Exhibit 10.1


SEVERANCE AGREEMENT


                    SEVERANCE
AGREEMENT made this 23rd day of October, 2008 (hereinafter referred
to as the “Agreement”), by and between Paul Gridley, an individual
residing in New York, New York (“Executive”), and USS Vessel Management
LLC, a Delaware limited liability company with an office at 399 Thornall
Street, Edison, New Jersey 08837 (the “Company”).


W I T N
E S S E T H :


                    WHEREAS,
Executive has been chairman and an employee of the Company (or its predecessors)
since its commencement of business in September 2002 and served as chief
executive officer from September 2002 through August 2008;


                    WHEREAS,
Executive and the Company are party to an amended and restated employment
agreement dated November 3, 2004 (the “Employment Agreement”);


                    WHEREAS,
Executive’s employment with the Company is now being terminated without Cause
(as such term is defined in the Employment Agreement);


                    WHEREAS,
the Company and Executive desire to terminate the Employment Agreement and to
set forth the severance arrangements between the Company and Executive as
provided in the Employment Agreement.


                    NOW,
THEREFORE, in consideration of the promises and of the representations,
agreements and obligations herein contained, the parties hereto agree as
follows:


	
 

	
 


	
 

	
                    1.          Executive’s
 employment with the Company is hereby terminated without Cause (as such term
 is defined in the Employment Agreement) effective as of October 23, 2008 (the
 “Termination Date”), and the Employment Agreement shall be terminated
 and no longer be of any force or effect as of the Termination Date, and
 effective as of the Termination Date, Executive and the Company shall have no
 further rights under the Employment Agreement other than Executive’s rights
 for the payment of accrued but unpaid salary, payment for accrued but unused
 vacation days and reimbursement of expenses in accordance with Section 4 of
 the Employment Agreement through the Termination Date. Executive hereby
 resigns as a director and chairman of the board of each of the Company, US
 Shipping General Partner LLC, a Delaware limited liability company and the
 general partner (the “General Partner”) of U.S. Shipping Partners
 L.P., a Delaware limited partnership (the “Partnership”), USS Product
 Investors LLC (the “Joint Venture”) and each of their respective
 affiliates other than United States Shipping Master LLC (“Shipping Master”)
 (the Company, the Partnership, the General Partner, the Joint Venture and
 their respective affiliates other than Shipping Master are collectively
 referred to as the “Partnership Group”)).












	
 

	
 


	
 

	
                    2.          In
 accordance with the terms of the Employment Agreement, if Executives delivers
 the General Release in the form attached hereto as Attachment A (“General
 Release”) and does not revoke it during the Revocation Period (as defined
 in section 20 below), then after the expiration of the Revocation Period,
 Executive will receive, subject to the conditions set forth in this
 Agreement, severance of $1,251,000 (the “Severance Payment”). The
 Severance Payment shall be paid in cash to Executive in equal semi-monthly
 installments, less any applicable tax withholding, over a period of
 twenty-four months. Such payments shall be made on the same dates that the
 Company pays its employees, with the first payment being made following the
 expiration of the Revocation Period and the initial payment including any
 missed payments. In addition, in the event a change of control (as defined
 below) occurs on or before the October 22, 2009, then the Company shall pay
 to Executive, within 10 days following the consummation of the change of
 control, an amount equal to (i) the portion of the Severance Payment that has
 not been paid as of such date that would have been paid through March 15,
 2009 and the next $460,000 due thereafter (with the remaining payments
 thereafter continuing on the same schedule as otherwise due) plus (ii) an
 amount equal to $625,500, in each case less any applicable withholding. For
 purposes hereof, the term “change of control” shall mean (A) the
 occurrence of any transaction the result of which is that any person (other
 than Shipping Master, any entity controlled by Sterling Investment Partners
 L.P. or its affiliates, or any entity in which Executive is an executive
 officer and/or equity holder that is formed for the purpose of effecting the
 transaction that would constitute a change of control and that, prior to effecting
 such transaction, does not have any equity securities that are publicly
 traded) acquires more than 50% of the outstanding equity of, or otherwise
 obtains the right to appoint a majority of, the directors (or equivalent) of
 (x) the General Partners or (y) Shipping Master or (B) the sale of all or
 substantially all the assets of the General Partner or Shipping Master to any
 person other than an affiliate of Shipping Master, any entity controlled by
 Sterling Investment Partners L.P. or its affiliates or any entity in which
 Executive is an executive officer and/or equity holder that is formed for the
 purpose of effecting the transaction that would constitute a change of
 control and that, prior to effecting such transaction, does not have any
 equity securities that are publicly traded).





