EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as  of  July  1,  2005  by and between SEABOARD  MARINE  LTD.,  a
Liberian  corporation (together with any Successor  thereto,  the
"Company"), and Edward A Gonzalez ("Executive").

                           WITNESSETH:

     WHEREAS,  the  Company  desires to  employ  and  secure  the
exclusive  services of Executive on the terms and conditions  set
forth in this Agreement;

     WHEREAS, Executive desires to accept such employment on such
terms and conditions; and

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual covenants and promises contained herein and for other good
and  valuable  consideration, the Company  and  Executive  hereby
agree as follows:

     1.   Agreement to Employ.  Upon the terms and subject to the
conditions  of  this  Agreement, the  Company  hereby  agrees  to
continue  to employ Executive, and Executive hereby accepts  such
continued employment with the Company.

     2.   Term; Position and Responsibilities; and Location.

          (a)  Term of Employment.  Unless Executive's employment
shall sooner terminate pursuant to Section 8, the  Company  shall
continue  to  employ Executive on the terms and  subject  to  the
conditions  of this Agreement for a term commencing  on  July  1,
2005  (the "Commencement Date") and ending on the date  which  is
three  (3) years after the Commencement Date, provided,  however,
on  each  annual  anniversary date of the Commencement  Date  (an
"Annual  Anniversary  Date"),  Executive's  employment  hereunder
shall be deemed to be automatically extended, upon the same terms
and  conditions for three (3) years after such Annual Anniversary
Date,  unless  the  Company shall have given  written  notice  to
Executive,  at least thirty (30) days prior to the expiration  of
such Annual Anniversary Date, of its intention not to extend  the
Employment  Period (as defined below) hereunder.  Notwithstanding
the  foregoing, unless mutually agreed to by the Company and  the
Executive,  Executive's  employment  hereunder  shall  under   no
circumstances extend beyond December 31, 2030.  The period during
which  Executive  is  employed by the Company  pursuant  to  this
Agreement, including any extension thereof in accordance with the
preceding  sentence,  shall be referred  to  as  the  "Employment
Period."

          (b)  Position   and   Responsibilities.   During    the
Employment  Period,  Executive  shall  serve  as President of the
Company,  and shall have  such duties and responsibilities as are
customarily assigned  to individuals serving in such position and
such  other duties consistent with Executive's title and position
as  the Board of Directors of the Company (the "Board") specifies
from time  to time.  Executive shall devote  all  of  his  skill,
knowledge,   commercial  efforts  and

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business time to the conscientious  and good faith performance of
his  duties  and  responsibilities for the Company to the best of
his ability.

          (c)  Location.    During    the   Employment    Period,
Executive's services shall be performed primarily in  the  Miami,
Florida metropolitan area.  However, Executive may be required to
travel in  and  outside  of Miami, Florida  as  the needs  of the
Company's business dictate.

     3.   Base Salary.  During the Employment Period, the Company
shall  pay Executive a base salary at an annualized rate  of  two
hundred  twenty-five  thousand  dollars  ($225,000),  payable  in
installments on the Company's regular payroll dates.   The  Board
shall   review  Executive's  base  salary  annually  during   the
Employment Period and may increase (but not decrease)  such  base
salary  from  time  to  time, based on  its  periodic  review  of
Executive's performance in accordance with the Company's  regular
policies  and  procedures.  The annual  base  salary  payable  to
Executive  from  time  to  time  under  this  Section   3   shall
hereinafter be referred to as the "Base Salary."

     4.   Annual Bonus Compensation.  Executive shall be eligible
to receive an annual bonus ("Annual Bonus") with respect to  each
calendar  year ending during the Employment Period.   The  Annual
Bonus shall be determined under the Company's Executive Officers'
Bonus  Plan  or  such other annual bonus plan maintained  by  the
Company  for  similarly  situated  Executives  that  the  Company
designates,  in  its sole discretion (any such plan,  the  "Bonus
Plan"),  in accordance with the terms of such plan as  in  effect
from  time to time.  Executive's Annual Bonus shall not  be  less
than  two  hundred  fifty  thousand dollars  ($250,000)  for  any
calendar year during the Employment Period.  The Annual Bonus  is
earned pro-rata throughout each year.  The Annual Bonus for  each
year  shall  be  payable  in cash on or before  March  1  of  the
following year.

     5.    Car  Allowance.  During Executive's Employment Period,
Executive will be entitled to receive an annual car allowance and
gasoline  charge privileges in accordance with the Company's  car
allowance policy.

