Unassociated Document


    Exhibit
      10.4

    
      

      

    

    
 

    


    


    


    


    


    VAN
      ASIA
      TANKERS CORPORATION

    


    


    


    -
      and
      -

    


    


    


    [VAN
      ASIA
      CAPITAL MANAGEMENT LIMITED]

    


    


    


    


    


    


    


    


    ________________________________

    


    MANAGEMENT
      AGREEMENT

    ________________________________

    


    


    


    


    


    


    


    


    


    


    Dated
      as
      of [●], 2008

    


    


    


    


    


    


    


    
      

      

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF
      CONTENTS

    


    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION

            	
              1

            
	 	
              1.1

            	
              Certain
                Definitions

            	
              1

            
	 	
              1.2

            	
              Construction

            	
              7

            
	 	
              1.3

            	
              Headings

            	
              8

            
	
              2.

            	
              ENGAGEMENT
                OF MANAGER

            	
              8

            
	 	
              2.1

            	
              Engagement

            	
              8

            
	 	
              2.2

            	
              Powers
                and Duties of the Manager

            	
              8

            
	 	
              2.3

            	
              Ability
                to Subcontract

            	
              9

            
	 	
              2.4

            	
              Technical
                Services Agreements

            	
              9

            
	 	
              2.5

            	
              Outside
                Activities

            	
              9

            
	 	
              2.6

            	
              Exclusive
                Appointment

            	
              9

            
	 	
              2.7

            	
              Authority
                of the Parties; Enforceability

            	
              9

            
	 	
              2.8

            	
              Inspection
                of Books and Records

            	
              10

            
	
              3.

            	
              MANAGEMENT
                SERVICES

            	
              10

            
	 	
              3.1

            	
              Strategic
                Services

            	
              10

            
	 	
              3.2

            	
              Commercial
                Management Services

            	
              11

            
	 	
              3.3

            	
              Administrative
                Services

            	
              12

            
	
              4.

            	
              SUPERVISORY
                SERVICES

            	
              17

            
	
              5.

            	
              EMPLOYEES
                AND MANAGER’S PERSONNEL

            	
              18

            
	 	
              5.1

            	
              Manager’s
                Personnel

            	
              18

            
	 	
              5.2

            	
              Officers

            	
              18

            
	 	
              5.3

            	
              Termination
                and Replacement of Executive Officers

            	
              19

            
	 	
              5.4

            	
              Other
                Duties of Manager’s Personnel

            	
              19

            
	 	
              5.5

            	
              Reporting
                Structure

            	
              19

            
	
              6.

            	
              COVENANTS
                OF THE MANAGER

            	
              19

            
	
              7.

            	
              COVENANTS
                OF THE COMPANY

            	
              20

            
	
              8.

            	
              MANAGER’S
                COMPENSATION

            	
              20

            
	 	
              8.1

            	
              Management
                Services Fees

            	
              20

            
	 	
              8.2

            	
              Expenses

            	
              21

            
	 	
              8.3

            	
              Adjustment
                to Fees

            	
              21

            
	 	
              8.4

            	
              Dispute
                Resolution of Fees

            	
              21

            
	 	
              8.5

            	
              Technical
                Services Fees

            	
              22

            
	 	
              8.6

            	
              Pre-delivery
                Services Fees

            	
              22

            
	 	
              8.7

            	
              Incentivisation
                of the Manager

            	
              22

            
	 	
              8.8

            	
              Direction
                to Pay

            	
              22

            
	
              9.

            	
              LIABILITY
                OF THE MANAGER; INDEMNIFICATION

            	
              23

            
	 	
              9.1

            	
              Liability
                of the Manager

            	
              23

            
	 	
              9.2

            	
              Extraordinary
                Costs and Capital Expenditures

            	
              23

            
	 	
              9.3

            	
              Manager
                Indemnification

            	
              23

            
	 	
              9.4

            	
              Company
                Indemnification

            	
              24

            
	 	
              9.5

            	
              Limitation
                Regarding the Technical Services

            	
              24

            
	
              10.

            	
              TERM
                AND TERMINATION

            	
              24

            
	 	
              10.1

            	
              Initial
                Term

            	
              24

            
	 	
              10.2

            	
              Renewal
                Term

            	
              24

            
	 	
              10.3

            	
              Termination
                by the Company

            	
              24

            
	 	
              10.4

            	
              Termination
                by the Manager

            	
              25

            
	 	
              10.5

            	
              Effects
                of Termination or Expiry

            	
              25

            
	
              11.

            	
              DISPUTE
                RESOLUTION

            	
              25

            
	
              12.

            	
              GENERAL

            	
              26

            
	 	
              12.1

            	
              Assignment

            	
              26

            
	 	
              12.2

            	
              Force
                Majeure

            	
              26

            
	 	
              12.3

            	
              Confidentiality

            	
              27

            
	 	
              12.4

            	
              Change
                of Control

            	
              27

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.5

            	
              Notices

            	
              27

            
	 	
              12.6

            	
              Third
                Party Rights

            	
              28

            
	 	
              12.7

            	
              Severability

            	
              28

            
	 	
              12.8

            	
              Governing
                Law

            	
              28

            
	 	
              12.9

            	
              Binding
                Effect

            	
              28

            
	 	
              12.10

            	
              Amendment
                and Waivers

            	
              28

            
	 	
              12.11

            	
              Entire
                Agreement

            	
              28

            
	 	
              12.12

            	
              Waiver

            	
              29

            
	 	
              12.13

            	
              Counterparts

            	
              29

            


    

    


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    THIS
      MANAGEMENT AGREEMENT
      is made
      on the [●] day of [●] 2008,

     

    BY
      AND BETWEEN:

     

    (1)          
      VAN
      ASIA TANKERS CORPORATION,
      a
      company organized and existing under the laws of the Republic of the Marshall
      Islands, having its registered office at [●] (the “Company”);
      and

     

    (2)          
      [VAN
      ASIA CAPITAL MANAGEMENT LIMITED],
      a
      company organized and existing under the laws of Bermuda, having its registered
      office at Cannon Court, 22 Victoria Street, Hamilton HM12, Bermuda (the
“Manager”).

     

    RECITALS

     

    WHEREAS:
      

     

    (A)
       Vanship
      Holdings Limited (“Vanship”)
      has
      entered into an Amended and Restated Share Purchase Agreement (the “Share
      Purchase Agreement”),
      dated
      December 3, 2007 (as amended), with the Company (then named Energy
      Infrastructure Merger Corporation) and its holding company Energy Infrastructure
      Acquisition Corp., pursuant to which Energy Infrastructure Acquisition Corp.
      will merge into the Company, with the Company being the surviving entity, and
      Vanship will sell to the Company all of the outstanding ordinary shares of
      certain companies owning nine VLCCs (as defined below) (the “Merger
      and Sale and Purchase”).
      

     

    (B) Pursuant
      to the Share Purchase Agreement, it is a condition of the Merger and Sale and
      Purchase that the Company enter into a management agreement with the Manager
      pursuant to which the Manager will receive fees and other consideration with
      respect to the on-going strategic, commercial and administrative management
      of
      the Group (as defined below) and management of the Vessels (as defined
      below).

     

    (C) The
      Manager is a professional manager of shipping companies and has the requisite
      expertise to carry out the obligations set forth in this Agreement.

     

    (D)
       The
      Company desires to retain the Manager, and the Manager desires to be retained,
      to manage the Group and the Group’s business and to provide certain services to
      the Group on and subject to the terms and conditions set forth
      herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and premises of the Parties (as defined
      below) herein contained and for other good and valuable consideration (the
      receipt and sufficiency of which is hereby acknowledged by each Party), the
      Parties agree as follows: 

     

    
      	1.  	
              DEFINITIONS
                AND INTERPRETATION 

            


    

     

    
      	1.1  	
              Certain
                Definitions 

            


    

     

    In
      this
      Agreement, including the Recitals hereto, unless the context requires otherwise,
      the following terms shall have the respective meanings set forth below:


     

    “Adjusted
      Management Services Fee” has
      the
      meaning ascribed to such term in Section 8.3.

     

    “Administrative
      Services”
has
      the
      meaning ascribed to such term in Section 3.3. 

     

    “Affiliates”
means,
      with respect to any Person as at any particular date, any other Person that
      directly or indirectly through one or more intermediaries Controls, is
      Controlled by, or is under common Control with, the Person in question, and
      “Affiliate”
means
      any one of them. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Agreement”
means
      this management agreement as the same may be amended from time to time.


     

    “Applicable
      Laws”
means,
      in respect of any Person, property, transaction or event, all laws, including,
      without limitation, the Exchange Act and the rules and regulations of the SEC,
      all statutes, ordinances, regulations, municipal by-laws, treaties, judgments
      and decrees applicable to that Person, property, transaction or event and all
      applicable official directives, rules, consents, approvals, authorizations,
      guidelines, orders, codes of practice and policies of any Governmental Authority
      having authority over that Person, property, transaction or event and having
      the
      force of law, and all general principles of common law and equity. 

     

    “Approved
      Budget”
has
      the
      meaning ascribed to such term in Section 3.3.4(c). 

     

    “Board
      of Directors”
means
      the board of directors of the Company as the same may be constituted from time
      to time. 

     

    “Books
      and Records”
means
      all books of account and records, including tax records, sales and purchase
      records, vessel records, computer software, formulae, business reports, plans
      and projections and all other documents, files, correspondence and other
      information of the Group with respect to the Vessels or the Crude Carrier
      Business (whether or not in written, printed, electronic or computer printout
      form). 

     

    “Business
      Day”
means
      a
      day other than a Saturday, Sunday or statutory holiday on which the banks in
      Hong Kong and New York are required to close. 

     

    “Chairman”
has
      the
      meaning ascribed to such term in Section 5.2.1.

     

    “Charter”
means
      a
      charter party agreement between the Company and any Person that relates to
      any
      of the Vessels. 

     

    “Charterer”
means
      any Person that has entered into, or assumed the obligations by novation or
      otherwise under, a Charter with a Group Company. 

     

    “Chief
      Executive Officer”
has
      the
      meaning ascribed to such term in Section 5.2.2.

     

    “Chief
      Financial Officer”
has
      the
      meaning ascribed to such term in Section 5.2.4.

     

    “Closing”
means
      the closing of the Merger and Sale and Purchase.

     

    “Commercial
      Management Services”
has
      the
      meaning ascribed to such term in Section 3.2. 

     

    “Common
      Shares”
means
      the shares of common stock, par value $0.0001 per share, of the Company.


     

    “Company
      Breach”
has
      the
      meaning ascribed to such term in Section 10.4(b). 

     

    “Company
      Change of Control”
means
      the occurrence of any of the following:

     

    
      	(a)  	
              the
                sale, lease, transfer, conveyance or other disposition (other than
                by way
                of merger or consolidation), in one or a series of related transactions,
                of all or substantially all of the Group’s assets without the prior
                written consent of the Manager
                (which consent may be arbitrarily
                withheld);

            


    

     

    
      	(b)  	
              an
                order made for or the adoption by the Board of Directors of a plan
                of
                liquidation or dissolution of the Company;


            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	(c)  	
              the
                consummation of any transaction (including, without limitation, any
                merger
                or consolidation) the result of which is that any “person” (as such term
                is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial
                owner, directly or indirectly, of a majority of the Company’s Voting
                Securities (unless such person is the Manager or an Affiliate of
                the
                Manager), measured by voting power rather than number of shares without
                the prior written consent of the Manager (which consent may be arbitrarily
                withheld); 

            


    

     

    
      	(d)  	
              if,
                at any time, the Company becomes insolvent, admits in writing its
                inability to pay its debts as they become due, commits an act of
                bankruptcy, is adjudged bankrupt or declares bankruptcy or makes
                an
                assignment for the benefit of creditors, a proposal or similar action
                under the bankruptcy, insolvency or other similar laws of the Marshall
                Islands or any applicable jurisdiction or commences or consents to
                proceedings relating to it under any reorganization, arrangement,
                readjustment of debt, dissolution or liquidation law or statute of
                any
                jurisdiction; 

            


    

     

    
      	(e)  	
              a
                change in directors after which a majority of the members of the
                Board of
                Directors are not Continuing Directors, unless such change in directors
                occurs solely as a result of the nomination of new directors by Vanship;
                or 

            


    

     

    
      	(f)  	
              the
                consolidation of the Company with, or the merger of the Company with
                or
                into, any “person”, or the consolidation of any “person” with, or the
                merger of any “person” with or into, the Company, in any such event
                pursuant to a transaction in which any of the outstanding Common
                Shares
                are converted into or exchanged for cash, securities or other property
                or
                receive a payment of cash, securities or other property, other than
                any
                such transaction where the Company’s voting stock outstanding immediately
                prior to such transaction is converted into or exchanged for voting
                stock
                of the surviving or transferee “person” constituting a majority of the
                outstanding shares of such voting stock of such surviving or transferee
                “person” immediately after giving effect to such issuance and without the
                prior written consent of the Manager (which consent may be arbitrarily
                withheld);

            


    

     

    provided,
      however, that the Merger and Sale and Purchase shall not be deemed a Company
      Change of Control.

     

    “Company
      Indemnified Persons”
has
      the
      meaning ascribed to such term in Section 9.4.

     

    “Continuing
      Directors”
means,
      as of any date of determination, any member of the Board of Directors who (i)
      was a member of the Board of Directors as of the date of the Closing, or (ii)
      was nominated for election or elected to the Board of Directors with the
      approval of 67% of the directors then still in office who were either directors
      as of the date hereof or whose nomination or election was previously so
      approved. 

     

    “Control”
or
      “Controlled”
means,
      with respect to any Person, the right to elect or appoint, directly or
      indirectly, a majority of the directors of such Person or a majority of the
      Persons who have the right, including any contractual right or ability to manage
      and direct the business, affairs and operations of such Person, or the
      possession of the power or ability to direct or cause the direction of the
      management and policies of a Person, whether through ownership of Voting
      Securities, by contract, or otherwise. 

