Exhibit 10.4

Amended and Restated Right of First Refusal and Option Agreement Regarding  Indirectly Held Hotel Cipriani Interests

Amended and Restated Right of First Refusal and Option Agreement Regarding Indirectly Held Hotel Cipriani Interests dated as of February 8, 2005 ("this
Agreement") amending and restating the Right of First Refusal and Option Agreement Regarding Indirectly Held Hotel Cipriani Interests dated August 22, 1989 (the "Original Agreement") among
James B. Sherwood ("Sherwood"), Orient-Express Hotels Inc., formerly a New York corporation ("OEHI"), and Sea Containers America Inc. formerly a Delaware corporation ("SC America").

W
I T N E S S E T H:

WHEREAS
Sherwood, OEHI and Hotel Cipriani S.p.A., an Italian corporation prior to its reorganization referred to below ("HCSPA"), entered into an agreement dated January 27, 1989
providing for rights of first refusal in Sherwood and OEHI for the purchase of the Hotel Cipriani and related assets in the event the hotel or such assets were proposed to be sold or otherwise
transferred and for a right of first refusal in HCSPA for the purchase of Sherwood's apartment located in the Hotel Cipriani in the event the apartment was proposed to be sold or otherwise
transferred, which agreement Sherwood, Orient-Express Hotels Ltd., a Bermuda company and the successor by merger to OEHI ("OEHL"), and Hotel Cipriani S.r.l., an Italian
corporation and the successor by statutory reorganization of HCSPA ("HCSRL"), have amended and restated on February 8, 2005 (the "HCSRL Agreement); and

WHEREAS
Sherwood, OEHI and SC America entered into the Original Agreement when HCSPA was a wholly-owned indirect subsidiary of Sea Containers Ltd., a Bermuda company
("SCL"), in order to provide for rights of first refusal in Sherwood and OEHI in the event the Hotel Cipriani and related assets are proposed to be sold or otherwise transferred
indirectly through the sale or transfer of shares in HCSPA or the Palazzo Vendramin Interest, and to provide for an option in OEHI, exercisable at any
time, to purchase such assets for cash and at fair market value, and options in OEHI and Sherwood, exercisable under certain circumstances, to purchase such assets at fair market value, either for
cash or on a deferred basis; and

WHEREAS
the parties hereto wish to amend and restate the Original Agreement to take into account the fact that HCSRL is now a wholly-owned indirect subsidiary of OEHL, that OEHL is the
successor by merger to OEHI and SC America, and that all previous hotel management arrangements between OEHI and HCSPA have been terminated; and

WHEREAS
the rights provided to Sherwood pursuant to this Agreement are intended to be a continuation of certain rights provided to Sherwood under an agreement dated as of
November 1, 1983 among Sherwood, Hotel Cipriani Inc., a Delaware corporation ("HCI"), and OEHI and under an agreement dated January 27, 1989 among SCL, OEHI and Sherwood, which
agreements have been previously terminated in connection with the execution of a share purchase dated January 27, 1989 between SCL and OEHI and the execution of the Original Agreement.

NOW,
THEREFORE, in consideration of the mutual agreements set forth in this Agreement and Sherwood's past and future services as a senior officer of HCSRL and its ultimate parent company
and Sherwood's affording OEHI the opportunity to acquire the Hotel Cipriani in 1977 to the benefit of

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OEHI
and of OEHL as the successor to OEHI, the parties agree to amend and restate the Original Agreement as set forth in this Agreement as follows:

1.    Definitions.The following terms shall have the respective meanings in this Agreement set forth below:



2.     Right of First Refusal as to Hotel Cipriani Interests.



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3.     Option on HCSRL Quotas and Palazzo Vendramin Interest in Change of Control Circumstances.



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4.     General Undertaking.

OEHL hereby declares that if Sherwood exercises any of his rights to purchase the Property or the Entire Property in accordance with the terms hereof then:



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5.     Assignment and Termination.



6.    Binding Effect.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted
successors and assigns. Except as set forth elsewhere in this Agreement, this Agreement may not be transferred or assigned by any party without the prior written consent of the other party.

7.    Entire Agreement.This Agreement and the HCSRL Agreement contain the entire agreement of the parties and supersede all
previous written or oral agreements of the parties with respect to the subject matter hereof, and no modification or waiver of any provision hereof will be binding upon any such party unless in
writing and signed by the party agreeing to such modification or waiver.

8.    Governing Law and Arbitration.The substantive law of the State of New York, including any applicable statute of
limitations whether deemed substantive or procedural, shall govern this Agreement. Any controversy or claim arising out of or related to this Agreement, or the breach thereof, shall be settled by
arbitration in New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon any award rendered may be entered in any court having
jurisdiction thereof.

9.    Notice.All notices required or permitted by this Agreement shall be in writing and delivered personally, or sent by
certified mail, return receipt requested, or sent by telex, telegram or facsimile, addressed as follows, or to such other address as one party may designate by written notice to the other parties:
(i) if to Sherwood, addressed to James B. Sherwood, Sea Containers House, 20 Upper Ground, London SE1 9PF England; and (ii) if to OEHL, addressed to Orient-Express Services Ltd.,
Sea Containers House, 20 Upper Ground, London SE1 9PF England, Attention: Managing Director. Any such notice shall be deemed to be given on the date received at the address of the addressee or, if
delivered personally, on the date so delivered.

10.    Determination of Fair Market Value.Fair Market Value shall be determined by a valuator appointed by agreement between the
transferor and the party exercising the right to purchase property. In the absence of such agreement within 15 days following the date of an election notice or option notice, the valuator shall
be American Appraisal Company or if it is not available to perform the valuation, the valuator shall be appointed by Deloitte & Touche LLP. The cost of the valuation shall be shared equally by
the transferor and the party exercising the right to purchase property. If the valuation is stated in a currency other than United States dollars, then Fair Market Value shall be the United States
dollar equivalent (or, if the Purchaser has elected another currency as provided in Section 3(b), the equivalent of such other currency) of the foreign currency valuation on the date of the
closing.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

| |  |                                                                                                                               |  |                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------
| |  | /s/ J.B. SHERWOOD                                                                                                            
| |  | James B. Sherwood                                                                                                            
| |  | Orient-Express Hotels Ltd., on behalf of itself and as successor to Orient-Express Hotels Inc. and Sea Containers America Inc
| |  | By:                                                                                                                           |  | /s/ S.M.C. SHERWOOD                               
| |  |                                                                                                                               |  | President                                         
| |  | By:                                                                                                                           |  | /s/ J.G. STRUTHERS                                
| |  |                                                                                                                               |  | Vice PresidentFinance and Chief Financial Officer

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