          Except as
otherwise provided in (and subject to the terms of) this Agreement, Executive
agrees that he shall not be entitled to receive any other payment, compensation
or benefits from the Company or any other member of the Partnership Group in
connection with his employment or service, and the termination of such
employment or service, as an officer and director of each member of the
Partnership Group or otherwise. Notwithstanding anything herein or in any
benefit plan to the contrary, the Executive shall not be entitled to receive
any bonus or incentive based compensation with respect to the 2008 calendar,
fiscal or performance year. Except as otherwise provided in this Agreement,
following the date hereof, the Executive further agrees that he is not entitled
to any severance, change-in control-related or similar payments or benefits
under any agreement, guidelines, plan, program, policy or arrangement, whether
formal or informal, written or unwritten, of the Company or any member of the
Partnership Group, including, without limitation, the Employment Agreement, or
the Company’s severance guidelines.


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                    3.          As
 long as Gridley & Co. and USS Holdings LLC (“Licensee”) remain in
 compliance with their obligations under that certain License Agreement, dated
 as of October 17, 2005 (the “Lease”), and the Partnership has not
 sublet or assigned its rights under the Sublease from Loro Piana USA LLC
 pursuant to which it leased space which includes the space covered by the
 Lease, Executive shall not be required to guarantee Licensee’s performance
 under the Lease or deliver a security deposit as provided in Section 26.01 of
 the Lease.


	
 

	
 


	
 

	
                    4.          Executive
 shall not make any oral or written statements, either directly or through
 other persons or entities, which are disparaging to any member of the
 Partnership Group or any of its affiliates, management, officers, directors,
 services, customers, operations, prospects or other matters relating to the
 Partnership Group’s businesses now or in the future. The Company and the
 Partnership Group, through their respective officers and directors, shall not
 make any oral or written statements, either directly or through other persons
 or entities, which are disparaging to Executive now or in the future.
 Notwithstanding the foregoing provisions of this section 4, it shall not be a
 violation of this section 4 for any person to make (i) truthful statements
 when required by order of a court or other body having jurisdiction, or as
 otherwise may be required by law, or (ii) after the Non-Competition Period
 (as defined below) “normal type” truthful competitive statements.


	
 

	
 


	
 

	
                    5.          Executive
 recognizes that he had, and as a Board observer will continue to have, access
 to and knowledge of confidential and proprietary information of the
 Partnership Group. Executive agrees that he will not, in whole or in part,
 disclose such information to any person, firm, corporation, association, or
 other entity for any reason or purpose whatsoever, nor shall he make use of
 any such information for his own purposes, so long as such information has
 not otherwise been disclosed to the public or is not otherwise in the public
 domain except as required by law or pursuant to administrative or legal
 process.


	
 

	
 


	
 

	
                    6.          Until
 October 22, 2010 (such period, the “Non-Competition Period”),
 Executive shall not, directly or indirectly, request or cause any suppliers
 or customers with whom the Partnership Group has a business relationship to
 cancel or terminate any such business relationship with any member of the
 Partnership Group, or solicit, interfere with or entice from any member of
 the Partnership Group any employee (or former employee for one year after the
 end of such former employee’s employment) of the Partnership Group; provided
 that the foregoing shall not be violated by general advertising not targeted
 at the Partnership Group employees or by serving as a reference upon request
 with regard to an entity with which Executive is not affiliated; and provided
 further that it shall not be a violation of this section 6 for Jeff Miller to
 work with Mr. Gridley with respect to the businesses listed on Exhibit A
 hereto to the extent permitted by the terms of that certain Amended and
 Restated Employment Agreement, dated as of November 3, 2004, between the
 Company and Mr. Miller. The parties agree that a breach of the provisions of
 this section 6 shall constitute a material breach of the Agreement.