     

    “Credit
      Facility Agreements”
means
      the loan agreements entered into by a Vessel Owner or another Group Company,
      on
      the one hand, and the banks and financial institutions named therein, on the
      other hand, in respect of financing provided, directly or indirectly, to such
      Vessel Owner where such financing is secured by, among other items, a mortgage
      on the Vessel owned by such Vessel Owner.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Crew”
means
      the master, officers, employees, ratings and other crew members of a Vessel.
      

     

    “Crew
      Employment and Support Expenses”
means
      all Employment Expenses of the Crew and all expenses of a general nature which
      are not particularly referable to any individual member of the Crew or
      individual Vessel which are incurred for the purpose of providing Technical
      Services and, without prejudice to the generality of the foregoing, shall
      include the cost of Crew standby pay, training schemes for officers and ratings,
      cadet training schemes, study pay, recruitment and interviews. 

     

    “Crude
      Carrier”
means
      any ocean-going vessel that is intended to be used primarily to transport crude
      oil, including VLCCs.

     

    “Crude
      Carrier Assets”
means
      Crude Carriers and any assets that are customarily owned or operated in
      conjunction with Crude Carriers, in each case, that are used or intended to
      be
      used in the course of carrying on a Crude Carrier Business.

     

    “Crude
      Carrier Business”
means
      the business of trading or selling or purchasing Crude Carriers, or of
      chartering or re-chartering Crude Carriers to others, and any lawful act or
      activity customarily conducted in connection therewith.

     

    “Draft
      Budget”
has
      the
      meaning ascribed to such term in Section 3.3.4(a). 

     

    “Employment
      Expenses”
means
      all costs, expenses, debts, liabilities and obligations related to or incurred
      in respect of employment, including salaries, fees, wages, incentive pay,
      gratuities, bonuses, vacation pay, holiday pay, other paid leave, overtime,
      standby pay, sick pay, workers’ compensation legislation contributions or costs,
      benefits and related costs, statutory contributions and remittances, pension
      plan contributions and costs, recruitment costs, Severance Costs, payroll and
      accounting costs, training and education costs, discounts, meals, accommodation,
      legal costs associated arising from disputes, administrative costs, travel
      costs, perquisites, relocation expenses and uniform expenses. 

     

    “Exchange
      Act”
means
      the United States Securities Exchange Act of 1934, as amended.

     

    “Existing
      Management Group”
means:
      

    
       

      
        	 	
                (a)

              	
                any
                  of Captain Charles Arthur Joseph Vanderperre, Mr. Fred Cheng, or
                  Mr.
                  Christoph Widmer or their respective estates, spouses or partners,
                  descendants or members of their household; 

              


      

    

    
       

      
        	 	
                (b)

              	
                any
                  trust in whole or in part for the benefit of the persons listed
                  in (a)
                  above;
                  or 

              


      

      
         

        
          	 	
                  (c)

                	
                  any
                    Affiliate of any of the persons listed in (a) or (b) above. 

                


        

         

      

    

    “Fair
      Market Fee”
has
      the
      meaning ascribed to such term in Section 8.4.

     

    “Fiscal
      Quarter”
means
      a
      fiscal quarter of the Company or, in the case of the first fiscal quarter of
      the
      Company, the portion of such fiscal quarter from the date of this Agreement
      through the day prior to the commencement of the next fiscal quarter.


     

    “Fiscal
      Year”
means
      the fiscal year of the Company, being the twelve month period ended December
      31,
      or, in the case of the first fiscal year of the Company, the portion of such
      fiscal year from the date of this Agreement through the day prior to the
      commencement of the next fiscal year.

     

    “Force
      Majeure Event”
has
      the
      meaning ascribed to such term in Section 12.2. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “GAAP”
means
      (i) generally accepted accounting principles consistently applied in the United
      States or (ii) if the Company determines to report under IFRS, IFRS.


     

    “Governmental
      Authority”
means
      any domestic or foreign government, including any federal, provincial, state,
      territorial or municipal government, and any multinational or supranational
      organization, government agency, including, without limitation, the SEC,
      tribunal, labour relations board, commission, stock exchange, including, without
      limitation, the American Stock Exchange, or other authority or organization
      exercising executive, legislative, judicial, regulatory or administrative
      functions of, or pertaining to, government. 

     

    “Group”
means
      the Company and its Subsidiaries. 

     

    “Group
      Company”
means
      any member of the Group.

     

    “IFRS”
means
      the International Financial Reporting Standards adopted by the International
      Accounting Standards Board.

     

     “Initial
      Term”
means
      the initial term of this Agreement as set out in Section 10.1. 

     

    “ISM
      Code”
means
      the International Management Code for the Safe Operation of Ships and for
      Pollution Prevention as adopted by the International Maritime Organization
      (IMO)
      by resolution A.741(18) or any subsequent amendment thereto. 

     

    “Legal
      Action”
means
      any action, claim, complaint, demand, suit, judgment, investigation or
      proceedings, pending or threatened, by any Person or before any Governmental
      Authority or any court, arbitral body or tribunal. 

     

    “Losses”
means
      losses, expenses, costs, liabilities and damages, excluding lost profits and
      consequential damages, but including interest charges, penalties, fines,
      monetary sanctions and reasonable costs of investigation and fees and
      disbursements of counsel.

     

    “Manager
      Breach”
has
      the
      meaning ascribed to such term in Section 10.3(a). 

     

    “Manager
      Cause”
has
      the
      meaning ascribed to such term in Section 10.3(b). 

     

    “Manager
      Change of Control”
means
      the occurrence of any of the following:

     

    
      	 	
              (a)

            	
              the
                sale, lease, transfer, conveyance or other disposition (other than
                by way
                of merger or consolidation), in one or a series of related transactions,
                of all or substantially all of the Manager’s assets, except such a
                disposition to one or more members of the Existing Management
                Group; 

            


    

     

    
      	 	
              (b)
                

            	
              an
                order made for, or the adoption by its board of directors of a plan
                of,
                liquidation or dissolution of the
                Manager;

            


    

     

    
      	 	
              (c)
                

            	
              the
                consummation of any transaction (including, without limitation, any
                merger
                or consolidation) the result of which is that any Person or group
                of
                Persons becomes the beneficial owner, directly or indirectly, of
                a
                majority of the Manager’s Voting Securities (unless such Person or group
                of Persons is a member or are members of the Existing Management
                Group),
                measured by voting power rather than number of shares;
                or

            


    

     

    
      	 	
              (d)
                

            	
              if,
                at any time, the Manager becomes insolvent, admits in writing its
                inability to pay its debts as they become due, commits an act of
                bankruptcy, is adjudged bankrupt or declares bankruptcy or makes
                an
                assignment for the benefit of creditors, or makes a proposal or similar
                action under the bankruptcy, insolvency or other similar laws of
                Bermuda
                or any applicable jurisdiction or commences or consents to proceedings
                relating to it under any reorganization, arrangement, readjustment
                of
                debt, dissolution or liquidation law or statute of any
                jurisdiction.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Manager
      Indemnified Persons”
has
      the
      meaning ascribed to such term in Section 9.3. 

     

    “Manager
      Misconduct”
has
      the
      meaning ascribed to such term in Section 9.1(a).

     

    “Manager’s
      Personnel”
means
      all individuals that are employed by or have entered into consulting
      arrangements with the Manager, including the Chief Executive Officer, the
      President and Chief Operating Officer and the Chief Financial Officer.


     

    “Management
      Services”
means
      the services to be provided by the Manager to the Company under Section 3,
      comprising the Strategic Services, the Commercial Management Services and the
      Administrative Services.

     

    “Management
      Services Fee”
has
      the
      meaning ascribed to such term in Section 8.1(b).

     

    “New
      Build”
means
      a
      vessel under construction pursuant to a ship building contract between a Group
      Company and a ship builder (whether by direct contract or as a result of
      novation).

     

    “New
      Vessel”
means
      each Vessel which is not owned by a Group Company as of the date
      hereof.

     

    “Option
      Vessels”
means
      each of the 298,000 deadweight tonnage newbuilding vessels to be constructed
      by
      Dalian Shipbuilding Industry Co. Ltd. with hull numbers T3000-35 and
      T3000-36.

     

    “Parties”
means
      the Company and the Manager. 

     

    “Person”
means
      an individual, corporation, limited liability company, partnership, joint
      venture, trust or trustee, unincorporated organization, association, government,
      government agency or political subdivision thereof or other entity.


     

    “Pre-delivery
      Services”
has
      the
      meaning ascribed to such term in Section 3.1.2.

     

    “President
      and Chief Operating Officer”
has
      the
      meaning ascribed to such term in Section 5.2.3.

     

      “Questioned
      Items”
has
      the
      meaning ascribed to such term in Section 3.3.4(b). 

     

      “Renewal
      Term”
means
      any renewal term of this Agreement referred to in Section 10.2. 

     

      “SEC”
means
      the United States Securities and Exchange Commission. 

     

    “Severance
      Costs”
means
      the termination or severance liabilities, costs and expenses which employers
      are
      legally obliged, whether by Applicable Law, contract or otherwise, to provide
      or
      pay to or in respect of their employees, or the compensation or damages owed
      in
      lieu of such liabilities, costs and expenses, as a result of the termination
      of
      any employment. 

     

    “STCW
      95”
means
      the International Convention on Standards of Training, Certification and
      Watchkeeping to Seafarers, 1978, as amended in 1995 or any subsequent amendment
      thereto. 

     

    “Strategic
      Services”
has
      the
      meaning ascribed to such term in Section 3.1.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     “Subsidiary”
means,
      with respect to any Person, (a) a corporation of which more than 50% of the
      voting power of shares entitled (without regard to the occurrence of any
      contingency) to vote in the election of directors or other governing body of
      such corporation is owned, directly or indirectly, at the date of determination,
      by such Person, by one or more corporations Controlled by such Person or a
      combination thereof, (b) a partnership (whether general or limited) in which
      such Person or a corporation Controlled by such Person is, at the date of
      determination, a general or limited partner of such partnership, but only if
      more than 50% of the partnership interests of such partnership (considering
      all
      of the partnership interests of the partnership as a single class) is owned,
      directly or indirectly, at the date of determination, by such Person, one or
      more corporations Controlled by such Person, or a combination thereof, or (c)
      any other Person (other than a corporation or a partnership) in which such
      Person, one or more corporations Controlled by such Person, or a combination
      thereof, directly or indirectly, at the date of determination, has (i) at least
      a majority ownership interest or (ii) the power to elect or direct the election
      of a majority of the directors or other governing body of such Person.


     

    “Supervisory
      Services”
has
      the
      meaning ascribed to such term in the Section 4.2.

     

    “Technical
      Manager”
means
      a
      shipping management company nominated by the Manager pursuant to Section 4
      to
      provide Technical Services to a Group Company in respect of a Vessel, or such
      other services as may be agreed between the Manager and the Technical Manager
      from time to time.

     

    “Technical
      Services”
means
      the services to be provided by the Technical Manager, or the Technical
      Sub-Manager or any subcontractor, as applicable, to the Vessel Owner pursuant
      to
      the Technical Services Agreement.

     

    “Technical
      Services Agreement”
means
      an agreement in form and substance substantially the same as the form agreement
      attached as Exhibit A hereto, pursuant to which the Technical Manager is
      appointed to provide Technical Services to a Group Company in respect of a
      Vessel.

     

    “Technical
      Services Fee”
has
      the
      meaning ascribed to such term in Section 8.5.

     

    “Technical
      Sub-Manager”
means
      a
      shipping management company to which the Technical Manager subcontracts and
      delegates its obligations under the Technical Services Agreement to provide
      Technical Services to a Group Company.

     

    “Term”
means
      the Initial Term and any Renewal Term, in each case subject to any early
      termination of this Agreement as permitted herein. 

     

    “Vessel”
means
      each vessel owned by the Company or any of its Subsidiaries from time to time,
      including New Builds and the vessels listed in Schedule A, as such schedule
      may
      be amended from time to time in accordance with Section 7.1. 

     

    “Vessel
      Owner”
means
      any Group Company that owns a Vessel.

     

    “VLCC”
means
      very large crude carrier.

     

    “Voting
      Securities”
means
      securities of all classes of a Person entitling the holders thereof to vote
      on a
      regular basis in the election of members of the board of directors or other
      governing body of such Person.   

     

    
      	1.2  	
              Construction 

            


    

     

    In
      this
      Agreement, unless the context requires otherwise: 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              references
                to laws and regulations refer to such laws and regulations as they
                may be
                amended from time to time, and references to particular provisions
                of a
                law or regulation include any corresponding provisions of any succeeding
                law or regulation; 

            


    

     

    
      	(b)  	
              references
                to money refer to legal currency of the United States of America;
                

            


    

     

    
      	(c)  	
              the
                word “include”, “includes” or “including” when following any general term
                or statement will not be construed as limiting the general term or
                statement to the specific matter immediately following such word
                or to
                similar matters, and the general term or statement will be construed
                as
                referring to all matters that reasonably could fall within the broadest
                possible scope of the general term or statement;
                

            


    

     

    
      	(d)  	
              words
                importing the singular include the plural and vice versa and words
                importing gender, include all genders;


            


    

     

    
      	(e)  	
              a
                reference to an “approval”, “authorization”, “consent”, “notice” or
                “agreement” means an approval, authorization, consent, notice of
                agreement, as the case may be, in writing;
                and

            


    

     

    
      	(f)  	
              the
                words “hereof”, “herein” and “hereunder” and words of similar import when
                used in this Agreement shall refer to this Agreement as a whole and
                not to
                any particular provision of this Agreement, and Section references
                are to
                this Agreement, unless otherwise specified.


