AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") made and entered into as of the 8 ^th day of November, 2006 among AMERICAN SEAFOODS, L.P., ("Parent") and AMERICAN SEAFOODS INTERNATIONAL LLC ("ASI"), AMERICAN PRIDE SEAFOODS LLC ("Employer" or the "Company") and John D. Cummings who resides at 3 Penhollow Lane, Hampton Falls, New Hampshire, 03844 ("Executive").

W I T N E S S E T H :

WHEREAS, ASI, Parent and Executive are parties to that certain Employment Agreement dated as of April 8, 2002; and

WHEREAS, ASI, Parent, Employer and Executive desire now to amend and restated the original Employment Agreement, including replacing ASI with Employer as the employer of Executive.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, it is hereby agreed as follows:

1. 1. Employment Term . Employer, replacing ASI, agrees to employ Executive, and Executive agrees to be so employed, in the capacity of President of American Pride Seafoods LLC, for a term commencing on the date hereof and ending on December 31, 2011 (the "Initial Term"); provided , however , that, notwithstanding anything to the contrary set forth in this Agreement, this Agreement may be earlier terminated pursuant to the terms hereof. The term of this Agreement will automatically extend past the Initial Term for succeeding periods of one year each unless either party terminates this Agreement as of the end of the Initial Term, or as of the end of any subsequent one-year period (in either case, the "Termination Date"), by delivering notice to the other party specifying the applicable Termination Date not earlier than 180 days and not later than 120 days prior to the date so specified. "Employment Term" as used herein shall mean the term of this Agreement including any automatic extensions pursuant to the preceding sentence.
   2. Position and Duties . Executive shall (in accordance with Section 11 hereof) diligently and conscientiously devote his full business time, attention, energy, skill and best efforts to the business of Employer and the discharge of his duties hereunder. Executive's duties under this Agreement shall be to serve as President of Employer, with the responsibilities, rights, authority and duties customarily pertaining to such office and as may be established from time to time by or under the direction of the Board of Directors or similar governing body of Employer (the "Board") or its designees, and Executive shall report to the Chief Executive Officer of American Seafoods Group LLC, the Company's parent. Executive shall also act as an officer and/or director and/or manager of such subsidiaries of Employer as may be designated by the Board, commensurate with Executive's office, all without further compensation, other than as provided in this Agreement. Executive's principal office will be in New Bedford, Massachusetts.
   3. Compensation .
   4. 1. Base Salary . Employer shall pay Executive base salary compensation at an annual rate of $280,000. In January 2007 and annually thereafter, the, Board shall review Executive's base salary in light of the performance of Executive and the Company, and may, in its sole discretion, increase or decrease (but not decrease below $280,000) such base salary by an amount it determines to be appropriate. Executive's annual base salary payable, hereunder, as it may be increased or decreased from time to time, is referred to herein as "Base Salary." Base Salary shall be paid in equal installments in accordance with Employer's payroll practices in effect from time to time for executive officers, but in no event less frequently than monthly.
      2. Bonus . Executive shall be entitled to participate in all annual incentive plans, profits participation plans, equity-based incentive plans and other bonus and compensation plans of Employer offered from time to time during the term of Executive's employment hereunder by Employer to employees or executives of Executive's rank to the extent Executive qualifies under the eligibility provisions of the applicable plan or plans, in each case consistent with Employer's then-current practice as approved by the Board from time to time.
   5. Benefits . Executive shall be eligible to participate in all employee benefit programs of Employer offered from time to time during the term of Executive's employment hereunder by Employer to employees or executives of Executive's rank, to the extent that Executive qualifies under the eligibility provisions of the applicable plan or plans, in each case consistent with Employer's then-current practice as approved by the Board from time to time. The foregoing shall not be construed to require Employer to establish such plans or to prevent the modification or termination of such plans once established, and no such action or failure thereof shall affect this Agreement. Executive recognizes that Employer and its affiliates have the right, in their sole discretion, to amend, modify or terminate their benefit plans without creating any rights in Executive.
   6. Vacation . Executive shall be entitled to up to four weeks of paid vacation per calendar year. A maximum of one week of vacation time may be carried over from one calendar year and into the following calendar year; provided , however , that the vacation time be exercised prior to the end of the subsequent calendar year.
   7. Business Expenses . To the extent that Executive's reasonable and necessary expenditures for travel, entertainment and similar items made in furtherance of Executive's duties under this Agreement comply with Employer's expense reimbursement policy, are wholly or partially deductible by Employer for federal income tax purposes pursuant to the Internal Revenue Code of 1986, as amended and are documented and substantiated by Executive as required by the Internal Revenue Service and the policies of Employer, Employer shall reimburse Executive for such expenditures; provided documentation, therefor is submitted not later than 45 days after such expense is incurred.
   8. Termination by the Company .
   9. 1. Employer shall have the right to terminate the Employment Term under the following circumstances (and also as contemplated by Section 8(b)):
      2. 1. upon the death of Executive;
         2. in the event of a disability which prevents or seriously inhibits Executive from performing his duties for 60 consecutive days as determined in good faith by the Board, upon 30 days written notice from Employer to Executive; or
         3. for Cause (as defined below).

