RIGHT OF FIRST REFUSAL AGREEMENT


         THIS RIGHT OF FIRST REFUSAL AGREEMENT ("Agreement") is made and entered
into as of the 14th day of February, 2005, by and between KVAERNER PHILADELPHIA
SHIPYARD, INC., a corporation organized under the laws of Pennsylvania (the
"BUILDER"), and MATSON NAVIGATION COMPANY, INC., a corporation organized under
the laws of Hawaii (the "BUYER").

         In connection with and in mutual consideration for the execution by the
BUILDER and the BUYER of that certain Shipbuilding Contract dated of even date
herewith for the BUILDER's Hull 003 and that certain Shipbuilding Contract of
even date herewith for the BUILDER's Hull BN-460 (collectively, the
"Shipbuilding Contracts"), and subject to the Shipbuilding Contracts coming into
full force and effect pursuant to their respective terms, the following is
hereby agreed by the parties:

         1. The BUYER shall have a right of first refusal to purchase each of
the next four containerships of its CV2600 or CV2500 or similar design of over
2,000 TEUS built by the BUILDER following Hull No. BN-460 that deliver before
June 30, 2010, as set forth below.

         2. Should the BUILDER propose to accept one or more bona fide offers to
enter into an agreement to build a containership of its CV 2600 and CV 2500 or
similar design of over 2,000 TEUS, the BUILDER shall promptly deliver a notice
to the BUYER, stating the terms and conditions of such offer or agreement,
including the contract price for such containership, and certifying that the
BUILDER has received a bona fide offer from an unrelated third party to build
such a container ship. The BUYER shall have a right of first refusal to accept
unconditionally the terms of any such offer or agreement, which right of first
refusal must be irrevocably exercised, and the BUYER must enter into a contract
for the construction of such containership with the BUILDER, within thirty (30)
calendar days from its receipt of the notice.

         3. Should the BUYER exercise its right of first refusal, the BUYER
shall pay the contract price agreed to by such third party for the vessel,
provided that such contract price shall be discounted by eight percent (8%).

         4. Should the BUYER decline to exercise its right of first refusal, the
BUILDER shall pay to the BUYER an amount equal to eight percent (8%) of the
contract price to be paid by the buyer for such vessel, provided that such
payment shall not be paid until such time that the vessel is delivered to its
buyer.

         5. The BUYER's rights hereunder shall only apply to the first four
containerships that the BUILDER builds following HULL BN-460 that deliver prior
to June 30, 2010.

         6. Should the BUYER and the BUILDER otherwise agree to a construction
contract for such vessel for delivery prior to June 30, 2010, the BUILDER shall
grant the BUYER an eight percent (8%) discount on the contract price negotiated
by the BUILDER and the BUYER.

         7. This Agreement shall be governed by the laws of the State of New
York, without regard to the conflict of laws provisions thereof. The parties
each irrevocably consent to the exclusive jurisdiction of the state and federal
courts of New York, in any and all actions and proceedings arising under this
Agreement.

         8. This Agreement may executed and delivered, including execution and
delivery by facsimile transmission, in counterparts, each of which shall be
deemed an original and together shall constitute one and the same instrument.





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the day first written above.

KVAERNER PHILADELPHIA                      MATSON NAVIGATION COMPANY, INC.
SHIPYARD INC.



By:/s/ David E. Meehan                     By:/s/ James S. Andrasick
   -----------------------------              -----------------------------
   David E. Meehan                            James S. Andrasick
   President and Chief Executive              President and Chief Executive
   Officer                                    Officer