            


    

     

    
      	1.3  	
              Headings 

            


    

     

     All
      article or section headings in this Agreement are for convenience only and
      shall
      not be deemed to control or affect the meaning or construction of any of the
      provisions hereof. 

     

    
      	2.  	
              ENGAGEMENT
                OF MANAGER 

            


    

     

    
      	2.1  	
              Engagement 

            


    

     

    The
      Company hereby engages the Manager to provide the Management Services and
      Supervisory Services specified herein to the Group, and the Manager hereby
      accepts such engagement, on the terms and subject to the conditions set forth
      in
      this Agreement. Each of the Company and the Manager acknowledges that the
      Manager is acting solely as a third party contractor, and not as agent, partner
      or fiduciary for the account of the Company or any Group Company. The Manager
      shall have no duties to the Company or any Group Company except to the extent
      set forth herein. The Manager may advise Persons with whom it deals on behalf
      of
      the Company that it has authority to conduct such business for and on behalf
      of
      the Company. 

     

    
      	2.2  	
              Powers
                and Duties of the Manager 

            


    

     

    The
      Manager has the power and authority to take such actions on its own behalf
      or on
      behalf of the Group as it from time to time considers, subject to the customary
      oversight and supervision of the Company and the Board of Directors, necessary
      or appropriate to enable it to perform its obligations under this Agreement.
      The
      Manager shall use its reasonable best efforts to provide the Management Services
      and Supervisory Services to be provided hereunder in accordance with customary
      ship management practice and with the care, diligence and skill that a prudent
      manager of vessels would possess and exercise, except that the Manager in the
      performance of its management responsibilities under this Agreement may have
      regard to its overall responsibility in relation to all vessels as may from
      time
      to time be entrusted to its management and in particular, but without prejudice
      to the generality of the foregoing, the Manager may allocate available supplies,
      manpower and services in such manner as in the prevailing circumstances the
      Manager, acting reasonably, considers in its business judgment to be fair and
      reasonable. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	2.3  	
              Ability
                to Subcontract 

            


    

     

    The
      Manager may subcontract and/or delegate any of its duties and obligations
      hereunder to any of its Affiliates without the consent of the Company and may
      subcontract and/or delegate any of its duties and obligations to Persons that
      are not Affiliates with the prior written consent of the Company, which consent
      shall not be unreasonably withheld or delayed. In the event of such a
      subcontract and/or delegation, the Manager shall promptly notify the Company
      thereof and, solely to the extent set forth in Section 9.5, shall remain liable
      for the due performance of its obligations under this Agreement. 

     

    
      	2.4  	
              Technical
                Services Agreements

            


    

     

    It
      is the
      intention of the Parties that any Technical Services Agreements entered into
      between the Technical Sub-Manager and a Group Company be in form and substance
      substantially the same as the form agreement attached as Exhibit A
      hereto.

     

    
      	2.5  	
              Outside
                Activities 

            


    

     

    The
      Company acknowledges that the Manager will have business interests and engage
      in
      business activities in addition to those relating to the Company and the other
      Group Companies, for its own account and for the accounts of other Persons
      (including Persons which own, charter, manage or otherwise are involved in
      the
      Crude Carrier Business or with Crude Carrier Assets), including: 

     

    
      	(a)  	
              the
                trading, buying or selling of vessels, whether Crude Carriers, drybulk
                vessels, containerships or other
                vessels;

            


    

     

    
      	(b)  	
              investing
                or co-investing in, or in Persons involved in or with, Crude Carrier
                Assets or Crude Carrier Businesses or drybulk vessels, containerships
                or
                other vessels or businesses relating to drybulk vessels, containerships
                or
                other vessels; and

            


    

     

    
      	(c)  	
              the
                provision of strategic, technical, commercial, administrative and
                investment management services relating to Crude Carrier Assets or
                drybulk
                vessels, containerships or other vessels or Crude Carrier
                Businesses.

            


    

     

    Except
      to
      the extent prohibited by Applicable Laws, the Manager may, in its sole, absolute
      and unfettered discretion, undertake activities that compete or may compete
      with
      the Company or any Group Company and allocate corporate or strategic
      opportunities relating to the Crude Carrier Business or Crude Carrier Assets
      to
      other Persons (including Persons which own, charter, manage or otherwise are
      involved in the Crude Carrier Business or with Crude Carrier Assets).


     

    
      	2.6  	
              Exclusive
                Appointment 

            


    

     

    The
      Company acknowledges that the appointment of the Manager hereunder is an
      exclusive appointment for the Term. The Company may not appoint other managers
      with respect to the Group or the Vessels during the Term, except as otherwise
      agreed by the Manager in writing or as contemplated by this Agreement. For
      the
      avoidance of doubt, this Section 2.6 does not prohibit the engagement of
      Technical Managers by the Vessel Owners as contemplated by this Agreement.
      

     

    
      	2.7  	
              Authority
                of the Parties;
                Enforceability 

            


    

     

    Each
      Party represents to the others that it is duly authorized with full power and
      authority to execute, deliver and perform this Agreement, that it has duly
      executed and delivered this Agreement and that (assuming due authorization,
      execution and delivery by the other Party thereto and the validity and binding
      effect on such other Party of this Agreement) this Agreement constitutes a
      legal, valid and binding obligation of it, enforceable against it in accordance
      with its terms, except as may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and other similar laws of general application which
      may affect the enforcement of creditors’ rights generally and by general
      equitable principles. Without limiting the foregoing, the Company represents
      that the engagement of the Manager has been duly authorized by the Company
      and
      is in accordance with all governing documents of the Company. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	2.8  	
              Inspection
                of Books and Records 

            


    

     

    At
      all
      reasonable times and on reasonable notice, any person authorized by the Company
      may inspect, examine, copy and audit the Books and Records of the Company kept
      by the Manager pursuant to this Agreement at such times as may be mutually
      agreed. 

     

    
      	3.  	
              MANAGEMENT
                SERVICES 

            


    

     

    
      	3.1  	
              Strategic
                Services 

            


    

     

    The
      Manager shall provide the following strategic services (collectively referred
      to
      herein as “Strategic
      Services”)
      to the
      Company:

     

    
      	3.1.1  	
              Acquisitions,
                Charter Parties and
                Finance

            


    

     

    The
      Manager will provide strategic, corporate planning, business development and
      advisory services to the Company as follows:

     

    
      	(a)  	
              identifying,
                negotiating and securing opportunities for the Company to acquire
                or to
                construct Crude Carriers, and negotiating and carrying out the purchase
                of
                both new and existing Crude
                Carriers;

            


    

     

    
      	(b)  	
              identifying,
                negotiating and securing opportunities for the Company to acquire
                or merge
                with companies, partnerships or other entities that own or operate
                Crude
                Carriers or are otherwise involved in the crude oil shipping industry
                and
                working to integrate such acquired
                businesses;

            


    

     

    
      	(c)  	
              performing,
                or engaging third parties to perform, class records reviews and physical
                inspections and, at the request of the Company, making recommendations
                to
                the Company with respect to any additional Crude Carrier being considered
                for purchase by the Company;

            


    

     

    
      	(d)  	
              at
                the request and under the direction of the Company, certain administrative
                services in connection with the purchase or sale or taking physical
                delivery of a Vessel by the Company or any Group
                Company;

            


    

     

    
      	(e)  	
              identifying,
                negotiating and securing charterers and charter parties and other
                employment for the Vessels and the conclusion (including the execution)
                of
                charter parties or other contracts relating to the employment of
                the
                Vessels, for and on behalf of the Company or the Vessel
                Owners;

            


    

     

    
      	(f)  	
              maintaining
                and managing relationships between the Company and the Charterers
                and
                potential charterers, shipbuilders, insurers, lenders and potential
                financiers of the Company and other shipping industry
                participants;

            


    

     

    
      	(g)  	
              arranging,
                negotiating and procuring pre-delivery and post-delivery financing
                or
                refinancing for the construction of Crude Carriers and financing
                or
                refinancing for the acquisition of used Crude
                Carriers;

            


    

     

    
      	(h)  	
              identifying,
                negotiating and securing potential divestitures or dispositions of
                the
                Vessels and any of the Company’s other Crude Carrier Assets, and
                evaluating and recommending the sale of all or any part of the Crude
                Carrier Business carried on by the
                Group;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	(i)  	
              identifying,
                investigating and implementing tax planning, leasing or other tax
                savings
                initiatives;

            


    

     

    
      	(j)  	
              providing
                general strategic planning services and implementing corporate strategy,
                including, but not limited to, developing acquisition and divestiture
                strategies; and

            


    

     

    
      	(k)  	
              such
                other strategic, corporate planning, business development and advisory
                services as the Company may reasonably identify from time to
                time.

            


    

     

     

    
      	3.1.2  	
              Pre-delivery
                Services

            


    

     

    For
      any
      New Build, the Manager will oversee and supervise, in all material respects,
      or
      procure a third party to oversee and supervise, the design and construction
      of
      such New Build prior to its delivery and liaise, or procure a third party to
      liaise, with the shipbuilder, classifications societies, suppliers and other
      service providers to ensure that the New Build is being constructed in
      accordance with the relevant shipbuilding contract and classification society
      requirements (the “Pre-delivery
      Services”).
      For
      the avoidance of doubt, none of the Administrative Services Fee, Management
      Services Fees, the commissions set forth in Sections 8.1(c) or 8.1(d) or the
      Technical Services Fees are inclusive of compensation or fees for the provision
      of Pre-delivery Services by the Manager or any third party procured by the
      Manager. Compensation, fees and other amounts payable with respect to the
      provision of Pre-delivery Services by the Manager or any third party shall
      be
      separately negotiated and agreed between the Company and the Manager and any
      third party procured to provide such services, as applicable.

     

    
      	3.2  	
              Commercial
                Management Services 

            


    

     

    The
      Manager shall provide certain chartering services to the Group for each of
      the
      Vessels (collectively referred to herein as the “Commercial
      Management Services”),
      including, but not limited to: 

     

    
      	(a)  	
              administering
                the Charters; 

            


    

     

    
      	(b)  	
              providing
                voyage estimates and accounts and calculating of hire, profit
                share, freights, demurrage and/or dispatch moneys due from or due
                to the
                Charterers; 

            


    

     

    
      	(c)  	
              monitoring
                the payment to the Company or the Vessel Owners or their nominees
                of all
                hire, profit share, freight revenues or other moneys to which the
                Company
                or the Vessel Owners may be entitled arising out of the Charter or
                other
                employment of the Vessel;

            


    

     

    
      	(d)  	
              furnishing
                the Crew of each Vessel with appropriate voyage instructions and
                monitoring voyage performance while using commercially reasonable
                efforts
                to achieve the most economical, efficient and quick dispatch of each
                Vessel between ports and at ports and terminals, if required;
                

            


    

     

    
      	(e)  	
              using
                due diligence, to ensure that each Vessel will be employed between
                safe
                ports, safe anchorages and safe berths, so far as this can be established
                by exercising due diligence, provided that the Manager shall only
                be
                required to exercise commercially reasonable efforts for such purpose;
                

            


    

     

    
      	(f)  	
              arranging
                the scheduling of each Vessel according to the terms of the Vessel’s
                employment; 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    
      	(g)  	
              carrying
                out all necessary communications with shippers, Charterers and others
                involved with the receiving and handling of each Vessel at the loading
                and
                discharging ports, including sending any notices required under the
                terms
                of each Vessel’s employment; and

            


    

     

    
      	(h)  	
              preparing
                off-hire statements and/or hire statements including obtaining port
                documents and expense supports necessary for such calculation.
                

            


    

     

    
      	3.3  	
              Administrative
                Services 

            


    

     

    The
      Manager shall provide the following administrative services (collectively
      referred to herein as the “Administrative
      Services”)
      to the
      Company:

     

    
      	3.3.1  	
              Accounting
                and Records

            


    

     

    The
      Manager will, on behalf of the Company, establish an accounting system,
      including the development, implementation, maintenance and monitoring of
      internal control over financial reporting and disclosure controls and
      procedures, and maintain Books and Records, with such adoptions or modifications
      as may be necessary to comply with Applicable Laws. The Books and Records will
      be the property of the Company but will be kept at the Manager’s primary office
      or such other place as the Company and the Manager may mutually determine.
      Upon
      expiry or termination of this Agreement, all of the Books and Records will
      be
      provided to the Company or a new manager, reasonably promptly, pursuant to
      Section 10.5.

     

    
      	3.3.2  	
              Reporting
                Requirements

            


    

     

    The
      Manager will prepare and deliver to the Chief Executive Officer, the President
      and Chief Operating Officer and the Chief Financial Officer the following
      reports:

     

    
      	(a)  	
              a
                monthly report to be delivered within forty-five (45) Business Days
                of the
                end of the month setting out the interim financial results of the
                Company
                for such month, including the comparison between the actual results
                and
                the budget, with an explanation for any major
                variances;

            


    

     

    
      	(b)  	
              a
                quarterly report to be delivered within seventy-five (75) Business
                Days of
                the end of each Fiscal Quarter setting out the interim financial
                results
                of the Company for such quarter, including the comparison between
                the
                actual results and the budget, with an explanation for any major
                variances;

            


    

     

    
      	(c)  	
              a
                draft of the reports, certificates, documents and other information
                required under the Credit Facility Agreements to be delivered five
                (5)
                Business Days prior to their required delivery to the lenders
                thereunder;

            


    

     

    
      	(d)  	
              as
                and when requested by the Board of Directors, the
                Chief Executive Officer, the President and Chief Operating Officer
                or the
                Chief Financial Officer, draft reports regarding financial and other
                information required in connection with the relevant Applicable Laws
                (including annual, quarterly, current and other reports that may
                be
                required to be filed under the Exchange Act and all other Applicable
                Laws); and

            


    

     

    
      	(e)  	
              other
                reports with respect to financial and other information of the Company
                that may be, from time to time, reasonably requested by the Company
                and
                consistent with the Manager’s obligations
                hereunder.