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                     7.          During
 the Non-Competition Period, Executive shall not, directly or indirectly, as
 owner, partner, joint venturer, stockholder, employee, broker, agent,
 principal, trustee, corporate officer, director, licensor, or in any capacity
 whatsoever engage in, become financially interested in, be employed by,
 render any consultation or business advice with respect to, or have any
 connection with, (i) any business which is competitive with products or
 services of the Partnership in the United States of America or transports
 grain overseas for humanitarian organizations or (ii) any business conducted
 under any corporate or trade name utilized by the Partnership Group or any
 name similar thereto without the prior written consent of the Company;
 provided, however, that Executive may own any securities of any corporation
 which is engaged in such business and is publicly owned and traded but in an
 amount not to exceed at any one time one percent (1%) of any class of stock
 or securities of such corporation. The Company hereby agrees that the
 following activities shall not be deemed to be a business competitive with
 the business of the Partnership Group:








	
 

	
 


	
 

	
                         (a) employment
 by any entity that is not engaged in the ownership and operation of vessels
 engaged in the coastwise trade under the Jones Act;


	
 

	
 


	
 

	
                         (b) employment
 by an entity that has divisions or affiliates engaged in the ownership and
 operation of vessels engaged in the coastwise trade under the Jones Act as
 long as Executive is employed in a division or affiliate of such entity that
 does not, directly or indirectly, engage in the ownership and operation of
 vessels engaged in the coastwise trade under the Jones Act and Executive does
 not share information, directly or indirectly, with those divisions and/or
 affiliates of such entity engaged in the ownership and operation of vessels
 engaged in the coastwise trade under the Jones Act; or


	
 

	
 


	
 

	
                         (c) transportation
 of chemical products on the tank barges listed on Schedule A hereto and any
 other tank barges of less than 15,000 tons deadweight, other than the
 transportation of petroleum or petroleum products, as long as either (i) Mr.
 Gridley continues to engage in such business on a continuous basis after the
 date hereof or (ii) if Mr. Gridley does not continue to engage in such
 business on a continuous basis after the date hereof, at the time Mr. Gridley
 determines to reenter such business, the Partnership Group is not then
 engaged in such business.





          Notwithstanding
anything herein to the contrary, if the Company breaches its obligation to make
the payments under section 2 hereof, and such breach is not cured within thirty
(30) days after written notice of such breach is provided to the Company by
Executive, Executive shall be released from his obligations under this section
7.


          The parties
agree that a breach of the provisions of this section 7 shall constitute a
material breach of the Agreement.


	
 

	
 


	
 

	
                     8.          The
 General Partner shall give Executive notice of all regular meetings and all
 special meetings of the General Partner’s Board of Directors (the “Board”) at
 the time notice is given to the directors, will permit Executive to attend
 such meetings as an observer (but with no voting rights), and will provide to
 Executive all information provided to directors in connection with such Board
 meetings. The General Partner reserves the right to withhold any information
 from Executive or to exclude Executive from any meeting or portion thereof if
 and to the extent, in each such case, a majority of the Board determines that
 the same is reasonably necessary to preserve the attorney-client privilege
 between the Partnership Group and its counsel or if such information or
 matters to be discussed at any such meeting relate to Executive. The rights
 of Executive under this Section 8 are not transferable and shall
 automatically terminate upon the earlier of (i) the date the Company ceases
 to be obligated to make payments under section 2 hereof or (ii) a
 determination by a majority of the Board that Executive is in violation of
 section 7 hereof.





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                    9.          Executive
 agrees that he will reasonably cooperate with the Partnership Group following
 the Termination Date by making himself reasonably available to testify on
 behalf of any member of the Partnership Group or any of its affiliates in any
 action, suit or proceeding, whether civil, criminal, administrative, or
 investigative, and to reasonably assist the Partnership Group or any such
 affiliate in any such action, suit or proceeding by providing information and
 meeting and consulting with representatives or counsel to the Partnership
 Group or any such affiliate, as reasonably requested; provided, however, that
 the same does not materially interfere with his then current professional
 activities and further provided such matter related to Executive’s period of
 employment with the Partnership Group. The Company will reimburse Executive
 for all out-of-pocket expenses reasonably incurred by him in connection with
 his provision of testimony or assistance.