     6.   Executive  Benefits.  During  the   Employment  Period,
Executive  will  be  eligible to participate in the employee  and
executive  benefit  plans  and programs maintained by the Company
from  time to  time  in  which  executives  of  the   Company  at
Executive's  grade level  are  eligible to participate, including
medical,  dental, disability,  hospitalization,  life  insurance,
and   retirement  (i.e.,  401K,  pension and executive retirement
plans), deferred compensation and savings plans, on the terms and
subject  to  the  conditions set forth  in such  plans; as may be
amended  from  time  to   time; provided, however,  the  benefits
provided by the Company will not be  amended  to  provide for any
benefits  which  are  materially  less than  the current benefits
provided to  Executive at the Commencement Date.

     7.   Indemnification; Expenses; Paid Time Off.

          (a)  Indemnification.  Except   to  the extent, if any,
prohibited by  law, the Company shall indemnify Executive against
expenses (including  attorneys'  fees of counsel

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selected  by  Executive), judgments,  fines  and  amounts paid in
settlement  actually  and reasonably  incurred  by  Executive  in
connection   with   any threatened, pending  or completed action,
suit  or  proceeding, whether civil, criminal, administrative  or
investigative, to which Executive was, is, or is threatened to be,
made a party  by  reason of facts which include Executive's being
or having been an employee,  officer,  director or agent  of  the
Company   or  any  Affiliates.  Except to  the  extent,  if  any,
prohibited by law, the  Company  shall  pay  expenses  (including
attorneys' fees of counsel selected by  Executive)  actually  and
reasonably  incurred by Executive  in  defending any such action,
suit or  proceeding  in  advance  of  the  final  disposition  of
such  action,  suit  or proceeding upon receipt of an undertaking
by Executive  to repay such amounts so paid on Executive's behalf
if it shall  ultimately  be  determined  that  Executive  is  not
entitled to be indemnified by  the   Company  for  such  expenses
under applicable  law.  The provisions of this Section 7(a) shall
(i) survive termination of this Agreement; and (ii) not be deemed
exclusive  of  any  other  indemnification  or  expense rights to
which  Executive  may  be entitled.

          (b)  Business  Expenses.  During the Employment Period,
the  Company  will  reimburse  Executive  for all  reasonable and
necessary  business-related expenses incurred by Executive at the
request of and  on  behalf  of the Company in accordance with The
Company's normal expense reimbursement policies.

          (c)  Paid Time Off.   During  the  Employment   Period,
Executive  shall  be  entitled  to paid time off on an annualized
basis  in  accordance  with  the  Company's paid time off policy.
Executive shall also be entitled to Company-designated holidays.

     8.   Termination of Employment.

          (a)  Termination   Due   to   Death    or   Disability.
Executive's   employment  shall   automatically   terminate  upon
Executive's death and  may  be  terminated  by  the  Company  due
to  Executive's  Disability  (as defined below in this subsection
(a)).   In the event that  Executive's  employment is  terminated
due  to his Disability or death, no termination benefits shall be
payable  to or in respect of Executive except  as   provided   in
Section  8(f)(ii).  For purposes of this Agreement,  "Disability"
means  a  physical  or mental disability that prevents  or  would
prevent the performance by Executive of his duties hereunder  for
a  continuous  period of six months or longer.  The determination
of   Executive's  Disability  will  be  made  by  an  independent
physician agreed to by the parties.  If the parties are unable to
agree within ten (10) days after a request for designation  by  a
party,  then  the Company and the Executive shall each  select  a
physician,  and  the two (2) physicians selected shall  select  a
third physician.  The three (3) physicians so selected shall make
a  determination of the Executive's Disability, as determined  by
at  least  two  (2) of the three (3) physicians  selected.   Such
determination  shall be final and binding on the parties  hereto,
and shall be based on such competent medical evidence as shall be
presented  to such physicians by Executive and/or the Company  or
by  any  physician  or  group of physicians  or  other  competent
medical  experts  employed by Executive  and/or  the  Company  to
advise such physicians.

          (b)  Termination by the Company for Cause.  Executive's
employment may be terminated by the Company for Cause (as defined
below in this subsection (b)).  In the event of a termination  of
Executive's employment by the Company for Cause, Executive  shall
be paid the

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termination   benefits   as   provided   in   Section   8(f)(ii).
For  purposes  of this Agreement, "Cause" means  (i)  a  material
breach  by Executive of any provision of this Agreement;  (ii)  a
material  violation  by Executive of any Policy  (as  defined  in
Section  14),  resulting  in  material  injury  to  the  Company;
(iii) Executive's willful misconduct or gross negligence that has
caused or is reasonably expected to result in material injury  to
the  business, reputation or prospects of the Company or  any  of
its    Affiliates;   (iv)   Executive's   material    fraud    or
misappropriation of funds; or (v) the commission by Executive  of
a  felony involving moral turpitude; provided that no termination
under clauses (i) or (ii) shall be effective unless Company shall
have  given  Executive notice of the event or events constituting
Cause  and  Executive shall have failed to  cure  such  event  or
events  within  thirty (30) business days after receipt  of  such
notice.