            


    

     

    
      	3.3.3  	
              Financial
                Statements and Tax Returns

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    At
      the
      instruction of the Chief Executive Officer, the President and Chief Operating
      Officer or the Chief Financial Officer, the Manager shall prepare for review
      by
      the Chief Executive Officer, the President and Chief Operating Officer and
      the
      Chief Financial Officer and audit committee of the Board of Directors the
      following:

     

    
      	(a)  	
              within
                seventy-five (75) Business Days of end of each six (6)-month period
                ended
                June 30, unaudited financial statements of the Company, to be reviewed
                by
                the external auditors of the Company, prepared in accordance with
                GAAP and
                the rules and regulations of the SEC, on a consolidated basis, for
                the six
                (6)-month period
                ended June 30 of such Fiscal Year; 

            


    

     

    
      	(b)  	
              as
                required by the rules and regulations of the SEC, Fiscal Year financial
                statements of the Company, to be audited by the external auditors
                of the
                Company, prepared in accordance with GAAP and the rules and regulations
                of
                the SEC, on a consolidated basis, for the relevant Fiscal Year;
                and

            


    

     

    
      	(c)  	
              tax
                returns for the Company and any other Group Company required by Applicable
                Laws to be filed in the manner prescribed by Applicable Laws, including
                attending to the time calculation and payment of all taxes payable
                by the
                Company.

            


    

    


    At
      the
      instruction of the Chief Executive Officer, the President and Chief Operating
      Officer or the Chief Financial Officer, the Manager will cause the Company’s
      external auditors to review unaudited six (6) month financial statements, audit
      Fiscal Year financial statements and cause the Company’s external tax advisors
      to finalize tax returns. The Manager will make available to the Company’s
      accountants the relevant Books and Records of the Company and will assist the
      accountants in otherwise preparing the relevant financial statements and tax
      returns.

     

    
      	3.3.4  	
              Budget
                and Corporate Planning

            


    

     

    
      	(a)  	
              Draft
                Budgets

            


    

     

    On
      or
      before October 31 or
      thereabouts of each year, the Manager, in consultation with the Chief Executive
      Officer, the President and Chief Operating Officer and the Chief Financial
      Officer, will prepare and submit to the Board of Directors a detailed draft
      budget for the next Fiscal Year in a format acceptable to the Board of
      Directors, which will include: (1) a statement of estimated revenue and
      expenses; and (2) a proposed budget for capital expenditures, repairs or
      alterations, including proposed expenditures in respect of dry-docking, together
      with an analysis as to when and why such replacements, improvements, renovations
      or expenditures may be required (the “Draft
      Budget”).

     

    (b) Process
      for Finalizing the Draft Budget

     

    For
      a
      period of thirty (30) days after receipt of the Draft Budget, the Board of
      Directors, from time to time, may request further details and submit written
      comments on the Draft Budget. The Company will give good faith consideration
      to
      the Draft Budget. If, after giving good faith consideration to the Draft Budget,
      the Company does not agree with any term thereof, the Company will, within
      the
      same thirty (30)-day period, give the Manager notice of the Company’s enquiry to
      the Draft Budget, which notice will include the list of the items under
      consideration (the “Questioned
      Items”)
      and a
      proposal for resolution of each such Questioned Item. The Company and the
      Manager will endeavour, both acting reasonably, to resolve any such differences
      between them with respect to the Questioned Items. In resolving any Questioned
      Item, the Company and the Manager will have regard to the Company’s obligations
      under the relevant Charters, any credit facilities or other financing documents,
      the amount of the Administrative Services Fee, Management Services Fee and
      commissions to be paid to the Manager and the amount of the Technical Services
      Fees to be paid to the Technical Manager.

     

    (c) Approved
      Budget

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    By
      December 31 of the relevant year, the Manager will prepare and deliver to the
      Company a revised budget that has been approved by the Board of Directors (the
      “Approved
      Budget”).
      However, the Company acknowledges that the Approved Budget is only an estimate
      of the performance of the Vessels and the Manager makes no assurance,
      representation or warranty that the actual performance of the Vessels in the
      applicable Fiscal Year will correspond to the estimates contained in the
      Approved Budget for that Fiscal Year. The Parties acknowledge that the
      projections contained in the Approved Budget are subject to, and may be affected
      by, changes in financial, economic, regulatory and other conditions and
      circumstances beyond the control of the Parties.

     

    (d) Amendments
      to Approved Budget

     

    The
      Manager may, from time to time, in any Fiscal Year amend the Approved Budget.
      Any amendment or increase to the Approved Budget in excess of 7.5% shall require
      fifteen (15) days’ prior notice to the Company, in which event the Company will
      have the right to approve the amendments in accordance with the process set
      out
      in Section 3.3.4(b) with the relevant time periods being amended accordingly
      and
      provided that any Questioned Items are resolved within forty-five (45) days
      of
      receipt of the notice by the Company. Whenever, due to circumstances beyond
      the
      reasonable control of the Manager, emergency expenditures are required to ensure
      that the Vessels are being operated and maintained as required under the
      Charters the Manager may make such emergency expenditures and reasonably request
      prompt reimbursement, thereof even if such expenditures are not included or
      reflected in the Approved Budget or subject to the amendment approval process
      set forth in this Section 3.3.4(d).

     

    (e) Advancement
      of Budgeted Amount

     

    On
      or
      before the first day of each month during the Term of this Agreement, the
      Manager shall advance to the Technical Manager from the applicable Vessel
      Owner’s bank accounts all amounts budgeted for the operation of each of the
      Vessels for such month. At the end of each calendar month or quarter, at the
      election of the Manager, the Manager shall with the Technical Manager
      preliminarily reconcile the amounts advanced by it to the Technical Manager
      with
      the amounts actually expended by the Technical Manager for the operation of
      each
      of the Vessels, and the Technical Manager shall remit to the Manager for the
      applicable Vessel Owner’s account, or credit to the Vessel Owner amounts to be
      advanced to it hereunder for future months, any unused portion of the amounts
      previously advanced by the Manager, or the Manager shall pay to the Technical
      Manager from the applicable Vessel Owner’s bank accounts any amounts properly
      expended by the Technical Manager for the Vessels in excess of the amounts
      previously advanced by the Manager. The Manager and the Technical Manager will
      reconcile any amounts due to the Vessel Owner by the Technical Manager or
      amounts due to the Technical Manager by the Vessel Owner for each Fiscal Year
      of
      the Group as promptly as practicable following the close of each such Fiscal
      Year. 

     

    
      	3.3.5  	
              Legal
                and Compliance Services

            


    

     

    
      	(a)  	
              Responsibility
                of the Manager

            


    

     

    The
      Manager shall assist the Company with the following whether or not related
      to
      the Vessels:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    
      	(i)  	
              ensuring
                that the Company is in compliance with all Applicable Laws, including
                without limitation, all relevant securities laws, and the rules and
                regulations of the SEC, the American Stock Exchange and any other
                securities exchange upon which the Company’s securities are
                listed;

            


    

     

    
      	(ii)  	
              arranging
                for the provision of advisory services to the Company with respect
                to the
                Company’s obligations under applicable securities legislation in the
                United States and arranging for compliance with all disclosure and
                reporting obligations under applicable securities legislation including
                the preparation for review, approval and filing by the Company of
                reports
                and other documents with the SEC and all other applicable regulatory
                authorities;

            


    

     

    
      	(iii)  	
              maintaining
                the Company’s corporate existence and good standing in all necessary
                jurisdictions and assisting in all other corporate and regulatory
                compliance matters;

            


    

     

    
      	(iv)  	
              ensuring
                that the Group owns or possesses all licenses, patents, copyrights
                and
                trademarks which are necessary and used in the operation of its
                business;

            


    

     

    
      	(v)  	
              investor
                relations matters on behalf of the
                Company;

            


    

     

    
      	(vi)  	
              administering
                and supervising Legal Actions by, against or in respect of any Vessel
                or
                any Group Company;

            


    

     

    
      	(vii)  	
              adjusting
                and negotiating settlements, with or on behalf of claimants or
                underwriters, of any claim
                or
                damages which are recoverable under policies of insurance;
                and

            


    

     

    
      	(viii)  	
              obtaining
                from the Technical Manager, at the request of the Company, all
                documentation and records related to the Safety Management System
                (SMS)
                and/or the Crew, which the Company needs in order to demonstrate
                compliance with the ISM Code and STCW 95 or to defend against a third
                party.

            


    

     

    
      	(b)  	
              Administration
                and Settlement of Legal Actions

            


    

     

    If
      any
      Legal Action is commenced against or is required to be commenced in favour
      of
      any Group Company or any Vessel, the Manager, with the approval of the President
      and Chief Operating Officer and the Chief Financial Officer, will arrange for
      the commencement or defence of such Legal Action, as the case may be, in the
      name of, on behalf of and at the expense of the Group Company, including
      retaining and instructing legal counsel, investigating the substance of the
      Legal Action and entering pleadings with respect to the Legal Action. The
      Manager may settle any Legal Action on behalf of the Group Company where the
      amount of settlement is less than $50,000 with the approval of the President
      and
      Chief Operating Officer and the Chief Financial Officer and, in excess of such
      amount, with the approval of the Board of Directors.

     

    (c) Labour
      Relations Proceedings

     

    For
      Legal
      Actions in favour of or against any Group Company that relate to labour
      relations or employment proceedings, strikes and collective bargaining other
      than with respect to the Crew, the Manager will represent such Group Company
      in
      any such labour relations or employment proceedings and will undertake any
      labour relations or employment negotiations in respect of any Group Company
      on
      behalf of such Group Company, should such representation or negotiations be
      required, with such labour organization or other entity that becomes lawfully
      entitled to represent employees of the Group other than the Crew. The Manager
      will keep the Company and relevant Group Company advised of the progress of
      any
      such labour relations proceedings or negotiations. The Manager may enter into
      collective bargaining agreements and other labour or employment agreements
      with
      respect to employees other than the Crew and any material amendments thereto
      provided that such agreements and amendments must have been approved by the
      Board of Directors if the terms and conditions of such agreement or amendment
      are inconsistent, in a material and adverse way to the Group Company, with
      other
      collective bargaining agreements concerning or in respect of employees other
      than the Crew.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    
      	3.3.6  	
              Bank
                Accounts

            


    

     

    The
      Manager will oversee banking services for the Company and the other Group
      Companies and maintain the general ledgers of the Group and will establish
      in
      the name of the Company an operating account, a retention account and such
      other
      accounts and with such financial institutions as the Company may request. The
      Manager will administer and manage all of the Group Companies’ accounts,
      including making any deposits and withdrawals reasonably necessary for the
      management of its business and day-to-day operations. The Manager will promptly
      deposit all moneys payable to the Company or any Group Company and received
      by
      the Manager on behalf of the Company or such Group Company, as applicable,
      into
      a bank account held in the name of the Company or such Group Company, as
      applicable. The Company will, and will cause each of the other Group Companies
      to, name the Manager as its representative for its banking accounts and to
      take
      all other actions as may be required to enable the Manager to perform its
      obligations hereunder.

     

    
      	3.3.7  	
              Other
                Administrative Services

            


    

     

    The
      Manager will:

     

    
      	(a)  	
              develop,
                maintain and monitor internal audit controls, disclosure controls
                and
                information technology for the
                Company;

            


    

     

    
      	(b)  	
              assist
                with arranging meetings of the Board of Directors, director accommodation
                and travel for meetings of the Board of Directors, and preparing
                meeting
                materials for meetings of the Board of
                Directors;

            


    

     

    
      	(c)  	
              prepare
                detailed papers and agendas for scheduled meetings of the Board of
                Directors (and any and all committees thereof) that, where applicable,
                contain such information as is reasonably available to the Manager
                to
                enable the Board of Directors (and any such committees) to base their
                opinion;

            


    

     

    
      	(d)  	
              in
                conjunction with the papers and agendas referred to in paragraph
                (c)
                above, prepare or cause to be prepared reports to be considered by
                the
                Board of Directors (or any applicable committee thereof) in accordance
                with the Company’s internal policies and procedures on any acquisition,
                investment or sale of any Crude Carrier or Group Company or any part
                of
                the Crude Carrier Business proposed for consideration by such Board
                of
                Directors and otherwise in respect of the performance of the Manager’s
                obligations under this Agreement;

            


    

     

    
      	(e)  	
              obtain
                on behalf of the Company general insurance, director and officer
                liability
                insurance and other insurance of the Company not related to the Vessels
                or
                the Crews that would normally be obtained for a company in a similar
                business to the Company;

            


    

     

    
      	(f)  	
              administer
                payroll services, benefits, directors fees, as applicable, for any
                other
                employee, officer or director of the Company other
                than the Manager’s Personnel and the Crew; 

            


    

     

    
      	(g)  	
              provide
                office space and office equipment for personnel of the Company in
                Hong
                Kong, including suitable office space for any clerical, secretarial,
                accounting and administrative assistance as may be reasonably
                necessary;

            


    

     

    
      	(h)  	
              provide
                assistance and advice to the Group with respect to any existing and
                future
                financings, including the monitoring and administration of the compliance
                with any applicable financing terms and conditions in effect with
                investors, banks or other financial institutions;
                

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    
      	(i)  	
              negotiate
                loan and credit terms with lenders in the ordinary course and monitor
                and
                maintain compliance therewith;

            


    

     

    
      	(j)  	
              negotiate
                and arrange for interest rate swap agreements, foreign currency contracts
                and forward exchange contracts;

            


    

     

    
      	(k)  	
              monitor
                the performance of investment
                managers;

            


    

     

    
      	(l)  	
              at
                the request and under the direction of the Company, handle all
                administrative and clerical matters in respect of (i) the convening
                and
                arrangement of all annual and/or special meetings of shareholders,
                (ii)
                the preparation of all materials (including notices of meetings and
                information circulars) in respect thereof and (iii) the submission
                of all
                such materials to the Company in sufficient time prior to the dates
                upon
                which they must be mailed, filed or otherwise relied upon so that
                the
                Company has a full opportunity to review, approve, execute and return
                them
                to the Manager for filing or mailing or other disposition as the
                Company
                may require or direct;

            


    

     

    
      	(m)  	
              provide,
                at the request and under the direction of the Company, such communications
                to the transfer agent for the Company as may be necessary or
                desirable;

            


    

     

    
      	(n)  	
              make
                recommendations to the Group Companies for the appointment of auditors,
                accountants, legal counsel and other accounting, financial or legal
                advisers, and technical, commercial, marketing or other independent
                experts;

            


    

     

    
      	(o)  	
              attend
                to all matters necessary for any reorganization, bankruptcy or insolvency
                petitions or proceedings, liquidation, dissolution or winding up
                of any
                Group Company;

            


    

     

    
      	(p)  	
              except
                as otherwise contemplated herein, representing any Group Company
                generally
                in its dealings and relations with third
                parties;

            


    

     

    
      	(q)  	
              providing
                assistance in the preparation of periodic and other reports, proxy
                statements, registration statements and other documents and reports
                required by Applicable Law or the rules of any securities exchange
                or
                inter-dealer quotation system on which the securities of the Company
                or
                any Group Company may be listed or
                quoted;

            


    

     

    
      	(r)  	
              preparing
                reports concerning the performance of the services hereunder and
                the
                performance of third parties with whom any member of the Group has
                contractual relationships and furnishing advice and recommendations
                with
                respect to all aspects of the business affairs of such member of
                the
                Group; and

            


    

     

    
      	(s)  	
              attend
                to all other administrative matters necessary to ensure the professional
                management of the Group’s business.