"Cause" as used in this Agreement shall mean (i) Executive's commission of a felony or any other crime involving moral turpitude, fraud, misrepresentation, embezzlement or theft, (ii) Executive's engaging in any activity that is harmful (including, without limitation, alcoholic or other self-induced affliction), in a material respect, to the Company or any of its subsidiaries, monetarily or otherwise, as determined by a majority of the Board; (iii) Executive's material malfeasance (including without limitation, any intentional act of fraud or theft), misconduct, or gross negligence in connection with the performance of his duties hereunder; (iv) Executive's significant violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries; (v) Executive's material breach of this Agreement or of a material Company policy (including without limitation, disclosure or misuse of any confidential or competitively sensitive information or trade secrets of the Company or a subsidiary); or (vi) Executive's refusal or failure to carry out directives or instructions of the Board that are consistent with the scope and nature of Executive's duties and responsibilities set forth herein, in the case of clause (v) or (vi) above, only if such breach or failure continues for more than 10 days following written notice from Employer describing such breach or failure.

1. 7. 2. If this Agreement is terminated pursuant to Paragraph 7(a), or for any other reason (except by Executive pursuant to Paragraph 8 or by Employer other than pursuant to Paragraph 7(a)), Executive's rights and Employer's obligations hereunder shall forthwith terminate except that Employer shall pay Executive his Base Salary earned but not yet paid through the date of termination. In addition, if Executive is terminated pursuant to Paragraph 7(a)(i) or 7(a)(ii), Employer shall also pay Executive within 30 days following receipt of audited financial statements for the year during which such termination occurred, a prorated annual bonus in respect of the partial year during which such termination occurred, the amount to be equal to the full amount of the annual cash bonus, if any, that would be due under Section 3(b) multiplied by a fraction, the numerator of which is the number of days in such fiscal year prior to such termination and the denominator of which is 365.
   8. Termination by Executive .
   9. 1. Executive shall have the right to terminate the Employment Term for Good Reason (as defined below), upon 60 days' written notice to the Board given within 60 days following the occurrence of an event constituting Good Reason; provided that Employer shall have 10 days after the date such notice has been given to the Board in which to cure the conduct specified in such notice. For purposes of this Agreement "Good Reason" shall mean:
      2. 1. The Company's failure to pay or provide when due Executive's Base Salary, which failure is not cured within 10 days after the receipt by the Board from Executive of a written notice referring to this provision and describing such failure; or
         2. The failure to continue Executive in his position as provided in Paragraph 1 or removal of him from such position; or

(iii)        A material diminution of Executive's responsibilities, duties or status, which diminution is not rescinded within 30 days after the date of receipt by the Board from Executive of a written notice referring to this provision and describing such diminution

1. 8. 2. If this Agreement is terminated pursuant to Paragraph 8(a), or if Employer shall terminate Executive's employment under this Agreement other than pursuant to Paragraph 7(a), Executive shall be entitled to the following, which he acknowledges to be fair and reasonable, as his sole and exclusive remedy, in lieu of all other remedies at law or in equity, for any such termination:
      3. 1. Base Salary earned but not yet paid through the date of termination;
         2. a prorated annual bonus in respect of the partial year during which such termination occurred, the amount to be equal to the full amount of the annual bonus, if any, that would be due under Section 3(b) multiplied by a fraction, the numerator of which is the number of days in such fiscal year prior to the termination and the denominator of which is 365; and
         3. An amount equal to Executive's actual Base Salary (not including any bonus paid or payable) for the 12-month period immediately prior to such termination (or the period during which Executive was employed by Employer if less than 12 months), payable in 24 equal installments during the 24-month period following such termination (the "Severance Pay Period").

In the event of any such termination, Executive shall use commercially reasonable efforts to secure alternative employment. During the last 12 months of the Severance Pay Period, any compensation, income or benefits earned by or paid to (in cash or otherwise) Executive as an employee of or consultant to a company other than the Company shall reduce the amount of severance payments payable during such 12-month period pursua