an act of war or terrorist event preventing or interrupting the transmission of the Purchase Price, shall result in a prompt refund of the Deposit and Deposit Adjustment, with interest, to Buyer.

Upon any termination pursuant to Section 10.2(b) for nonfullfillment of the conditions of Section 7, with the exception of Sections 7.3 (to the extent that such failure of satisfaction of the condition in such Section arises out of actions or omissions by the Shareholders, the Company, its Affiliates, or their officers, directors, employees or agents), or Sections 7.4 and 7.5, the Buyer shall forfeit and cause the Escrow Agent to promptly release the Deposit to Shareholders and the Shareholders shall, in addition to any other damages, losses or expenses permitted under or provided for in this Agreement, retain the Deposit, with accrued interest, if any. Subject to the foregoing, the parties’ obligations under Sections 11.2, 11.4, 11.5, 11.7 and 11.9 of this Agreement shall survive termination.”

5. Buyer hereby confirms to the Shareholders and to Navios, and Navios and the Shareholders hereby confirm to the Buyer, that the SPA remains in full force and effect and this Amendment does not supercede or replace Section 10.2 “Termination for Breach” or the rights and remedies of the Buyer or the Shareholders upon any termination pursuant to Section 10.2 as amended hereby.

6. Each of the parties hereby authorizes the delivery of a copy of this Amendment to the Escrow Agent and hereby requests and directs that such Escrow Agent hereafter follow the provisions of the Deposit Escrow Agreement and the SPA, as hereby amended.

[SIGNATURE PAGES TO FOLLOW]

Please confirm your agreement to the foregoing by signing the enclosed duplicate of this letter.

BUYER:

INTERNATIONAL SHIPPING

ENTERPRISES, INC.

By:

Name:

Title:

INDIVIDUAL SHAREHOLDERS:						CORPORATE SHAREHOLDERS:
						GALI SHIPPING INC.
By:		/S/ XXXXXXX X. XXXXXXXXX				By:		/S/ XX. XXXXXXX X. XXXXX
		Xxxxxxx X. Xxxxxxxxx						Name:  Xx. Xxxxxxx X. Xxxxx
								Title:   President & Director
						PARK VIEW BUSINESS INC.
By:		/S/ XXXXX X. XXXX				By:		/S/ XXXX XXXXXXX
		Xxxxx X. Xxxx						Name:  Xxxx Xxxxxxx
								Title:   Director
						ARAMA ASSETS LIMITED
By:		/S/ XXXXXX X. XXXX				By:		/S/ XXXX XXXXXXX
		Xxxxxx X. Xxxx						Name:  Xxxx Xxxxxxx
								Title:   Director
By:		/S/ XXX X. XXXXXXX
		Xxx X. Xxxxxxx
By:		/S/ XXXXXXX X. XXXXXXX
		Xxxxxxx X. XxXxxxx

						HAZELMERE MARITIME INC.
By:		/S/    XXXXXX XXXXXX				By:		/S/    XXXXXX X. XXXXXX
		Xxxxxx Xxxxxx						Name: Xxxxxx X. Xxxxxx
								Title: President/Director
						SALTCHUK RESOURCES, INC.
By:		/S/    XXXXX XXXXX				By:		/S/    XXXXXX XXXXX
		Xxxxx Xxxxx						Name: Xxxxxx Xxxxx
								Title: Vice President & CFO
By:		/S/    XXXXXXX XXXXX
		Xxxxxxx Xxxxx