            


    

     

    
      	4.  	
              SUPERVISORY
                SERVICES

            


    

     

    
      	
              4.1 
                

            	
              The
                Manager shall procure the provision of the Technical Services, as
                well as
                any other usual and customary services with respect to the operation
                of
                each of the Vessels and the Crew, by the Technical Manager nominated
                by
                the Manager.

            


    

     

    
      	
              4.2  
                

            	
              The
                Manager shall supervise the provision of such Technical Services
                by the
                Technical Manager (the procurement and supervision of the Technical
                Services, collectively referred to herein as the “Supervisory
                Services”). 

            


    

     

    
      	4.3  	
              The
                Manager shall procure that the Technical Manager, and the Company
                shall
                cause each Vessel Owner to, enter into a Technical Services
                Agreement.

            


    

     

    
      	4.4  	
              The
                Company acknowledges that the Manager shall initially nominate Univan
                Ship
                Management International Limited as the Technical Manager. The Company
                acknowledges that Univan Ship Management International Limited intends
                to
                subcontract and delegate the performance of the Technical Services
                to
                Univan Ship Management Limited of Hong Kong and agrees, and will
                cause
                each Group Company to agree, to any such subcontract and delegation
                to
                Univan Ship Management Limited of Hong
                Kong.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    
      	4.5  	
              For
                the avoidance of doubt, the Manager may, in its sole discretion,
                nominate
                itself as the Technical Manager and enter into Technical Services
                Agreements with the Vessel Owners.

            


    

     

    
      	5.  	
              EMPLOYEES
                AND MANAGER’S PERSONNEL 

            


    

     

    
      	5.1  	
              Manager’s
                Personnel 

            


    

     

    The
      Manager will provide the Management Services and the Supervisory Services
      hereunder through the Manager’s Personnel. The Manager will be responsible for
      all aspects of the employment or other relationship of such Manager’s Personnel,
      including recruitment, training, staffing levels, compensation and benefits,
      supervision, discipline and discharge, and other terms and conditions of
      employment or contract, as required in order for the Manager to perform its
      obligations hereunder. 

     

    
      	5.2  	
              Officers 

            


    

     

    
      	5.2.1  	
              Chairman
                of the Board of Directors

            


    

     

    The
      Manager shall procure that its chairman, who shall initially be Captain
      Charles Arthur Joseph Vanderperre, shall be available to serve as chairman
      of the Company's Board of Directors (the “Chairman”).
      

     

    
      	5.2.2  	
              Chief
                Executive Officer

            


    

     

    The
      Manager shall make available to the Company Mr. Fred Cheng to serve as the
      chief
      executive officer of the Company, provided that if he is unwilling or incapable
      of so acting, the Manager shall appoint some other suitable person to serve
      in
      his place (Mr. Fred Cheng or such other person, the “Chief
      Executive Officer”).

     

    
      	5.2.3  	
              President
                and Chief Operating
                Officer

            


    

     

    The
      Manager shall make available to the Company Mr. Christoph Widmer to manage
      the
      Company’s day-to-day operations and affairs as the president and chief operating
      officer of the Company, provided that if he is unwilling or incapable of so
      acting, the Manager shall appoint some other suitable person to serve in his
      place (Mr. Christoph Widmer or such other person, the “President
      and Chief Operating Officer”).

     

    
      	5.2.4  	
              Chief
                Financial Officer

            


    

     

    The
      Manager shall make available to the Company Mr. Christoph Widmer to serve as
      the
      chief financial officer of the Company, provided that if he is unwilling or
      incapable of so acting, the Manager shall appoint some other suitable person
      to
      serve in his place (Mr. Christoph Widmer or such other person, the “Chief
      Financial Officer”).

     

    
      	5.2.5  	
              Other
                Executives

            


    

     

    The
      Manager shall make available to the Company such other executive officers to
      which the Company and the Manager agree, and may replace officers supplied
      from
      time to time. Notwithstanding the foregoing, the Company may employ directly
      any
      other officers or employees as it may deem necessary that will not be subject
      to
      this Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    
      	5.3  	
              Termination
                and Replacement of Executive
                Officers

            


    

     

    
      	5.3.1  	
              The
                Board of Directors may require any officer (other than the Chairman,
                the
                Chief Executive Officer, the President and Chief Operating Officer
                and
                the Chief Financial Officer) that is provided by the Manager to be
                an
                executive officer (or otherwise perform the duties of an executive
                officer) of the Company be relieved of his duties with respect to,
                and no
                longer serve as management for, the Company for any reason not prohibited
                by Applicable Laws. Such officer may continue to be employed by the
                Manager but shall no longer serve as management of the
                Company.

            


    

     

    
      	5.3.2  	
              The
                Board of Directors may require the Chief Executive Officer, the President
                and Chief Operating Officer or the Chief Financial Officer be relieved
                of
                his duties and no longer serve as chief executive officer, president
                and
                chief operating officer or chief financial officer, as the case may
                be,
                for the Company if the Board of Directors determines the Chief Executive
                Officer, President and Chief Operating Officer or Chief Financial
                Officer,
                as the case may be, is not performing the tasks and duties associated
                with
                his office with the skill, diligence and care of a chief executive
                officer, president and chief operating officer, chief financial officer,
                as the case may be, of a similarly situated company. The Chief Executive
                Officer, President and Chief Operating Officer or Chief Financial
                Officer,
                as the case may be, may continue to be employed by the Manager, but
                shall
                no longer serve as chief executive officer, president and chief operating
                officer or chief financial officer, as the case may be, of the
                Company.

            


    

     

    
      	5.3.3  	
              If
                any officer that is made available to the Company by the Manager
                resigns,
                is terminated or otherwise vacates his office, the Manager shall,
                as soon
                as reasonably practicable after acceptance of any resignation or
                after
                termination, use commercially reasonable efforts to identify suitable
                candidates for replacement of such officer for the approval by the
                Board
                of Directors. The Manager and the Company shall use commercially
                reasonable efforts to minimize interruption in the performance of
                the
                duties of such officer.

            


    

     

    
      	5.4  	
              Other
                Duties of Manager’s
                Personnel

            


    

     

    The
      Company acknowledges that the Chairman, Chief Executive Officer, President
      and Chief Operating Officer, Chief
      Financial Officer and other officers provided by the Manager and the other
      Manager’s Personnel that provide the Management Services or the Supervisory
      Services may engage in business activities of the Manager and its Subsidiaries
      and Affiliates that are unrelated to and may compete with the Company,
      including, but not limited to, the provision of technical, commercial,
      administrative and investment management services to others, and that conflicts
      of interest may exist. 

     

    
      	5.5  	
              Reporting
                Structure 

            


    

     

    The
      Chief
      Executive Officer will report to and be under the direction of the Board of
      Directors. The Manager will report to the Company and the Board of Directors
      through the Chief Executive Officer. 

     

    
      	6.  	
              COVENANTS
                OF THE MANAGER 

            


    

     

    The
      Manager hereby agrees and covenants with the Company that, for so long as this
      Agreement is effective, the Manager shall: 

     

    
      	(a)  	
              obtain
                professional indemnity insurance and other insurance and maintain
                such
                coverage as is reasonable having regard to the nature and extent
                of the
                Manager’s obligations under this Agreement and customary practice in the
                Manager’s industry in Asia; 

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              exercise
                the same degree of due care, skill and diligence as is customary
                for
                managers of third party Crude Carrier Businesses in carrying out
                its
                duties under this Agreement as required by Applicable Laws;
                

            


    

     

    
      	(c)  	
              provide
                the Board of Directors with all information in relation to the performance
                of the Manager’s obligations under this Agreement as the Board of
                Directors may reasonably request; 

            


    

     

    
      	(d)  	
              ensure
                that all material property of the Company is clearly identified as
                such,
                held separately from property of the Manager and, where applicable,
                in
                safe custody; and 

            


    

     

    
      	(e)  	
              ensure
                that all property of the Company (other than money to be deposited
                to any
                bank account of the Company) is transferred to or otherwise held
                in the
                name of the Company or any nominee or custodian appointed by the
                Company.
                

            


    

     

    
      	7.  	
              COVENANTS
                OF THE COMPANY

            


    

     

    
      	7.1  	
              The
                Company shall notify the Manager as soon as possible of any change
                in the
                Group as a result of the purchase of any Vessel or New Build, the
                sale of
                any Vessel, the purchase or sale of any direct or indirect subsidiary,
                the
                creation or divestiture of any subsidiary, or any other structural
                change
                and shall promptly amend Schedule A, as applicable, to be reflective
                of
                any such change.  Such amended Schedule A shall be effective on any
                such day as mutually agreed in writing by the Company and the Manager,
                which date shall be no later than five (5) calendar days after delivery
                of
                such amended Schedule A to the Manager by the
                Company.

            


    

    


    
      	7.2  	
              For
                each Vessel now or hereinafter owned by any Group Company, the Company
                shall cause such Group Company to enter into a Technical Services
                Agreement with the Technical Manager in the form of the Technical
                Services
                Agreements then in place between the Technical Services Manager and
                the
                Group Companies, with such alterations and additions as are appropriate
                (provided, that any alterations or additions which materially vary
                from
                such form shall require the written approval of the Technical Manager
                and
                the Board of Directors).

            


    

    


    
      	8.  	
              MANAGER’S
                COMPENSATION 

            


    

     

    
      	8.1  	
              Management
                Services Fees 

            


    

     

    In
      consideration of the Manager providing the Management Services and the
      Supervisory Services, the Company shall pay the Manager the following
      fees:

     

    
      	(a)  	
              an
                monthly administrative services fee, payable monthly in arrears as
                per the
                following table:

            


    

     

    
      	 	
              For
                the period beginning the date of Closing and ending June 30,
                2009

            	
              $25,000
                per month

            
	 	
              For
                the twelve months ending June 30, 2010

            	
              $50,000
                per month

            
	 	
              For
                the twelve months ending June 30, 2011

            	
              $75,000
                per month

            


    

     

    (the
      “Administrative
      Services Fee”);

     

    
      	(b)  	
              a
                management fee of $3,500 per day per each New Vessel and for each
                Option
                Vessel for providing the commercial, chartering and administrative
                services, payable monthly in arrears (the “Management
                Services Fee”);

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    
      	(c)  	
              a
                commission fee equal to 1.25% calculated on the gross freight, demurrage,
                charter hire, profit share and ballast bonus obtained for (i) the
                employment of each Vessel on contracts or charter parties entered
                into
                during the term of this Agreement or (ii) the employment of each
                Option
                Vessel on contracts or charter parties entered into during, or entered
                into prior to and existing during, the term of this Agreement, in
                each
                case payable to the Manager monthly in arrears, only to the extent
                such
                freight, demurrage, charter hire, profit share and ballast bonus,
                as the
                case may be, is paid or otherwise collected;
                and

            


    

     

    
      	(d)  	
              a
                commission equal to 1.00% calculated on the price set forth in the
                memorandum of agreement of any New Vessel bought or sold for or on
                behalf
                of any Group Company (including the Option Vessels), payable upon
                final
                delivery to such Group Company.

            


    

     

    The
      Company hereby expressly authorizes the Manager to pay the Administrative
      Services Fee, the Management Services Fee and the commissions set forth in
      Sections 8.1(c) and 8.1(d) from the Company’s bank accounts to the Manager’s
      bank account when such fees and commissions become due and payable.

     

    
      	8.2  	
              Expenses

            


    

     

    
      	8.2.1  	
              The
                Company acknowledges and agrees that, except as otherwise provided
                in
                Section 8.2.2, the Manager shall provide the Management Services
                and
                Supervisory Services to the Company at the Company’s own cost and be
                entitled to reimbursement by the Company for any and all costs and
                expenses, except for those costs and expenses set forth in Section
                8.2.2,
                incurred by the Manager in the provision of the Management Services
                and
                Supervisory Services. For the avoidance of doubt, the Manager shall
                have
                no obligation to advance moneys to cover any costs and expenses incurred
                in its provision of the Management Services and Supervisory Services,
                except for those costs and expenses set forth in Section 8.2.2, and,
                in
                the event of any such advance, shall be entitled to interest at a
                rate
                equivalent to the Manager’s cost of funds.