	
 

	
 


	
 

	
                    10.          Nothing
 in this Agreement shall effect the Partnership Group’s obligation to
 indemnify and hold harmless Executive to the extent provided in the Amended
 and Restated Limited Partnership Agreement of the Partnership as in effect on
 the date hereof (the “Partnership Agreement”). The Company hereby
 agrees that, except as required by applicable law, the Partnership Agreement
 will not be amended in a manner to reduce or limit the indemnification and
 exculpation of Executive set forth in the Partnership Agreement. The Company
 agrees that for purposes of this section 10 it shall interpret and/or apply
 any provision of applicable law and the Partnership Agreement (including
 advancement of expenses and, in this connection, Executive agrees to sign an
 appropriate undertaking as to the repayment of any such advances) with
 respect to Executive in a manner consistent with how such provision is
 interpreted and applied by the Company to then active executive officers of
 the Company. Executive shall be covered under the Partnership’s directors’
 and officers’ liability insurance policies in effect from time to time on the
 same basis that other former directors and officers are covered.


	
 

	
 


	
 

	
                    11.          Executive
 acknowledges and agrees that damages in an action at law for breach of any of
 the provisions of sections 4, 5, 6, 7 and 9 will be difficult to determine
 and will not afford a full and adequate remedy and, therefore, agrees that
 the Partnership Group, in addition to seeking damages in an action at law,
 may seek specific performance and such equitable or other remedies as may be
 available for breach of these sections, including, without limitation, the
 issuance of a temporary or permanent injunction, without the necessity of a
 bond. The Company acknowledges and agrees that damages in an action at law for breach of any of the
 provisions of sections 4 and 10 will be difficult to determine and will not
 afford a full and adequate remedy and, therefore, agrees that the Executive,
 in addition to seeking damages in an action at law, may seek specific
 performance and such equitable or other remedies as may be available for
 breach of these sections, including, without limitation, the issuance of a
 temporary or permanent injunction, without the necessity of a bond.





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                    12.          Executive
 represents that he has no cause of action or other claim against the Company,
 other than a claim for indemnification as described in section 10 above.
 Executive represents that he has been represented by an attorney of his choice
 regarding the terms of this Agreement 


	
 

	
 


	
 

	
                    13.          Any
 notice to be given hereunder shall be in writing and shall be deemed given
 when mailed by certified mail, return receipt requested, addressed as
 follows:








	
 

	
 


	
To Mr.
 Gridley:

	
At the last
 address on the records of the Company


	
 

	
 


	
With a copy
 to:

	
Proskauer
 Rose LLP


	
 

	
1585
 Broadway


	
 

	
New York,
 New York 10036


	
 

	
Michael
 Sirkin, Esq.


	
 

	
 


	
To the
 Company at:

	
USS Vessel
 Management LLC


	
 

	
399 Thornall
 Street


	
 

	
Edison, New
 Jersey 08837


	
 

	
Attention:
 Chief Executive Officer


	
 

	
 


	
With a copy
 to:

	
Fulbright
 & Jaworski L.L.P.


	
 

	
666 Fifth
 Avenue


	
 

	
New York,
 New York 10103


	
 

	
Attention:
 Paul Jacobs, Esq.





or at such other address as may be indicated in writing by any party to
the other parties in the manner provided herein for giving notice.


	
 

	
 


	
 

	
                    14.          In
 the event that any provision or portion of this Agreement shall be determined
 to be invalid or unenforceable for any reason, the remaining provisions of
 this Agreement shall be unaffected thereby and shall remain in full force and
 effect.


	
 

	
 


	
 

	
                    15.          The
 Company shall withhold from any benefits payable under this Agreement all
 federal, state, local or other taxes as may be required pursuant to any law
 or governmental regulation or ruling.





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                    16.          With
 the exception of the Company’s material breach of its payment obligations
 under sections 2 of this Agreement (provided, however, that no such breach
 shall be deemed to have occurred until Executive has provided the Board with
 written notice of such breach and a reasonable opportunity for cure), which
 breach if not cured after notice as provided above shall constitute a
 material breach of the Agreement, the covenants contained in sections 4, 5,
 6, 7 and 9 hereof are independent of any other contractual obligations in
 this Agreement or otherwise owed by the Company to Executive. Except as provided in this section, the
 existence of any claim or cause of action by Executive against any member of
 the Partnership Group, whether based on this Agreement or otherwise, shall
 not create a defense to the enforcement by the Company of any restrictive
 covenant contained herein.