          (c)  Termination Without Cause.  Executive's employment
may be  terminated by the Company Without Cause (as defined below
in  this  subsection   (c))  at  any  time.  In  the  event  of a
termination  of Executive's employment  by  the  Company  Without
Cause,   the Executive  shall be paid the termination benefits as
provided  in Section  8(f)(i).  For purposes of this Agreement, a
termination  "Without   Cause"  shall  mean   a  termination   of
Executive's  employment  by  the  Company  other  than   due   to
Executive's death  or Disability as described in Section 8(a) and
other than for  Cause as described in Section 8(b).

          (d)  Termination by Executive.   Executive  may  resign
from his employment for any reason, including for Good Reason (as
defined  below  in  this  subsection  (d)).  In  the  event  of a
termination  of Executive's employment by Executive's resignation
other than  for  Good  Reason, no  termination  benefits shall be
payable to  or  in  respect  of  Executive  except as provided in
Section 8(f)(ii)  and  in   the   event  of  a   termination   of
Executive's  employment  by   Executive  for   Good   Reason,  no
termination  benefits  shall  be  payable  to   or  in respect of
Executive except  as  provided  in Section 8(f)(i).  For purposes
of this Agreement, a  termination   of  employment  by  Executive
for "Good  Reason"  shall  mean a resignation  by  Executive from
his employment with the Company within  one  hundred eighty (180)
days following the  occurrence, without  Executive's  consent, of
any of  the  following  events: (i)  a material diminution in the
Executive's position, authority  or  responsibilities;  (ii)  any
involuntary relocation of the location where  Executive primarily
performs  his  services;  or (iii)  any  other material breach by
the Company of any material provision of this Agreement; provided
that the Executive  shall  have  given  the Company notice of the
event or events constituting  Good  Reason  and the Company shall
have failed to cure such event or  events  (to the extent capable
of being cured) within  thirty  (30) business  days after receipt
of such notice.

          (e)  Notice of Termination; Date of Termination.

               (i)  Notice of Termination.  Any   termination  of
     Executive's employment by the Company or by Executive (other
     than as a result of Executive's death) shall be communicated
     by a written Notice  of  Termination  addressed to the other
     party to this Agreement.  A  "Notice  of  Termination" shall
     mean a notice  stating that Executive or the Company, as the
     case may be, is electing to terminate Executive's employment
     with the Company (and thereby  terminating  the   Employment
     Period), stating  the  proposed  effective   date  of   such
     termination, indicating the  specific  provision

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     of this Section 8 under which such  termination   is   being
     effected and, if applicable,  setting  forth  in  reasonable
     detail the  circumstances claimed to provide the  basis  for
     such  termination.   Any  Notice  of Termination given by an
     Executive must  specify an  effective   date of  termination
     which is at least thirty (30) days after the giving  of  the
     Notice of Termination.

               (ii) Date of Termination.   The  term   "Date   of
     Termination" shall   mean  (i) if  Executive's employment is
     terminated by his death,  the date of his death; and (ii) if
     Executive's employment is terminated for  any  other reason,
     the   effective   date  of   termination  specified  in such
     Notice of  Termination.   The Employment Period shall expire
     on the Date of Termination.

          (f)  Payments Upon Certain Terminations.

               (i)  In the event of  a termination of Executive's
     employment by  the  Company  Without Cause or by Executive's
     resignation from  employment  for  Good  Reason  during  the
     Employment Period, the  Company  shall pay to Executive (or,
     following his death,  to  Executive's estate), within thirty
     (30) days of the Date  of  Termination, (x) his  Base Salary
     through  the  Date   of  Termination,  to  the  extent   not
     previously paid; (y) the pro-rata amount of the Annual Bonus
     (based  on  the  amount paid for the previous year) which is
     accrued    through    the   date   of  termination;  and (z)
     reimbursement   for   any   unreimbursed   business expenses
     incurred  by Executive prior to the Date of Termination that
     are subject to   reimbursement pursuant to the terms hereof,
     and  payment  for  paid  time off  accrued as of the Date of
     Termination but unused (such amounts under clauses (x),  (y)
     and  (z),  collectively  the  "Accrued   Obligations").   In
     addition,  in  the  event   of   any  such  termination   of
     Executive's employment, if   Executive executes and delivers
     to   the   Company   a   Release and Discharge of All Claims
     substantially in the form approved by the Company, Executive
     (or, following his   death,   Executive's   estate) shall be
     entitled to the following payments and benefits:

                    (A)  the Executive's Base Salary (at the Base
          Salary being paid  on the Date of Termination), for the
          longer of: (x) the remaining  Employment  Period or (y)
          one (1) year (the "Severance   Period"),   payable   in
          installments in accordance with  the  Company's regular
          payroll  policies  for  one  year  after  the  Date  of
          Termination,  with  the  balance,  if  any,  being paid
          pursuant  to  a  lump  sum  payment  on  the  one  year
          anniversary date of the Date of Termination; and

                    (B)  the  Executive's  Annual Bonus  (at  the
          amount of the Annual Bonus paid to the  Executive   for
          the year prior to the Date of Termination) which  would
          have   been   paid   to   the Executive had Executive's
          employment   continued  for  the Severance Period, duly
          apportioned for any partial   year,  such  amount to be
          payable to  Executive  on the one year anniversary date
          of the Date of Termination; and

          <PAGE> 5


                    (C)  the   Executive  shall receive "Years of
          Service" credit for  the number of years comprising the
          Severance   Period   for   purposes   of accruing   the
          Executive's   benefit   under   the Company's Executive
          Retirement   Plan   and   the   Final  Average Earnings
          thereunder for the Severance Period shall be determined
          based on the Base Salary   being   paid on  the Date of
          Termination and the Annual Bonus paid  to the Executive
          for the year prior to the Date of Termination;

                    (D)  the  Executive  shall automatically vest
          in all employee welfare  and benefit plans in which the
          Executive   was  participating  as  of  the   Date   of
          Termination  and  such  benefits   shall  be  paid   to
          Executive in accordance with the terms of  such  plans;
          and

                    (E)  the Company  shall  provide outplacement
          services to Executive for up to ninety (90) days.

          Executive  shall not have a duty to mitigate the  costs
to the Company under this Section 8(f)(i), nor shall any payments
from  the  Company to Executive hereunder be reduced,  offset  or
canceled  by any compensation or fees earned by (whether  or  not
paid  currently) or offered to Executive during the remainder  of
the  fiscal  year  of  the  Company that  includes  the  Date  of
Termination by a subsequent employer or other Person (as  defined
below  in  Section  18(k)  below) for  which  Executive  performs
services, including, but not limited to, consulting services.

               (ii) If  Executive's employment   shall  terminate
     upon his death or if the Company shall terminate Executive's
     employment for Cause   or   due to Executive's Disability or
     Executive shall resign from   his   employment  without Good
     Reason, in any such case during the  Employment  Period, the
     Company shall  pay to  Executive  (or,  in the     event  of
     Executive's    death,   to   his    estate)    the   Accrued
     Obligations  within thirty (30) days following the  Date  of
     Termination.

               (iii) Except   as   specifically set forth in this
     Section 8(f), no termination benefits shall be payable to or
     in respect of Executive's employment with the Company or its
     Affiliates.

               (iv) The Company shall have the right to apply and
     set off against the Accrued Obligations or any other amounts
     owing to   Executive   hereunder,  any amounts  owing by the
     Executive to the Company, whether pursuant to this Agreement
     or otherwise.

          (g)  Resignation upon Termination.  Effective as of any
Date of  Termination  under this Section 8 or otherwise as of the
date  of  Executive's termination of employment with the Company,
Executive shall   resign, in writing, from all Board memberships
and  other positions  then  held by him, or to which he has been
appointed,   designated   or nominated, with the Company and its
Affiliates.

<PAGE> 6

     9.   Confidentiality.

          (a)  Executive   acknowledges and agrees that the terms
of this Agreement, including all addendums and attachments hereto,
are  confidential.   Executive   agrees  not   to   disclose  any
information  contained  in  this  Agreement, or  the fact of this
Agreement, to anyone, other than to Executive's lawyer, financial
advisor  or immediate family members.  If Executive discloses any
information contained  in this Agreement to his lawyer, financial
advisor  or  immediate   family  members  as  permitted   herein,
Executive agrees to  immediately tell  each such individual  that
he  or she  must  abide  by  the   confidentiality   restrictions
contained herein  and keep such information confidential as well.