            


    

     

    
      	8.2.2  	
              The
                Manager shall bear the usual costs and expenses of the Manager’s Personnel
                (including salaries, wages, payroll taxes and costs of employee benefit
                plans of such personnel other than the stock or incentive schemes
                referred
                to in Section 8.7; but not including any costs or expenses incurred
                in
                connection with travel of such personnel for the provision of the
                Management Services and Supervisory Services) and the costs and expenses
                relating to any office space maintained by the Manager and any related
                overhead (including rent, utilities, furniture and equipment and
                other
                usual office expenses) incurred by the Manager in providing the Management
                Services and Supervisory Services to the
                Company.

            


    

     

    
      	8.3  	
              Adjustment
                to Fees 

            


    

     

    The
      Administrative Services Fee and the Management Services Fee set forth in Section
      8.1(a) and 8.1(b) above, respectively, shall remain in effect until June 30,
      2011 and thereafter will be adjusted every year beginning July 1, 2011. Sixty
      (60) days prior to June 30, 2011 and the end of each successive one (1)-year
      period thereafter, the Manager and the Company will negotiate a new Management
      Services Fee for the successive one (1)-year period (the
      “Adjusted
      Administrative Services Fee”
or
      the
“Adjusted
      Management Services Fee”,
      as
      applicable), which will be set at mutually agreed upon rates between the Company
      and the Manager no later than thirty (30) days prior to the commencement of
      the
      successive one (1)-year period. 

     

    
      	8.4  	
              Dispute
                Resolution of Fees 

            


    

     

    If
      the
      Company and the Manager are unable to agree on the Adjusted Administrative
      Services Fee or the Adjusted Management Services Fee pursuant to Section 8.3
      within thirty (30) days prior to the end of each such successive one (1)-year
      period, or are unable to agree on a Technical Services Fee, the Company and
      the
      Manager will engage an independent arbitrator to determine the fair market
      value
      of the provision of the Management Services and the Supervisory Services to
      the
      Company, or the provision of the Technical Services by the Technical Manager,
      as
      the case may be, in accordance with this Agreement (the “Fair
      Market Fee”).
      In
      determining the Fair Market Fee, the arbitrator will be provided with the
      proposed terms of the Adjusted Administrative Services Fee and/or the Adjusted
      Management Services Fee, as the case may be, discussed between the Company
      and
      the Manager in the prior thirty (30)-day period, or the proposed Technical
      Services Fee, as the case may be, all the relevant historical information
      regarding the Group and the Vessels for the previous one (1)-year period, the
      anticipated costs in providing the Management Services and the Supervisory
      Services for the next one (1)-year period or
      in
      providing the Technical Services, as the case may be, and any other information
      that the Company or the Manager may deem relevant or that the arbitrator may
      reasonably request. The arbitrator will determine the Fair Market Fee within
      thirty (30) days of its engagement and furnish the Company and the Manager
      with
      its determination and the Adjusted Administrative Services Fee and/or the
      Adjusted Management Services Fee for the ensuing one (1)-year period or
      the
      Technical Services Fee, as the case may be. Such decision of the arbitrator
      shall be final and binding on the Parties absent manifest error. The Adjusted
      Administrative Services Fee or the Adjusted Management Services Fee for any
      one
      (1)-year period, the Adjusted Administrative Fee or the Adjusted Management
      Services Fee, as the case may be, will be the greater of (a) the Fair Market
      Fee
      determined by the arbitrator; and (b) the Adjusted Administrative Services
      Fee
      or the Management Services Fee, as the case may be, in effect for the preceding
      one (1)-year period. The fees and expenses of the arbitrator will by paid by
      the
      Company.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    
      	8.5  	
              Technical
                Services Fees 

            


    

     

    For
      the
      avoidance of doubt, none of the Administrative Services Fee, the Management
      Services Fees or the commissions set forth in Sections 8.1(c) or 8.1(d) are
      inclusive of the fees and expenses to be paid to the Technical Manager in
      consideration of the Technical Manager’s provision of the Technical Services
      (the “Technical
      Services Fee”),
      which
      shall be separately negotiated and set forth in the Technical Services
      Agreement. 

     

    
      	8.6  	
              Pre-delivery
                Services Fees

            


    

    For
      the
      avoidance of doubt, none of the Administrative Services Fee, the Management
      Services Fees, the commissions set forth in Sections 8.1(c) or 8.1(d) or the
      Technical Services Fees are inclusive of compensation or fees for the provision
      of Pre-delivery Services by the Manager or any third party procured by the
      Manager. Compensation, fees and other amounts payable with respect to the
      provision of Pre-delivery Services by the Manager or any third party shall
      be
      separately negotiated and agreed between the Company and the Manager and any
      third party procured to provide such services, as applicable.

    


    
      	8.7  	
              Incentivisation
                of the Manager 

            


    

     

    The
      Manager and the Company agree that the Manager and/or the Manager’s Personnel
      shall be eligible to participate in any stock or other incentive scheme
      established by the Company in such manner as the Board of Directors shall
      determine from time to time. The Company shall inform the Manager of any
      allocation of benefits under any such scheme to the Manager and/or the Manager’s
      Personnel from time to time.

     

    
      	8.8  	
              Direction
                to Pay 

            


    

     

    By
      written notice to the Company, the Manager may direct the Company to pay any
      amounts owing under this Agreement to an Affiliate of the Manager, pursuant
      to a
      subcontract of any provisions of this Agreement, directly to such Affiliate.
      

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    
      	9.  	
              LIABILITY
                OF THE MANAGER; INDEMNIFICATION 

            


    

     

    
      	9.1  	
              Liability
                of the Manager 

            


    

     

    The
      Manager shall not be liable whatsoever to the Company for any losses, expenses,
      claims, costs, liabilities or damages or delays of whatsoever nature, whether
      direct or indirect, (including, but not limited to, loss of profit or
      consequential, special or punitive damages) unless and to the extent that such
      loss, damage, delay or expense resulted from:

     

    
      	(a)  	
              the
                fraud, gross negligence or wilful misconduct of the Manager or any
                of
                Manager’s Personnel (“Manager
                Misconduct”);
                or

            


    

     

    
      	(b)  	
              a
                material and continuing breach of this Agreement by the
                Manager;

            


    

     

    in
      which
      case the Manager shall be liable only for direct, compensating losses, expenses,
      claims, costs, liabilities or damages or delays arising therefrom. Under no
      circumstances shall the Manager be liable for any indirect losses, expenses,
      claims, costs, liabilities or damages or delays or any special, consequential
      or
      punitive damages.

     

    
      	9.2  	
              Extraordinary
                Costs and Capital
                Expenditures

            


    

     

    
      	9.2.1  	
              Notwithstanding
                anything to the contrary in this Agreement, the Manager shall
                not be responsible for paying any losses, expenses, claims, costs,
                liabilities or damages or delays in respect of any
                Vessel.

            


    

     

    
      	9.2.2  	
              The
                Technical Manager will be responsible for paying the costs associated
                with
                the provision of Technical Services as set forth in the Technical
                Services
                Agreement, but in no event will be responsible for certain “extraordinary
                costs and expenses”, including:

            


    

     

    
      	 	
              (a)

            	
              repairs,
                refurbishment or modifications resulting from maritime accidents,
                collisions, other accidental damage or unforeseen events (except
                to the
                extent that such accidents, collisions, damage or events are due
                to gross
                negligence or wilful misconduct of the Technical Manager unless and
                to the
                extent otherwise covered by
                insurance);

            


    

     

    
      	 	
              (b)

            	
              unscheduled
                or non-routine dry-docking of a
                Vessel;

            


    

     

    
      	 	
              (c)

            	
              any
                improvement, upgrade or modification to, structural changes with
                respect
                to or the installation of new equipment aboard any Vessel that results
                from a change in, an introduction of new, or a change in the
                interpretation of, Applicable Laws, whether at the recommendation
                of the
                classification society for that Vessel or otherwise;
                or

            


    

     

    
      	 	
              (d)

            	
              any
                increase in Crew Employment and Support Expenses resulting from an
                introduction of new, or a change in the interpretation of, Applicable
                Laws, market forces or otherwise.

            


    

     

    For
      the
      avoidance of doubt, if the Technical Manager should pay any extraordinary costs
      and expenses of the type set forth in this Section 9.2.2, then the Technical
      Manager shall be entitled to reimbursement from the relevant Vessel
      Owner.

     

    
      	9.3  	
              Manager
                Indemnification 

            


    

     

    The
      Company will indemnify and save harmless the Manager, and its respective current
      and former directors, officers, employees, subcontractors and current and future
      Affiliates (the “Manager
      Indemnified Persons”)
      from
      and against any and all Losses incurred or suffered by the Manager Indemnified
      Persons by reason of, resulting from, in connection with, or arising in any
      manner whatsoever out of or in the course of their performance of this Agreement
      or a Legal Action brought or threatened against such Manager Indemnified Persons
      in connection with their performance of this Agreement, other than for any
      Losses related to:

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    
      	(a)  	
              Manager
                Misconduct; or 

            


    

     

    
      	(b)  	
              any
                material and continuing breach of this Agreement by the Manager.
                

            


    

     

    
      	9.4  	
              Company
                Indemnification 

            


    

     

    The
      Manager will indemnify and save harmless each Group Company, and its respective
      current and former directors, officers, employees, subcontractors and current
      and future Affiliates (the “Company
      Indemnified Persons”)
      from
      and against any and all Losses incurred or suffered by the Company Indemnified
      Persons, related to: 

     

    
      	(a)  	
              Manager
                Misconduct; or 

            


    

     

    
      	(b)  	
              any
                material and continuing breach of this Agreement by the Manager.
                

            


    

     

    
      	9.5  	
              Limitation
                Regarding the Technical Services 

            


    

     

    Notwithstanding
      anything to the contrary in this Agreement, the Manager shall not be liable
      for
      any of the actions of the Technical Manager or any subcontractor engaged by
      the
      Technical Manager, even if such actions are negligent, grossly negligent or
      wilful, except and only to the extent that they are shown to have resulted
      from
      a failure by the Manager to properly supervise the provision of Technical
      Services by the Technical Manager pursuant to Section 4, in which case its
      liability shall be determined in accordance with the terms of this Section
      9.

     

    
      	10.  	
              TERM
                AND TERMINATION 

            


    

     

    
      	10.1  	
              Initial
                Term 

            


    

     

    The
      initial term of this Agreement shall be effective as of the Closing and end
      on
      December 31, 2028, unless terminated earlier pursuant to this Agreement (the
      “Initial
      Term”).
      

     

    
      	10.2  	
              Renewal
                Term 

            


    

     

    This
      Agreement shall, without any further act or formality on the part of any
      Parties, on the expiration of the Initial Term, or any Renewal Term, be
      automatically renewed for a further term of five (5) years (each a “Renewal
      Term”)
      unless
      notice of termination is given by the Company to the Manager in accordance
      with
      Section 10.3(d) or by the Manager to the Company in accordance with Section
      10.4(a). 

     

    
      	10.3  	
              Termination
                by the Company 

            


    

     

     This
      Agreement may be terminated by the Company: 

     

    
      	(a)  	
              if,
                at any time, there has been a material breach of this Agreement by
                the
                Manager and the matter is not remedied or is unresolved pursuant
                to the
                dispute resolution procedures set forth in Section 11 after ninety
                (90)
                days (“Manager
                Breach”);
                

            


    

     

    
      	(b)  	
              if,
                at any time, 

            


    

     

    
      	(i)  	
              the
                Manager has been convicted of, has entered a plea of guilty with
                respect
                to, or has entered into a plea bargain or settlement admitting guilt
                for,
                a crime, which conviction, plea bargain or settlement is demonstrably
                and
                materially
                injurious to the Company; and 

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    
      	(ii)  	
              a
                majority of the holders of the outstanding Common Shares elect to
                terminate the Agreement; 

            


    

     

    (together,
      “Manager
      Cause”);
      

     

    
      	(c)  	
              by
                notice in writing given to the Manager within thirty (30) days after
                the
                occurrence of a Manager Change of Control for which the Board of
                Directors
                has not given its consent (such consent not to be unreasonably withheld
                or
                delayed); or

            


    

     

    
      	(d)  	
              if
                two-thirds of the independent members of the Board elect to terminate
                this
                Agreement at the end of the Initial Term or any Renewal Term by notice
                in
                writing given to the Manager no later than six (6) months before
                the
                expiry of the Initial Term or the Renewal Term (as the case may be).
                

            


    

     

    
      	10.4  	
              Termination
                by the Manager 

            


    

     

    This
      Agreement may be terminated by the Manager: 

     

    
      	(a)  	
              at
                the end of the Initial Term or any Renewal Term by notice in writing
                given
                to the Company no later than six (6) months before the expiry of
                the
                Initial Term or the Renewal Term (as the case may be);
                

            


    

     

    
      	(b)  	
              if,
                at any time, the Company materially breaches this
                Agreement and the matter is not remedied or is unresolved pursuant
                to the
                dispute resolution procedures set forth in Section 11 after ninety
                (90)
                days (“Company
                Breach”);
                or

            


    

     

    
      	(c)  	
              if,
                at any time, the Manager becomes aware of the occurrence of a Company
                Change of Control. 

