Exhibit 10.25.2



                    INTERCREDITOR AND SUBORDINATION AGREEMENT

                    -----------------------------------------



         THIS INTERCREDITOR AND SUBORDINATION AGREEMENT ("Subordination

Agreement") dated April 23, 2004 is by and between CONGRESS FINANCIAL

CORPORATION (FLORIDA), a Florida corporation, in its capacity as agent pursuant

to the Senior Creditor Agreements (as hereinafter defined) acting for and on

behalf of the parties thereto as lenders (in such capacity the "Senior Creditor

Agent" as hereinafter further defined), and TRANSPORTATION RECEIVABLES 1992,

LLC, a Delaware limited liability company ("Junior Creditor" as hereinafter

further defined). Senior Creditors (hereinafter defined) and Junior Creditor are

sometimes individually referred to herein as "Creditor" and collectively as

"Creditors."



                              W I T N E S S E T H:

                              - - - - - - - - - -



         WHEREAS, Junior Creditor has entered into financing arrangements with

Trailer Bridge Inc., a Delaware corporation ("Debtor" as hereinafter further

defined) pursuant to which Junior Creditor has provided financial accommodations

to Debtor secured by the assets of Debtor described on Exhibit A hereto (the

"Junior Creditor Collateral");



         WHEREAS, Senior Creditors have entered or are about to enter into

financing arrangements with Debtor pursuant to which Senior Creditors may, upon

certain terms and conditions, make loans and provide other financial

accommodations to Debtor secured by substantially all of the assets and

properties of Debtor; and



         WHEREAS, in order to induce Senior Creditor to enter into the financing

arrangements with Debtor, Junior Creditor has agreed to the subordination in

right of payment of the existing and future obligations of Debtor to Junior

Creditor to the payment of the existing and future obligations of Debtor to

Senior Creditor and related matters as set forth below;



         NOW, THEREFORE, in consideration of the mutual benefits accruing to

Creditors hereunder and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto do hereby agree

as follows:



         1.     DEFINITIONS



         As used above and in this Subordination Agreement, the following terms

shall have the meanings ascribed to them below, and capitalized terms used

herein and not defined herein shall have the meanings ascribed to them in the

Senior Loan Agreement:



                1.1     "Agreements" shall mean, collectively, the Senior

Creditor Agreements and the Junior Creditor Agreements.



                1.2     "Common Vehicle Collateral" shall mean the motor

vehicles listed on Schedule 1 to Exhibit A hereto.



                1.3     "Creditors" shall mean, collectively, Senior Creditors

and Junior Creditor and their respective successors and assigns.



<PAGE>



                1.4     "Debtor" shall mean Trailer Bridge Inc., a Delaware

corporation, and its successors and assigns, including without limitation a

receiver, trustee or debtor-in-possession on behalf of such person or on behalf

of such successor or assign.



                1.5     "Junior Creditor" shall mean Transportation Receivables

1992, LLC, a Delaware limited liability company, and its successors and assigns.



                1.6     "Junior Creditor Agreements" shall mean the Subordinated

Note and all agreements, documents and instruments at any time executed and/or

delivered to, with or in favor of Junior Creditor in connection therewith or

related thereto, as the same now exist or may hereafter be amended, modified,

supplemented, extended, renewed, restated or replaced.



                1.7     "Junior Debt" shall mean all obligations, liabilities

and indebtedness of every kind, nature and description owing by Debtor to Junior

Creditor, including principal, interest, charges, fees, premiums, indemnities

and expenses, however evidenced, whether as principal, surety, endorser,

guarantor, whether arising under or evidenced by the Junior Creditor Agreements

or otherwise, whether now existing or hereafter arising, whether arising before,

during or after the initial or any renewal term of the Junior Creditor

Agreements or after the commencement of any case with respect to Debtor under

the U.S. Bankruptcy Code or any similar statute (and including, without

limitation, any principal, interest, fees, costs, expenses and other amounts,

whether or not such amounts are allowable in whole or in part, in any such case

or similar proceeding), whether direct or indirect, absolute or contingent,

joint or several, due or not due, primary or secondary, liquidated or

unliquidated, secured or unsecured, and whether arising directly or howsoever

acquired by Junior Creditor.



                1.8     "Lien" shall mean any mortgage, deed of trust, pledge,

hypothecation, assignment, deposit arrangement, security interest, encumbrance

(including, but not limited to, easements, rights of way and the like), lien

(statutory or other), security agreement or transfer intended as security,

including without limitation, any conditional sale or other title retention

agreement, the interest of a lessor under a capital lease or any financing lease

having substantially the same economic effect as any of the foregoing.

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