ST LAWRENCE SEAWAY CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>stls_8k041907ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
Exhibit 10.1

                       THE ST. LAWRENCE SEAWAY CORPORATION
                                Hanna II, Suite P
                              6011 E. Hanna Avenue
                           Beach Grove, Indiana 46203

                                                     April 16, 2007

Bernard Zimmerman & Company, Inc.
18 High Meadow Road
Weston, CT 06883
Attention: Bernard Zimmerman

          Re:  Stock and Warrant Purchase Agreement (the "Agreement"), dated as
               of the 10th day of January, 2007, by and between The St. Lawrence
               Seaway Corporation (the "Company") and Bernard Zimmerman &
               Company, Inc. ("BZ&CO.")

Dear Mr. Zimmerman:

         This letter will confirm that we have agreed upon an extension of the
date by which the Company must obtain Shareholder Approval (as defined in the
Agreement), under Section 5.6(c) of the Agreement, to no later than August 31,
2007.

     Notwithstanding the foregoing, the balance of the Agreement shall remain
     ========================================================================
     binding on the Company and BZ&Co. and in full force and effect:
     ===============================================================

         Please indicate your acceptance of the foregoing by signing the
enclosed copy of this letter and returning it to the attention of the
undersigned.

                                            Very truly yours,


                                            THE ST. LAWRENCE SEAWAY CORPORATION

                                            By: /s/  Joel M. Greenblatt
                                               ------------------------
                                               Name: Joel M. Greenblatt
                                               Title: Chairman of the Board
                                               Hereunto Duly Authorized


ACCEPTED AND AGREED:
--------------------

BERNARD ZIMMERMAN & COMPANY, INC.

By: /s/ Bernard Zimmerman
   ----------------------
   Name: Bernard Zimmerman
   Title: Chief Executive Officer
   Hereunto Duly Authorized


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