AMENDMENT No. 1 to Right of First Refusal Agreement

               AMENDMENT No. 1 to Right of First Refusal Agreement


THIS AMENDMENT NO. 1 TO the Right of First Refusal Agreement is made as of
October 28, 2005 by and between AKER PHILADELPHIA SHIPYARD, INC. (formerly
Kvaerner Philadelphia Shipyard Inc.) a corporation organized under the
laws of Pennsylvania, having its principal office at 2100 Kitty Hawk Avenue,
Philadelphia, PA   19112 (the "BUILDER") and MATSON NAVIGATION COMPANY, INC., a
corporation organization under the laws of Hawaii, having its principal office
at 555 12th Street, Oakland, CA   94607 (the "BUYER").

                                 R E C I T A L S
         WHEREAS, the parties entered into that certain Right of First Refusal
Agreement dated as of February, 14, 2005 granting BUYER certain rights with
regard to future vessels constructed by BUILDER ("Agreement"); and

         WHEREAS,