	
 

	
 


	
 

	
                    17.          This
 Agreement shall be construed in accordance with, and be governed by the
 substantive laws of the State of New York, without giving effect to any
 principles of conflicts of law.


	
 

	
 


	
 

	
                    18.          Each
 of the parties agrees to do and perform or cause to be done and performed all
 further acts and shall execute and deliver all other documents necessary on
 its part to carry out the intent and accomplish the purposes of this
 Agreement and the transaction contemplated hereby.


	
 

	
 


	
 

	
                    19.          Executive
 hereby acknowledges and agrees that (a) he has read and understood each of
 the provisions of this Agreement; (b) he has hereby been advised to consult
 with an attorney prior to signing this Agreement; and (c) he has 21 calendar
 days from the date of this Agreement to review and consider his decision to
 sign it. Executive acknowledges that
 once he signs this Agreement, he has 7 calendar days to revoke it. Executive
 may do so by delivering written notice of his revocation within the 7-day
 revocation period in accordance with section 13 above. 


	
 

	
 


	
 

	
                    20.          Executive
 hereby acknowledges and agrees that (a) he has hereby been advised to consult
 with an attorney prior to signing the General Release; and (b) he has 21
 calendar days from the date of this Agreement to review and consider his
 decision to sign the General Release.
 Executive acknowledges that once he signs the General Release, he has
 7 calendar days to revoke it.
 Executive may do so by delivering written notice of his revocation
 within the 7-day revocation period (the “Revocation Period”) in
 accordance with section 13 above. The
 General Release will become effective on the 8th day after Executive signs
 it, provided that Executive has not revoked it during the 7-day revocation
 period.


	
 

	
 


	
 

	
                    21.          In
 no event shall Executive be obligated to seek other employment or take any
 other action by way of mitigation of the amounts payable under this
 Agreement. There shall be no offset by the Company against Executive’s
 entitlements under this Agreement for any compensation or other amounts that
 Executive earns from subsequent employment or engagement of Executive’s
 services.





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                    22.          This
 Agreement shall be binding upon the Company and its successors and assigns
 and shall inure to the benefit of Executive and his spouse, heirs,
 successors, assigns, executors, personal representatives, or other legal
 representatives.


	
 

	
 


	
 

	
                    23.          In
 the event of Executive’s death, the Company shall pay to Executive’s estate
 or legal representative any unpaid amounts set forth in section 2 of this
 Agreement at the same times that they would have been paid to Executive.


	
 

	
 


	
 

	
                    24.          This
 Agreement sets forth the entire agreement between the parties hereto
 concerning the subject matter hereof and may not be changed or terminated
 without the written consent of each of the parties.





[SIGNATURES ON FOLLOWING PAGE]


8






                    IN
WITNESS WHEREOF, the parties have each executed this Agreement as of the date
first written above.


	


	


	


	



	
 

	
USS VESSEL
 MANAGEMENT LLC


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
     Name: Ronald L. O’Kelley

	
 


	
 

	
 

	
     Title:
 Chief Executive Officer

	
 








	


	


	


	



	
 

	
/s/ Paul
 Gridley

	
 


	
 

	 

	
 


	
 

	
Paul Gridley

	
 





AGREED WITH
RESPECT TO SECTION 8


	


	


	


	



	
US SHIPPING
 GENERAL PARTNER LLC

	
 


	
 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 

	
 


	
 

	 

	
 

	
 


	
 

	
     Name:
 Ronald L. O’Kelley

	
 


	
 

	
     Title:
 Chief Executive Officer

	
 





9






ATTACHMENT A


GENERAL RELEASE


 In exchange for the payments
and benefits set forth in the agreement between USS Vessel Management LLC (the
“Company”) and me dated October 23, 2008 (the “Agreement”), and
to be provided following the Effective Date (as defined below) of this General
Release and subject to the terms of the Agreement, and my execution (without
revocation) and delivery of this General Release on or after the Resignation
Date (as defined in the Agreement):


1. (a) On behalf of myself, my agents, assignees, attorneys, heirs,
executors and administrators, I hereby release the Company, U.S. Shipping
Partners L.P., U.S. Shipping General Partner LLC, USS Product Investors LLC and
their respective predecessors, successors and assigns, their current and former
parents, affiliates, subsidiaries, divisions and joint ventures (collectively,
the “Partnership Group”); and all of their current and former officers,
directors, employees, and agents, in their capacity as Partnership Group
representatives (individually and collectively, “Releasees”) from any
and all controversies, claims, demands, promises, actions, suits, grievances,
proceedings, complaints, charges, liabilities, damages, debts, taxes,
allowances, and remedies of any type, including but not limited to those
arising out of my employment with the Company (individually and collectively, “Claims”)
that I may have by reason of any matter, cause, act or omission. This release
applies to Claims that I know about and those I may not know about occurring at
any time on or before the date of execution of this General Release.


