FIRST AMENDMENT TO SHARE UNIT AWARD AGREEMENT WITH MARTIN LEVIN DATED AUGUST 20, 2007

TBS INTERNATIONAL LIMITED & SUBSIDIARIES                                                                 EXHIBIT 10.5

FIRST AMENDMENT TO SHARE

UNIT AWARD AGREEMENT WITH XXXXXX XXXXX

DATED AUGUST 20, 2007

The Share Unit Award Agreement dated as of August 20, 2007, between TBS International Limited (the "Company") and Xxxxxx Xxxxx ("Xx. Xxxxx"), pursuant to which an award of 15,000 Share Units are granted, subject to various restrictions, to Xx. Xxxxx, is hereby amended as follows.

1.           The following sentence shall be added to Section 3: "Anything herein to the contrary notwithstanding, any and all unvested Share Units shall vest in full in the event Xx. Xxxxx'x employment is terminated by the Company other than for Cause or Xx. Xxxxx resigns for Good Reason, as such terms are defined in the TBS International Limited 2005 Equity Incentive Plan, as amended."

2.           The following sentence shall be added to Section 4(b): "If and to the extent the withholding method set forth in the preceding sentence is not permissible under Bermuda law, Xx. Xxxxx'x execution of this document shall constitute his instruction and authorization to tender to the Company for repurchase from the Shares issuable on each Vest Date the number of shares the Company determines to be sufficient to satisfy the minimum statutory Federal, state and local withholding tax requirement, including Xx. Xxxxx'x share of applicable payroll taxes."

Agreed to this 8th day of May, 2008.

TBS International Limited

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

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