          (b)  Executive  agrees  that during his employment with
the Company and  thereafter,  Executive  will  not,  directly  or
indirectly  (i)  disclose  any  Confidential  Information  to any
Person  (other  than,  only  with  respect  to  the  period  that
Executive is employed by    the  Company,  to an Executive of the
Company who requires such information  to  perform   his  or  her
duties   for   the   Company);  or  (ii)  use  any   Confidential
Information for Executive's own benefit  or  the  benefit of  any
third party.  "Confidential  Information"   means   confidential,
proprietary  or  commercially  sensitive information  relating to
(i) the Company or its Affiliates, or members of their management
or boards; or (ii) any third parties who   do  business  with the
Company or its Affiliates,  including  customers  and  suppliers.
Confidential Information includes, without  limitation, marketing
plans, business  plans,  financial  information    and   records,
operation   methods,  personnel information,  drawings,  designs,
information  regarding  product development, other  commercial or
business information  and  any other information not available to
the public  generally.   The  foregoing   obligation   shall  not
apply  to  any  Confidential Information that has been previously
disclosed to the  public  or is in the  public domain (other than
by reason of a  breach  of Executive's  obligations  to hold such
Confidential  Information confidential). If Executive is required
or requested by a  court   or  governmental  agency  to  disclose
Confidential  Information, Executive   must  notify  the  General
Counsel of the Company in writing  of  such disclosure obligation
or request  no  later  than  three  business days after Executive
learns of such obligation  or  request, and permit the Company to
take all lawful steps it deems  appropriate  to  prevent or limit
the required disclosure.

     10.  Partial Restraint on Post-termination Competition.

          (a)  Definitions.  For the purposes of this Section 10,
the following definitions shall apply:

               "Competitor"   means  any  business,   individual,
partnership,  joint  venture, association, firm,  corporation  or
other entity, other than the Company and its affiliates, that  is
engaging  or  actively planning to engage, wholly or  partly,  in
activities  ("Competitive Activities") that directly  compete  or
would  compete with the Company or its affiliates in the  Company
Activities   (as  hereinafter  defined)  in  the  Territory   (as
hereinafter defined).

               "Competitive  Position" means (i)  the  direct  or
indirect  ownership  or  control of  all  or  any  portion  of  a
Competitor;  or  (ii)  any employment or  independent  contractor

<PAGE> 7

arrangement with any Competitor whereby Executive will serve such
Competitor  in  any  managerial, sales, executive  or  consultant
capacity with respect to Competitive Activities in the Territory.

               "The  Company  Activities"  means  the  businesses
of  cargo  transportation, whether over land or  water,  and  all
related   business,  including,  without  limitation,  logistics,
freight forwarding, agency representation and stevedoring and any
business   acquired  or  commenced  by  the  Company  after   the
Commencement Date which has sales in excess of $100 million.

               "Non-compete Period" or "Non-solicitation  Period"
means  the period beginning with the Commencement Date and ending
on the one year anniversary date of the Date of Termination.

               "Territory"  means the United States  of  America,
the  Caribbean  Basin,  and  Central  and  South  America,  which
Executive  acknowledges and agrees are the  geographic  areas  in
which the Company engages in the Company Activities.

          (b)  Non-competition.

               (i)  The parties hereto acknowledge that Executive,
     by virtue of  his  position with and responsibilities to the
     Company,  is  engaging and is expected to continue to engage
     during the Term in  the  Company  Activities  throughout the
     Territory and has executive management responsibilities with
     respect  to  the  Company  responsibilities   which   extend
     throughout  the  Territory.   Executive acknowledges that to
     protect adequately the interest of  the  Company   in    the
     business of the Company  it  is  essential  that   any  non-
     compete   covenant   with   respect   thereto  cover all the
     Company Activities and the entire Territory.

               (ii) Executive hereby agrees that, during the Non-
     compete  Period,  Executive  will  not,  either  directly or
     indirectly, alone or in  conjunction  with  any other party,
     accept or  enter  into  a  Competitive  Position.  Executive
     shall notify  the  Company promptly in  writing if Executive
     receives an  offer of a Competitive Position during the Non-
     compete Period, and such  notice shall describe all material
     terms of such offer.

          Nothing  contained  in this Section 10  shall  prohibit
Executive from acquiring not more than five percent (5%)  of  any
company  whose  common  stock is publicly traded  on  a  national
securities exchange or in the over-the-counter market.

          (c)  Severability.  If   a   judicial   or     arbitral
determination is  made that any of the provisions of this Section
10 constitutes  an unreasonable   or   otherwise    unenforceable
restriction   against  Executive  the  provisions of this Section
10 shall  be   rendered  void   only  to  the  extent  that  such
judicial  or   arbitral determination finds  such  provisions  to
be  unreasonable   or  otherwise  unenforceable  with respect  to
Executive.   In  this  regard,  Executive  hereby agrees that any
judicial  or  arbitral authority  construing this Agreement shall
sever  or  reform  any portion of the

<PAGE> 8

Territory, any prohibited business activity or any   time  period
from the coverage of this Agreement  to  allow  the  covenants in
this Section 10 to be enforced to the maximum extent   authorized
by law, and shall then enforce the covenants  in  this Section 10
as so severed or reformed.

