Exhibit 4.10


Second Amendment
Agreement


relating to


Marine Harvest N.V.


Among


Nutreco Holding N.V.


And


Stolt Sea Farm Investments B.V.


as Sellers


And


Geveran Trading Co Ltd


as Purchaser


And


Greenwich Holdings Ltd.


as Guarantor


and


Pan Fish ASA


as Assignee


Dated 13 July 2006


















AMENDMENT AGREEMENT


The undersigned:


(1)                  Nutreco Holding N.V., a public company with limited
liability (naamloze vennoolschap), with corporate seat in Boxmeer, the Netherlands, and
having its address at Veerstraat 38, 5831 JN Boxmeer, the Netherlands (“Nutreco”);


(2)                  Stolt Sea Farm Investments B.V. a private company with
limited liability (besloten vennootschap) incorporated
in the Netherlands, with corporate seat in Schiedam, and having its address at
Karel Doormanweg 25, 3115 JD Schiedam the Netherlands (“Stolt”,
Stolt and Nutreco jointly referred to as “Sellers”);


(3)                  Geveran Trading Co Ltd, a private company with limited
liability incorporated in Cyprus, with corporate seat in Limassol, Cyprus and
having its address at Deana Beach Apartments, Promachou Eleftherias Street,
Ayos Athanasios, Limassol, Cyprus. (“Purchaser”),
and


(4)                  Greenwich Holdings Ltd., a private company with limited
liability incorporated in Cyprus, with corporate seat in Limassol, Cyprus and
having its address at Deana Beach Apartments, Promachou Eleftherias Street,
Ayos Athanasios, Limassol, Cyprus (“Guarantor”),
and


(5)                  Pan Fish ASA, a public company under the laws of Norway,
with corporate seat in Stavanger, Norway and having its address at Maskinveien
32, N-4067 Stavanger, Norway, (“Assignee”)


Whereas:


(A)                 The Sellers,
the Purchaser and the Guarantor entered into a share purchase agreement dated 6
March 2006 in respect of all of the 60,000 issued and outstanding shares (the “Shares”) in the capital of Marine Harvest N.V. (the “Company”) (the “Share Purchase Agreement”).


(B)                 The Purchaser
and Assignee entered into an Assignment and Assumption Agreement dated 6 March
2006, whereby the Purchaser has assigned all its rights under the Share
Purchase Agreement to Assignee and Assignee has assumed all of the obligations
of the Purchaser under the Share Purchase Agreement.


(C)                The Sellers,
the Purchaser, the Guarantor and the Assignee entered into an Amendment
Agreement dated 27 March 2006, whereby the parties to the said amendment agreed
to have the Purchase Price (as defined in the Share Purchase Agreement) prepaid
by Assignee, on behalf of itself and the Purchaser, to the Sellers on 28 March
2006, rather than have a bank guarantee issued to the Sellers, as was
contemplated in Clause 3.2 of the Share Purchase Agreement.


(D)                The Assignee
in performing its obligations under the Share Purchase Agreement Clause 4.2 in
taking all actions as are necessary to ensure satisfaction of all of the
Conditions Precedent, on 6 July 2006 has been notified that the UK Office of
Fair Trading (OFT) has referred to the Competition Commission (CC) the Share
Purchase Agreement for investigation and report.



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(E)                 The CC has
informed that they are required to report on the reference by 20 December 2006.


(F)                 The schedule
leading up to the said date for CC’s report may not be able to be accelerated,
whereby it may prove impossible that Closing will occur before 15 September
plus 60 days (i.e. 15 November 2006).


(G)                Such delay of
Closing gives either of the Sellers or the Purchaser the right to terminate the
Share Purchase Agreement under the terms of the Share Purchase Agreement
provided no later date shall have been agreed between the Sellers and the
Purchser.


(H)                In this
connection, the parties to this Second Amendment Agreement wish to amend the
Share Purchase Agreement on the terms set out herein.


It is agreed as follows:


1                            DEFINITIONS
AND INTERPRETATION


Unless otherwise stated in this Second Amendment
Agreement, terms defined in the Share Purchase Agreement shall have the same
meaning when used in this Second Amendment Agreement.


2                            AMENDMENTS


2.1                  Clause 7.1.2
(Right of termination)


Clause 7.1.2 (Right of termination) of the Share
Purchase Agreement is replaced in its entirety by the following provision:


“If the Closing has not occurred (other than through
the fault of the Party seeking to terminate the Share Purchase Agreement) on or
before 31 December 2006, for such later date as the Parties may agree upon, it
being understood that such extension shall facilitate that Conditions Precedent
as set out in Clause 4.1. or as modified according to Clause 4.3.3 pursuant to
the consent of any competent national competition authority, will be satisfied
within the period of such extension.”


3                            ASSIGNEE’S
WARRANTIES


Assignee represents and warrants to the Sellers that,
as at the date of this Agreement:


(a)                 it is validly
existing and is a company duly incorporated under the laws of Norway;


(b)                 it has the
legal right and full power and authority to enter into and perform its
obligations under this Amendment Agreement and any other documents to be
executed by it pursuant to or in connection with this Amendment Agreement; and


(c)                  it has taken
all corporate action required by it to authorise it to enter into and to  perform
its obligations in accordance with this Amendment Agreement and any other
documents to be executed by it pursuant to or in connection with this Amendment
Agreement.


4                            MISCELLANEOUS


4.1                    The
provisions of the Share Purchase Agreement, as amended on 27 March 2006, shall,
save as further amended by this Agreement, continue in full force and effect.


4.2                    Clauses
11.5, 11.7, 11.8, 11.10 and 11.11 of the Share Purchase Agreement shall be  deemed to



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be incorporated in this Amendment Agreement as if expressly set out
herein.


Agreed and signed on 13
July in Amersfoort/ Oslo by:


	
  Nutreco Holding N.V.

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Wout Dekker

  	
   

  
	
  Title:

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stolt Sea Farm
  Investments B.V.

  	
  /s/ Niels G. stolt-Nielsen

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Niels G.
  stolt-Nielsen

  	
   

  
	
  Title:

  	
  Attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Geveran Trading
  Co Ltd

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Tor Olav Troim

  	
   

  
	
  Title:

  	
  Attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Greenwich
  Holdings Ltd.

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Tor Olav Troim

  	
   

  
	
  Title:

  	
  Attorney in fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Pan Fish ASA

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 



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