            


    

     

    
      	10.5  	
              Effects
                of Termination or Expiry 

            


    

     

    Upon
      lawful termination or expiry of this Agreement, this Agreement will be void
      and
      there shall be no liability on the part of any Party (or their respective
      officers, directors or employees) except that the obligation of the Company
      to
      pay to the Manager or its Affiliates the amounts accrued but outstanding under
      Section 8 and the terms and conditions set forth in Sections 9, 10.6 and 12
      shall survive such termination. Upon termination under this Section 10 or upon
      expiry, the Company may direct the Manager to undertake,
      at the
      cost of the Company, any actions reasonably necessary to transfer any aspect
      of
      the ownership or control of the assets of the Group Companies to the Group
      Companies or to any nominee of the Group Companies and to do all other things
      reasonably necessary to bring the appointment of the Manager to an end at the
      appropriate time, and the Manager shall comply with all such reasonable
      directions. Upon termination or expiry of this Agreement, the Manager shall
      deliver to any new manager or the Company any Books and Records held by the
      Manager under this Agreement and shall execute and deliver such instruments
      and
      do such things as may reasonably be required to permit the new manager of the
      Company or Group Companies to assume its responsibilities, in each case at
      the
      cost and expense of the Company.

     

    
      	11.  	
              DISPUTE
                RESOLUTION 

            


    

     

    
      	11.1.1  	
              Any
                dispute arising out of or in connection with this Agreement shall
                be
                referred to arbitration in London in accordance with the Arbitration
                Act
                1996 or any statutory modification or reenactment thereof save to
                the
                extent necessary to give effect to the provisions of this
                Section.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    
      	11.1.2  	
              The
                arbitration shall be conducted in accordance with the London Maritime
                Arbitrators Association (LMAA) Terms current at the time when the
                arbitration proceedings are
                commenced.

            


    

     

    
      	11.1.3  	
              All
                disputes arising out of this Agreement shall be arbitrated in London
                in
                the following manner.  One arbitrator is to be appointed by each of
                the Parties
                hereto and a third by the two so chosen.  Their decision or that of
                any two of them shall be final and, for the purpose of enforcing
                any
                award, this Agreement may be made a rule of the court.  The
                arbitrators shall be commercial persons, conversant with shipping
                matters.   Such arbitration is to be conducted in accordance
                with the rules of the London Maritime Arbitrators Association terms
                current at the time when the arbitration proceedings are commenced
                and in
                accordance with the Arbitration Act 1996 or any statutory modification
                or
                re-enactment thereof.

            


    

     

    
      	11.1.4  	
              In
                the event that the Owner or the Manager shall state a dispute and
                designate an arbitrator, in writing, the other Party shall have twenty
                (20) Business Days to designate its own arbitrator. Upon failure
                to do so,
                the arbitrator appointed by the other Party can render an award
                hereunder.

            


    

     

    
      	11.1.5  	
              Until
                such time as the arbitrators finally close the hearings, either Party
                shall have the right by written notice served on the arbitrators
                and on
                the other Party to specify further disputes or differences under
                this
                Agreement for hearing and
                determination.

            


    

     

    
      	11.1.6  	
              The
                arbitrators may grant any relief, and render an award, which they
                or a
                majority of them deem just and equitable and within the scope of
                the
                Agreement of the parties, including but not limited to the posting
                of
                security.   Awards pursuant to this Section 11 may include
                costs, including a reasonable allowance for attorneys’ fees, and judgments
                may be entered upon any award made herein in any court having
                jurisdiction.

            


    

     

    
      	12.  	
              GENERAL 

            


    

     

    
      	12.1  	
              Assignment 

            


    

     

    The
      Parties may not assign any of their rights under this Agreement in whole or
      in
      part without the prior written consent of the other Parties, which consent
      may
      be arbitrarily withheld. 

     

    
      	12.2  	
              Force
                Majeure 

            


    

     

    Neither
      of the Parties shall be under any liability for any failure to perform any
      of
      their obligations hereunder if any of the following occurs (each a “Force
      Majeure Event”):
      

     

    
      	(a)  	
              any
                event, cause or condition which is beyond the reasonable control
                of any or
                all of the Parties and which prevents any or all of the Parties from
                performing any of its obligations under this Agreement;
                

            


    

     

    
      	(b)  	
              acts
                of God, including fire, explosions, unusually or unforeseeably bad
                weather
                conditions, epidemic, lightening, earthquake, tsunami or washout;
                

            


    

     

    
      	(c)  	
              acts
                of public enemies, including war or civil disturbance, vandalism,
                sabotage, terrorism, blockade or insurrection;


            


    

     

    
      	(d)  	
              acts
                of a Governmental
                Authority, including injunctions or restraining orders issued by
                any
                judicial, administrative or regulatory authority, expropriation or
                requisition; 

            


    

     

    
      	(e)  	
              government
                rule, regulation or legislation, embargo or national defence requirement;
                or 

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    
      	(f)  	
              labour
                troubles or disputes, strikes or lockouts, including any failure
                to settle
                or prevent such event which is in the control of any Party.
                

            


    

     

    A
      Party
      will give written notice to the other Party promptly upon the occurrence of
      a
      Force Majeure Event. 

     

    
      	12.3  	
              Confidentiality 

            


    

     

    Each
      Party agrees that, except with the prior written consent of the other Party,
      it
      shall at all times keep confidential and not disclose, furnish or make
      accessible to anyone (except to employees, agents, professional advisors or
      sub
      contractors in the ordinary course of business) any confidential or proprietary
      information, knowledge or data concerning or relating to the other Party and
      to
      the business or financial affairs of the other Party to which such Party has
      been or shall become privy by reason of this Agreement, except for any (a)
      disclosure required by judicial or administrative process (including discovery
      for litigation), (b) information that becomes publicly available through no
      fault of such Party or otherwise ceases to be confidential, (c) information
      required by law or applicable stock exchange rules, (d) disclosure made to
      a
      Person under a binding confidentiality agreement in favour of the Party whose
      confidential or proprietary information is being disclosed or (e) for purposes
      of enforcing this Agreement. 

     

    
      	12.4  	
              Change
                of Control

            


    

     

    
      	12.4.1  	
              The
                Company shall give the Manager at least thirty (30) Business Days’ prior
                written notice of a proposed Company Change of Control and shall
                give the
                Manager written confirmation of the occurrence thereof no later than
                two
                (2) Business Days after such
                occurrence.

            


    

     

    
      	12.4.2  	
              The
                Manager shall give the Company written notice of a Manager Change
                of
                Control no later than ten (10) Business Days after the Manager becomes
                aware of the occurrence thereof. If the Manager requests the consent
                of
                the Board of Directors to a Manager Change of Control, such consent
                of the
                Board of Directors shall not be unreasonably withheld or
                delayed.

            


    

     

    
      	12.5  	
              Notices 

            


    

     

    
      	12.5.1  	
              Each
                notice, consent or request required to be given to a Party pursuant
                to
                this Agreement must be given in writing. A notice may be given by
                delivery
                to an individual or by fax, and will be validly given if delivered
                on a
                Business Day to an individual at the following address, or, if transmitted
                on a Business Day by fax addressed to the following Party:
                

            


    

     

    Van
      Asia
      Tankers Corporation

    [TO
      COME]

    Fax:
      [TO
      COME]

    Attention:
      [TO COME]

     

    [Van
      Asia
      Capital Management Limited]

    [TO
      COME]

    Fax:
      [TO
      COME]

    Attention:
      [TO COME]

     

    or
      to any
      other address, fax number or individual that the Party designates. 

     

    
      	12.5.2  	
              Any
                notice 

            


    

     

    
      	(a)  	
              if
                validly delivered, will be deemed to have been given when delivered;
                

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              if
                validly transmitted by fax before 3:00 p.m. (local time at the place
                of
                receipt) on a Business Day, will be deemed to have been given on
                that
                Business Day; and 

            


    

     

    
      	(c)  	
              if
                validly transmitted by fax after 3:00 p.m. (local time at the place
                of
                receipt) on a Business Day, will be deemed to have been given on
                the
                Business Day after the date of the transmission.
                

            


    

     

    
      	12.6  	
              Third
                Party Rights 

            


    

     

    The
      provisions of this Agreement are enforceable solely by the Parties to this
      Agreement, and no shareholder, employee, agent of any Party or any other Person
      shall have the right, separate and apart from the Parties hereto to enforce
      any
      provision of this Agreement or to compel any Party to this Agreement to comply
      with the terms of this Agreement. 

     

    
      	12.7  	
              Severability 

            


    

     

    Each
      provision of this Agreement is several. If any provision of this Agreement
      is or
      becomes illegal, invalid or unenforceable in any jurisdiction, the illegality,
      invalidity or unenforceability of that provision will not affect: 

     

    
      	(a)  	
              the
                legality, validity or enforceability of the remaining provisions
                of this
                Agreement; or 

            


    

     

    
      	(b)  	
              the
                legality, validity or enforceability of that provision in any other
                jurisdiction; 

            


    

     

    except
      that if: 

     

    
      	(c)  	
              on
                the reasonable construction of this Agreement as a whole, the
                applicability of the other provision presumes the validity and
                enforceability of the particular provision, the other provision will
                be
                deemed also to be invalid or unenforceable; and


            


    

     

    
      	(d)  	
              as
                a result of the determination by a court of competent jurisdiction
                that
                any part of this Agreement is unenforceable or invalid and, as a
                result of
                this Section 12.7, the basic intentions of the parties in this Agreement
                are entirely frustrated, the parties will use all reasonable efforts
                to
                amend, supplement or otherwise vary this Agreement to confirm their
                mutual
                intention in entering into this Agreement.


            


    

     

    
      	12.8  	
              Governing
                Law 

            


    

     

    This
      Agreement shall be governed by and construed in accordance with English
      law.

    


    
      	12.9  	
              Binding
                Effect 

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their successors, but shall not be assignable except as provided in Section
      12.1. 

     

    
      	12.10  	
              Amendment
                and Waivers 

            


    

     

    No
      amendment, supplement, waiver, restatement or termination of any provision
      of
      this Agreement is binding unless it is in writing and signed by each Person
      that
      is a party to this Agreement at the time of the amendment, supplement,
      restatement or termination. 

     

    
      	12.11  	
              Entire
                Agreement 

            


    

     

    This
      Agreement constitutes the entire agreement among the Parties pertaining to
      the
      subject matter hereof and supersedes all prior agreements and understandings
      pertaining thereto. 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    
      	12.12  	
              Waiver 

            


    

     

    No
      failure by any Party to insist upon the strict performance of any covenant,
      duty, agreement or condition of this Agreement or to exercise any right or
      remedy consequent upon a breach thereof shall constitute a waiver of any such
      breach or of any other covenant, duty, agreement or condition. 

     

    
      	12.13  	
              Counterparts 

            


    

     

    This
      Agreement may be executed in any number of counterparts, all of which together
      shall constitute one agreement binding on the Parties hereto. 

     

    


     

    [Signature
      page follows.]

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto
      as
      of the date first above written. 

       

    VAN
      ASIA TANKERS CORPORATION

     

    By:
      ________________________________

    Name:

    Title: 

    


    


    [VAN
      ASIA CAPITAL MANAGEMENT LIMITED]  

     

    
      By:
        ________________________________

      Name:

      Title: 

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A

    


    VESSELS
      AND INITIAL TECHNICAL SERVICES FEES

     

    The
      following table lists the Vessels that are presently owned or will be acquired
      by the Company on Closing. 

    


    
      	
              Vessel
                Name

            	
              Name
                of Owner

            	
              IMO
                No.

            	
              Official
                No.

            	
              Year
                Built and Date of Registry

            
	
              Shinyo
                Alliance

            	
              Shinyo
                Alliance Limited

            	
              8919130

            	
              HK-0848

            	
              1991

              17
                May 2002

            
	
              C.
                Dream

            	
              Shinyo
                Dream Limited

            	
              9182318

            	
              HK-0990

            	
              2000

              17
                February 2003

            
	
              Shinyo
                Kannika

            	
              Shinyo
                Kannika Limited

            	
              9197870

            	
              HK-1423

            	
              2001

              16
                November 2004

            
	
              Shinyo
                Ocean

            	
              Shinyo
                Ocean Limited

            	
              9197868

            	
              HK-1841

            	
              2001

              9
                January 2007

            
	
              Shinyo
                Jubilee

            	
              Shinyo
                Jubilee Limited

            	
              8705979

            	
              HK-1469

            	
              1988

              19
                February 2005

            
	
              Shinyo
                Splendor

            	
              Shinyo
                Loyalty Limited

            	
              9004530

            	
              HK-1236

            	
              1993

              17
                February 2004

            
	
              Shinyo
                Mariner

            	
              Shinyo
                Mariner Limited

            	
              8917481

            	
              HK-1493

            	
              1991

              19
                March 2005

            
	
              Shinyo
                Navigator

            	
              Shinyo
                Navigator Limited

            	
              9081186

            	
              HK-1804

            	
              1996

              14
                December 2006

            
	
              Shinyo
                Sawako

            	
              Shinyo
                Sawako Limited

            	
              9083964

            	
              HK-1681

            	
              1995

              9
                March 2006

            


    

    


    


    
      
        
        

      

      
        Sch.
          A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF TECHNICAL SERVICES AGREEMENT

    


    THIS
      MANAGEMENT AGREEMENT
      dated
      _________ is made between

    


    
      	
              1.

            	
              [                       
                ] whose
                registered office is
                [                        
                ] (the "Vessel Owner");
                and

            


    

     

    
      	
              2.

            	
              [                       
                ] whose
                registered office is
                [                        
                ] (the "Technical Manager").


            


    

    


    Whereby
      it is agreed: -

    


    A Appointment

    


    (1) The
      Vessel Owner hereby appoints the Technical Manager, and the Technical Manager
      hereby accepts the appointment, as technical manager of the vessel (the
      "Vessel") described briefly as:

     

    
      
        	 	
                Name
                  of Vessel

              	
                :

              	 
	 	
                Flag
                  & Port of Registry

              	
                :

              	 
	 	
                Registered
                  Tonnage

              	
                :

              	 
	 	
                Classification

              	
                :

              	 
	 	
                Year
                  Built

              	
                :

              	 


      

    

    


    
      	
              (2)

            	
              The
                Technical Manager shall during the continuance of this Agreement
                have the
                sole and exclusive management of the Vessel and shall to the best
                of its
                ability and in accordance with sound ship management practice represent
                the Vessel Owner in connection with such management and the exercise
                of
                the powers hereby conferred upon
                it.