          (d)  Reasonable Restrictions.  Executive   acknowledges
that the   restrictions    and    covenants   contained  in  this
Agreement  are   reasonably  necessary  to  protect the  goodwill
and  legitimate   business    interests   of the Company, are not
overbroad, overlong, or unfair (including in duration and scope),
and will not   curtail   Executive's   ability    to    earn    a
livelihood  upon  Executive's  termination of employment with the
Company.

     11.  Non-Solicitation of Employees and Customers. During the
period of Executive's employment with the Company and for the one-
year   period   following  the  termination  of  his  employment,
Executive  shall  not,  directly or  indirectly,  by  himself  or
through any third party, whether on Executive's own behalf or  on
behalf of any other Person or entity, (i) solicit or endeavor  to
solicit,  employ or retain; (ii) interfere with the  relationship
of the Company or any of its Affiliates with; or (iii) attempt to
establish a business relationship with (A) any natural person who
is  or  was  (during Executive's employment with the Company)  an
employee  or engaged by the Company or any Affiliate  to  provide
services to it, or (B) any customer of the Company or any of  its
Affiliates who was a customer at any time during which  Executive
was an employee of the Company.

     12.  Work Product.  Executive agrees that all of Executive's
work   product   (created   solely   or  jointly with others, and
including any intellectual property or moral rights in such  work
product),  given,  disclosed,  created, developed or prepared  in
connection with Executive's employment with the Company,  whether
ensuing during  or  after Executive's employment with the Company
("Work Product")  shall  exclusively  vest in and be the sole and
exclusive property of the Company and shall constitute "work made
for hire" (as  that term is defined under Section 101 of the U.S.
Copyright Act,  17 U.S.C.  101) with the Company being the person
for  whom the work was prepared.  In the event that any such Work
Product  is  deemed  not to be a "work made for hire" or does not
vest  by operation  of   law   in  the  Company, Executive hereby
irrevocably   assigns,    transfers   and conveys to the Company,
exclusively and perpetually,  all right, title and interest which
Executive  may   have   or   acquire  in and to such Work Product
throughout the world, including without limitation any copyrights
and patents, and  the   right to secure  registrations, renewals,
reissues, and extensions thereof.  The Company and its Affiliates
or their designees shall  have  the  exclusive right to make full
and complete use  of,  and  make  changes  to  all  Work  Product
without  restrictions   or liabilities of any kind, and Executive
shall not have  the  right  to use any such materials, other than
within the legitimate scope and purpose of Executive's employment
with   the   Company.  Executive   shall promptly disclose to the
Company the creation  or existence  of any Work Product and shall
take whatever additional lawful action may be necessary, and sign
whatever documents  the Company  may require, in  order to secure
and vest in the  Company  or  its  designee  all right, title and
interest in and to all Work Product and any intellectual property
rights therein  (including full   cooperation  in  support of any
Company  applications  for   patents   and copyright or trademark
registrations).

<PAGE> 9

     13.  Return of Company Property. In the event of termination
of  Executive's employment for any reason, Executive shall return
to the Company all  of  the  property  of  the  Company  and  its
Affiliates,   including  without  limitation  all  materials   or
documents  containing or pertaining to Confidential  Information,
and  including without limitation, any company car, all computers
(including  laptops),  cell  phones,  keys,  PDAs,  Blackberries,
credit  cards,  facsimile machines, card access  to  any  Company
building,  customer  lists, computer disks,  reports,  files,  e-
mails,  work papers, Work Product, documents, memoranda,  records
and  software,  computer access codes or disks and  instructional
manuals,  internal  policies,  and  other  similar  materials  or
documents  which  Executive used, received  or  prepared,  helped
prepare  or  supervised  the preparation of  in  connection  with
Executive's employment with the Company.  Executive agrees not to
retain any copies, duplicates, reproductions or excerpts of  such
material or documents.

     14.  Compliance  With Company Policies.  During  Executive's
employment with the Company, Executive shall be governed  by  and
be  subject to, and Executive hereby agrees to comply  with,  all
Company  policies  applicable  to  employees  generally   or   to
employees   at   Executive's  grade  level,   including   without
limitation, the Company's Code of Business Ethics and Conduct, in
each  case, as any such policies may be amended from time to time
in the Company's sole discretion (collectively, the "Policies").