(b) This General Release includes a release of all rights and Claims
under, as amended, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the
Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act of
1990, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of
1963, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of
1938, the Older Workers Benefit Protection Act of 1990, the Occupational Safety
and Health Act of 1970, the Worker Adjustment and Retraining Notification Act
of 1989, the Sarbanes-Oxley Act of 2002, the New York State Human Rights Act,
and the New York City Human Rights Act, as well as any other federal, state, or
local statute, regulation, or common law regarding employment, employment
discrimination, termination, retaliation, equal opportunity, or wage and hour.
I specifically understand that I am releasing Claims based on age, race, color,
sex, sexual orientation or preference, marital status, religion, national
origin, citizenship, veteran status, disability and other legally protected
categories.


 (c) This General Release also
includes a release of any Claims for breach of contract, any tortious act or
other civil wrong, attorneys’ fees, and all compensation and benefit claims
including without limitation Claims concerning salary, bonus, and any award(s),
grant(s), or purchase(s) under any equity and incentive compensation plan or
program.


(d) In addition, I am waiving my right to pursue any Claims against the
Company and Releasees under any applicable dispute resolution procedure,
including any arbitration policy.


10






I acknowledge that this General Release is intended to include, without
limitation, all Claims known or unknown that I have or may have against the
Company and Releasees through the Effective Date of this General Release.
Notwithstanding anything herein, I expressly reserve and do not release
pursuant to this General Release (and the definition of “Claims” will not
include) (i) my rights with respect to the enforcement of the Agreement,
including the right to receive the payments, benefits and indemnifications
specified in the Agreement and (ii) any right to indemnification pursuant to
section 10 of the Agreement, or the protections of the Partnership’s directors
and officers liability insurance pursuant to section 10 of the Agreement, in
each case, to the same extent provided to other senior executives of the
Company.


2. I acknowledge that I have had at least 21 calendar days from the
date of delivery of the Agreement to consider the terms of the Agreement and
this General Release, that I have been advised to consult with an attorney regarding
the terms of this General Release prior to executing it, that I have consulted
with my attorney, Michael Sirkin, Esq., that I fully understand all of the
terms and conditions of this General Release, that I understand that nothing
contained herein contains a waiver of claims arising after the date of
execution of this General Release, and I am entering into this General Release
knowingly, voluntarily and of my own free will. I further understand that my
failure to sign this General Release and return such signed General Release to
the Company, 399 Thornall Street, Edison, New Jersey by 5:00 pm on the 22nd day
after the Termination Date will render me ineligible for the payments and
benefits described herein and in the Agreement.


3. I understand that once I sign and return this General Release to the
Company, I have 7 calendar days to revoke it. I may do so by delivering to the
Company, 399 Thornall Street, Edison, New Jersey written notice of my
revocation within the 7-day revocation period (the “Revocation Period”).
This General Release will become effective on the 8th day after I sign and
return it to the Company (“Effective Date”); provided that I have not
revoked it during the Revocation Period.


YOU ARE HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY
BEFORE SIGNING THIS GENERAL RELEASE.


I HAVE READ
THIS GENERAL RELEASE AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER THIS
GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT
MEANS.


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	 

	
 

	
 


	
 

	
Paul Gridley

	
 


	
 

	
Date:
 October 23, 2008

	
 





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SCHEDULE A


                    Mr.
Gridley has ownership interests in the following corporations:


                    1.          Maritrac,
LLC – A company developing marine security and vessel tracking systems.


                    2.          USS
Holding, LLC (f/k/a United States Shipping LLC) – Holds interests in the
chemical barge Sea Crest.


                    3.          USS
Great Lakes LLC – Holds interest in the chemical barge Robert F. Deegan.


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