     15.  Injunctive  Relief  with  Respect  to Covenants; Forum,
Venue and Jurisdiction. Executive acknowledges and agrees that  a
breach by Executive of any of Section 9, 10, 11, 12, 13 or 14  is
a  material breach of this Agreement and that remedies at law may
be  inadequate to protect the Company and its Affiliates  in  the
event  of such breach, and, without prejudice to any other rights
and remedies otherwise available to the Company, Executive agrees
to  the  granting of injunctive relief in the Company's favor  in
connection  with  any such breach or violation without  proof  of
irreparable harm, plus attorneys' fees and costs to enforce these
provisions.  Executive further acknowledges and agrees  that  the
Company's  obligations  to pay Executive any  amount  or  provide
Executive  with  any benefit or right pursuant to  Section  8  is
subject  to  Executive's compliance with Executive's  obligations
under Sections 9 through 14 inclusive, and that in the event of a
breach  by Executive of any of Section 9, 10, 11, 12, 13  or  14,
the  Company  shall  immediately cease paying such  benefits  and
Executive shall be obligated to immediately repay to the  Company
all amounts theretofore paid to Executive pursuant to Section  8.
In  addition, if not repaid, the Company shall have the right  to
set  off  from any amounts otherwise due to Executive any amounts
previously paid pursuant to Section 8(f) (other than the  Accrued
Obligations).   Executive further agrees that  the  foregoing  is
appropriate for any such breach inasmuch as actual damages cannot
be  readily  calculated, the amount is fair and reasonable  under
the  circumstances, and the Company would suffer irreparable harm
if  any  of  these  Sections  were breached.   All  disputes  not
relating  to any request or application for injunctive relief  in
accordance  with this Section 15 shall be resolved by arbitration
in accordance with Section 18(b).

     16.  Assumption of Agreement.  The Company shall require any
Successor  thereto, by agreement in form and substance reasonably
satisfactory  to  Executive, to expressly  assume  and  agree  to
perform this Agreement in the same manner and to the same  extent
that  the  Company would be required to perform  it  if  no  such
succession  had  taken place.  Failure of the Company

<PAGE> 10

to  obtain such  agreement prior to the effectiveness of any such
succession shall be  a breach of this Agreement and shall entitle
Executive to compensation from the Company in the same amount and
on the same terms as Executive would be entitled hereunder if the
Company  had terminated Executive's employment Without  Cause  as
described  in Section 8, except that for purposes of implementing
the  foregoing,  the  date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

     17.  Entire Agreement. This Agreement constitutes the entire
agreement  among the parties hereto with respect to  the  subject
matter   hereof.    All   prior  correspondence   and   proposals
(including, but not limited to, summaries of proposed terms)  and
all prior promises, representations, understandings, arrangements
and  agreements relating to such subject matter are merged herein
and superseded hereby.

     18.  Miscellaneous.

          (a)  Binding Effect; Assignment.  This  Agreement shall
be binding  on  and inure  to the benefit  of the Company and its
Successors and permitted assigns.  This  Agreement  shall also be
binding  on  and  inure  to  the   benefit   of Executive and his
heirs,  executors, administrators   and  legal   representatives.
This Agreement  shall   not  be  assignable  by  any party hereto
without the prior written consent  of  the  other parties hereto.
The Company may effect such an  assignment  without prior written
approval of Executive  upon the  transfer of all or substantially
all of its business  and/or assets  (by whatever means), provided
that the Successor  to  the Company shall  expressly  assume  and
agree to perform this Agreement in accordance with the provisions
of Section 16.

          (b)  Arbitration.  The Company and Executive agree that
any dispute  or  controversy  arising under or in connection with
this Agreement shall be resolved by final and binding arbitration
before   the  American  Arbitration  Association  ("AAA").    The
arbitration shall be conducted in accordance with AAA's  National
Rules for the Resolution of Employment Disputes then in effect at
the  time of the arbitration.  The arbitration shall be  held  in
the  general Miami, Florida metropolitan area.  The dispute shall
be heard and determined by one arbitrator selected from a list of
arbitrators who are members of AAA's Regional Employment  Dispute
Resolution  roster.  If the parties cannot agree upon a  mutually
acceptable arbitrator from the list, each party shall number  the
names  in  order of preference and return the list to AAA  within
ten  (10)  days from the date of the list.  A party may strike  a
name from the list only for good cause.  The arbitrator receiving
the   highest   ranking  by  the  parties  shall   be   selected.
Depositions, if permitted by the arbitrator, shall be limited  to
a maximum of two (2) per party and to a maximum of four (4) hours
in duration.  The arbitration shall be conducted in English.  The
arbitration  shall  not impair either party's  right  to  request
injunctive   or   other  equitable  relief  in  accordance   with
Section 15 of this Agreement.

          (c)  Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida
without reference to principles of conflicts of laws.

<PAGE> 11


          (d)  Taxes.  The Company may withhold from any payments
made  under  this  Agreement all applicable taxes, including, but
not limited  to,  income, employment and social insurance  taxes,
as shall be required by law.

          (e)  Amendments.  No provision of this Agreement may be
modified,  waived   or  discharged   unless   such  modification,
waiver   or discharge is approved by the Company and is agreed to
in  writing  by  Executive.  No waiver by any party hereto at any
time of  any breach by  any  other party hereto of, or compliance
with, any  condition  or  provision  of  this  Agreement  to   be
performed by such other party shall be deemed a waiver of similar
or  dissimilar  provisions  or  conditions  at  the  same  or  at
any  prior  or subsequent  time.  No  waiver of  any provision of
this  Agreement   shall   be   implied from any course of dealing
between or among  the parties hereto  or  from any failure by any
party hereto to  assert  its rights  hereunder on any occasion or
series of occasions.

          (f)  Severability. In the event that any one or more of
the provisions of this   Agreement   shall  be or become invalid,
illegal   or  unenforceable    in    any  respect, the  validity,
legality   and   enforceability   of   the  remaining  provisions
contained herein shall not be affected thereby.

          (g)  Notices.    Any  notice   or   other communication
required or permitted  to be delivered under this Agreement shall
be (i) in writing; (ii) delivered personally, by courier  service
or by certified or  registered mail, first-class postage  prepaid
and return  receipt requested; (iii) deemed to have been received
on the date of delivery or, if mailed, on the third business  day
after  the mailing thereof; and (iv) addressed as follows (or  to
such  other  address  as  the  party  entitled  to  notice  shall
hereafter designate in accordance with the terms hereof):

               (i)  If to the Company, to it at:

                    c/o Seaboard Corporation
                    9000 West 67th Street
                    Shawnee Mission, Kansas  66202
                    Attention:     General Counsel
                    Telephone:     (913) 676-8925
                    Facsimile:     (913) 676-8978

               (ii) if to Executive, to his residential   address
     as currently on file with the Company.

          (h)  Voluntary Agreement;   No   Conflicts.   Executive
represents that  he  is  entering into this Agreement voluntarily
and that Executive's employment hereunder and compliance with the
terms  and conditions of this Agreement will not conflict with or
result in  the  breach by Executive of any agreement to which  he
is a   party or by which he or   his properties  or assets may be
bound.

<PAGE> 12

          (i)  Counterparts/Facsimile.  This Agreement   may   be
executed in counterparts (including by facsimile), each of  which
shall  be   deemed   an   original   and   all  of which together
shall constitute one and the same instrument.

          (j)  Headings. The section and other headings contained
in this Agreement are for the convenience of the parties only and
are not intended to be a part hereof or to affect the meaning  or
interpretation hereof.

          (k)  Certain other Definitions.

               "Affiliate" with respect to any Person, means  any
other  Person that, directly or indirectly through  one  or  more
intermediaries,  Controls, is Controlled by, or is  under  common
Control with the first Person, including, but not limited  to,  a
Subsidiary of any such Person.

               "Control"  (including, with correlative  meanings,
the  terms  "Controlling,"  "Controlled  by"  and  "under  common
Control  with"):   with  respect to any Person,  shall  mean  the
possession,  directly or indirectly, of the power  to  direct  or
cause  the  direction  of the management  and  policies  of  such
Person,  whether through the ownership of voting  securities,  by
contract or otherwise.

               "Person"  any  natural person, firm,  partnership,
limited  liability  company, association,  corporation,  company,
trust, business trust, governmental authority or other entity.

               "Subsidiary"   with respect to  any  Person,  each
corporation  or  other Person in which the first Person  owns  or
Controls,  directly  or  indirectly,  capital  stock   or   other
ownership interests representing fifty percent (50%) or  more  of
the  combined  voting power of the outstanding  voting  stock  or
other ownership interests of such corporation or other Person.

               "Successor"  of  a  Person  means  a  Person  that
succeeds to the first Person's assets and liabilities by  merger,
liquidation, dissolution or otherwise by operation of law,  or  a
Person  to  which  all  or substantially all  the  assets  and/or
business of the first Person are transferred.

                     SIGNATURE PAGE FOLLOWS


<PAGE> 13



     IN  WITNESS  WHEREOF,  the Company has  duly  executed  this
Agreement  by  its authorized representatives, and Executive  has
hereunto  set  his hand, in each case effective as  of  the  date
first above written.

THIS  AGREEMENT  CONTAINS A PROVISION REQUIRING THAT  ARBITRATION
PURSUANT  TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL  RULES
FOR  THE RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE MEANS
FOR  RESOLVING ANY DISPUTE BETWEEN THE PARTIES HERETO AS TO  THIS
AGREEMENT.

                                   SEABOARD MARINE LTD



                                   By:  /s/ Robert L. Steer
                                        Robert L. Steer
                                        Vice President

                                   Executive:



                                   By:  /s/ Edward A. Gonzalez
                                        Edward A. Gonzalez

<PAGE> 14