            


    

    


    
      	
              B

            	
              Period
                of Agreement

            


    

    


    
      	
              (1)

            	
              The
                Technical Manager's appointment as manager of the Vessel shall be
                deemed
                to have commenced on the date hereof.


            


    

    


    
      	
              (2)
                

            	
              The
                said appointment shall continue indefinitely unless and until it
                is
                terminated as specified below.

            


    

     

    
      	
              (3)

            	
              The
                monthly management fee shall accrue from the earlier of (a) the date
                hereof and (b) the date of delivery of the Vessel to the Technical
                Manager
                up to and including the effective termination date, as set out under
                clauses B(4), B(5), B(6) and B(7)
                below.

            


    

    


    
      	
              (4)
                

            	
              The
                initial term of this Agreement shall be three (3) years from the
                date
                hereof. This Agreement shall, without any further act or formality
                on the
                part of the Vessel Owner or the Technical Manager, continue beyond
                such
                initial three (3) year term unless either the Vessel Owner or the
                Technical Manager terminates this Agreement by giving to the other
                at
                least twelve (12) months prior written notice of termination of this
                Agreement. The effective termination date will be the last day of
                the
                notice period except in the event that the actual physical delivery
                of the
                Vessel is not effected within the notice period, in which case this
                Agreement shall be deemed to continue in full force up to and including
                the day of actual physical delivery of the
                Vessel.

            


    

    


    
      	
              (5)
                

            	
              If
                (a) an order is made or (b) a resolution is passed for the winding
                up,
                dissolution, liquidation or bankruptcy of either the Vessel Owner
                or the
                Technical Manager (other than for the purpose of a reconstruction
                or
                amalgamation) or (c) a receiver is appointed of either party's business
                or
                property or (d) one of the parties suspends or ceases to carry on
                its
                business or makes any special arrangement or composition with its
                creditors, (each of (a), (b), (c) and (d), an "Early Termination
                Event")
                then either the Vessel Owner or the Technical Manager may terminate
                this
                Agreement at any time after such Early Termination Event has occurred
                by
                giving to the other party written notice of such Early Termination
                Event,.
                The effective termination date will be the day of actual physical
                delivery
                of the Vessel from the Technical Manager to the Vessel
                Owner.

            


    

    


    
      
        
        

      

      
        Ex.
          A-1

        
          

        

      

      
        
        

      

       

    

    
      	
              (6)

            	
              If
                the Vessel is sold or disposed of, then this Agreement shall be deemed
                to
                be automatically terminated without notice. The effective termination
                date
                will be the date which falls three months after the day of actual
                physical
                delivery of the Vessel.

            


    

    


    
      	
              (7)

            	
              If
                the Vessel becomes a total loss or is declared as a constructive
                or
                compromised or arranged total loss or is requisitioned, then this
                Agreement shall be deemed to be automatically terminated without
                notice.
                The effective termination date will be the date which falls three
                months
                after the date as of which the Vessel is deemed to be lost or
                requisitioned. The Vessel shall not be deemed to be lost unless either
                (a)
                she has become an actual total loss or (b) agreement has been reached
                with
                her underwriters in respect of her constructive, compromised or arranged
                total loss, or if such agreement with her underwriters is not reached,
                it
                is adjudged by a competent tribunal that a constructive loss of the
                Vessel
                has occurred.

            


    

    


    
      	
              (8)
                

            	
              The
                termination of this Agreement shall be without prejudice to all rights
                accrued due between the parties up to and including the effective
                termination date. 

            


    

    


    
      	
              C

            	
              Technical
                Services

            


    

    


    
      	
              (1)

            	
              The
                Technical Manager shall, without in any way detracting from the generality
                of any of its powers and obligations contained in this Agreement,
                have the
                right and power to act in its own or the Vessel Owner's name but
                for the
                account of the Vessel Owner to do or perform any or all of the following:
                

            


    

    


    
      	 	
              (a)

            	
              to
                attend to and deal with the maintenance, manning, equipment, furnishing,
                victualling, provision of marine and engineer superintendents and
                arranging and supervising surveys maintenance, repairs, alterations
                and
                renewals to hull, machinery, boilers, auxiliaries, accommodation
                and
                storage of Vessel;

            


    

    


    
      	 	
              (b)

            	
              to
                provide all customary owner's duties in relation to manning and crew
                welfare and amenities for the crew of the
                Vessel;

            


    

    


    
      	 	
              (c)

            	
              To
                represent the Vessel Owner and negotiate agreements with the International
                Transport Workers' Federation in respect of the Vessel's
                crew.

            


    

    


    
      	 	
              (d)

            	
              to
                provide deck, cabin and engine stores and spare gear and lubricating
                oil
                and other necessary or usual service to the
                Vessel;

            


    

    


    
      	 	
              (e)

            	
              if
                required by the Vessel Owner, to arrange and maintain the usual insurances
                and P&I cover in respect of the Vessel (subject to the Vessel Owner's
                prior approval of the brokers or the insurers and the amount and
                scope of
                cover) and any other customary or special insurance (including crew
                personal accident insurance, defence cover and war
                risks);

            


    

    


    
      	 	
              (f)

            	
              to
                handle and settle (with insurance intermediaries and loss adjusters)
                all
                claims, negotiations and correspondence connected with the Vessel's
                insurances (except cargo claims which will be handled by the Vessel
                Owner
                or their commercial managers) and any salvage, general and particular
                average and other claims in respect of the
                Vessel;

            


    

    


    
      
        
        

      

      
        Ex.
          A-2

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (g)

            	
              to
                provide the Vessel Owner with copies of all cover notes, insurance
                policies and certificates of entries in P&I and insurers or brokers'
                undertakings in respect of the Vessel if these are arranged by or
                through
                the Technical Manager;

            


    

    


    
      	 	
              (h)

            	
              to
                attend to all matters relating to the operation and navigation of
                the
                Vessel (including compliance with STCW 95 requirements) and to make
                all
                disbursements in connection with the management or otherwise in relation
                to the Vessel and to contract and pay on behalf of the Vessel Owner
                such
                debts and liabilities as are reasonably required in managing the
                Vessel
                and to maintain detailed and analysed accounts relating to the Vessel
                and
                supplying copies or abstracts as required or as are otherwise herein
                provided for;

            


    

    


    
      	 	
              (i)

            	
              to
                arrange and contract for all repairs to the Vessel including hull,
                machinery, boilers, tackle, apparel, furniture, equipment and spare
                parts
                and including maintenance and voyage repairs and replacements necessary
                to
                maintain the Vessel in class and in an efficient state of repair
                and
                condition; and 

            


    

    


    
      	 	
              (j)

            	
              to
                report periodically to the Vessel Owner in respect of the Vessel's
                technical and operational performance,
                to control the budget and vessel’s
                condition.

            


    

    


    
      	
              (2)

            	
              The
                Technical Manager's powers shall exclude negotiating and/or concluding
                any
                charters or contracts of
                affreightment.

            


    

    


    
      	
              (3)

            	
              The
                Technical Manager shall be entitled to allocate its manpower; resources
                and services, as it thinks fit between all vessels under its management
                from time to time.

            


    

    


    
      	
              (4)

            	
              The
                Technical Manager shall be deemed to be the "Company" as defined
                in the
                ISM Code and shall assume responsibility for the operation of the
                Vessel
                and for the duties and responsibilities imposed by the ISM
                Code.

            


    

    


    
      	
              D

            	
              Expenses

            


    

    


    
      	
              (1)

            	
              Subject
                to the provisions hereof the Vessel Owner will pay to the Technical
                Manager all disbursements and expenses reasonably incurred by the
                Technical Manager in the performance of its obligations under this
                Agreement. The Technical Manager shall have no obligation to advance
                moneys to fund the Vessel's expenses but if it does advance any funds
                then
                the Technical Manager shall be entitled to charge interest on the
                sum
                advanced to the Vessel Owner at the prevailing prime rate for US
                dollars
                quoted by the Technical Manager’s bankers plus 3% p.a. The Vessel Owner
                shall also reimburse the Technical Manager for any exchange rate
                loss
                suffered or incurred by the Technical Manager in the course of carrying
                out its duties hereunder.

            


    

    


    
      	
              (2)

            	
              The
                Technical Manager will at the commencement of this Agreement and
                every
                October 31 or thereabouts provide the Vessel Owner with a budget
                which
                shall reflect estimated costs and expenses of running the Vessel
                during
                the calendar year following the said budget.


            


    

    


    
      	
              (3)

            	
              The
                Vessel Owner shall pay to the Technical Manager in advance a sum
                equal to
                one-twelfth of the said annual budget by telegraphic remittance within
                the
                first week of each month unless the Vessel Owner notifies the Technical
                Manager it will fund the Technical Manager in accordance with clause
                D(7).

            


    

    


    
      	
              (4)

            	
              Not
                later than the eighth (8th)
                working day of each calendar month the Technical Manager shall send
                to the
                Vessel Owner by fax or a telex a summary of the actual operating
                costs of
                the Vessel during the preceding
                month.

            


    

    


    
      	
              (5)

            	
              Not
                later than the twentieth (20th)
                working day of each calendar month the Technical Manager shall send
                to the
                Vessel Owner a written statement supported by vouchers showing the
                actual
                operating costs of the Vessel during the preceding
                month.

            


    

    


    
      
        
        

      

      
        Ex.
          A-3

        
          

        

      

      
        
        

      

       

    

    
      	
              (6)

            	
              Every
                three (3) months the Technical Manager shall send to the Vessel Owner
                a
                full statement showing the actual operating costs of the Vessel during
                the
                proceeding three months and
                including:

            


    

    


    
      	 	
              (a)

            	
              trial
                balances prepared monthly during that three (3) months period following
                receipt of the Master's monthly portage bills and expenses
                report;

            


    

    


    
      	 	
              (b)

            	
              comparison
                with the budget specified in clause D(2) hereof;
                and

            


    

    


    
      	 	
              (c)

            	
              a
                narrative report commenting on the operation of the Vessel and of
                the
                variances between the actual operating costs and the budgeted
                costs.

            


    

    


    
      	
              (7)

            	
              Subject
                to clause D(3), within three (3) days of receipt of the report referred
                to
                in clause D(4), the Vessel Owner shall remit each month an amount
                equal to
                the actual operating costs of the Vessel during the preceding month
                as
                specified in the said report.

            


    

    


    
      	
              (8)

            	
              After
                inspecting the Vessel and having agreed with the Vessel Owner any
                modifications and repairs necessary to put the Vessel in condition
                to
                satisfy the Technical Manager's minimum requirements for safe and
                efficient operation, the Technical Manager will submit to the Vessel
                Owner
                a separate budget for initial expenses for repairs, modifications,
                first
                fitting and storing. The Vessel Owner will remit forthwith to the
                Technical Manager such budgeted amount together with one-twelfth
                of the
                said annual budget to fund the expenses of the Vessel in the first
                month.

            


    

    


    
      	
              (9)

            	
              Out
                of the management fees specified in clause I(1) the Technical Manager
                shall, at its own expense, provide all shore-based officers and office
                staff necessary for the discharge of its duties hereunder and shall
                pay
                for all ordinary office stationery, postage, telephone and other
                office
                expenses incurred by it as the Technical Manager in the performance
                of its
                duties or the exercise of its powers pursuant to this
                Agreement.

            


    

    


    
      	
              (10)

            	
              The
                Vessel Owner shall reimburse the Technical Manager for all
                telecommunication and radio accounting charges, officers' and crew's
                wages, pensions and insurance contributions and all superintendent's
                travelling and incidental expenses and all other expenses properly
                and
                reasonably incurred by the Technical Manager in relation to the Vessel
                in
                order to perform its obligations or exercise its powers under this
                Agreement. In this regard, Superintendents visits for Vessel Inspection,
                dry-docking, Repairs and Vessel Owners visits in excess of thirty-six
                (36)
                days
                will be billed at a rate of US$500 per day or part thereof, such
                rate to
                be reviewed by the Vessel Owner and Technical Manager every two (2)
                years
                and revised as may be mutually agreed between them.
                

            


    

    


    
      	
              (11)

            	
              All
                remittances to the Technical Manager referred to in this clause D
                shall be
                remitted by telegraphic transfer or SWIFT (SWIFT address
                [                      
                ] for credit to
                [                     
                ] client account
                [                      
                ], account #
                [                      
                ]. 

            


    

    


    
      	
              (12)

            	
              The
                Vessel Owner shall provide the Technical Manager with a bank guarantee
                from a first class European or American bank with an office in [Hong
                Kong], or remit a deposit to the Technical Manager, equivalent to one
                month's budgeted expenses of the Vessel. If the Technical Manager
                does not
                receive any funds due to the Technical Manager pursuant to clause
                D(3) or
                D(7) by the fifteenth (15th)
                working day of the then current month then the Technical Manager
                may draw
                upon the guarantee or the deposit. The Vessel Owner shall replace
                immediately any security drawn upon by the Technical
                Manager.

            


    

    


    E 
Records
      and Accounts

    


    
      	 	
              The
                Technical Manager undertakes to keep on behalf of the Vessel Owner
                proper
                books records and accounts (which shall include all vouchers and
                supporting documents) relating to the management, operations and
                maintenance of the Vessel in accordance with good shipping accounting
                practices. Such books, records and accounts will be available to
                the
                Vessel Owner or their representatives for inspection and audit at
                reasonable times.

            


    

    


    
      
        
        

      

      
        Ex.
          A-4

        
          

        

      

      
        
        

      

    

    F 
Subcontracts

    


    
      	
              (1)

            	
              The
                Technical Manager shall be entitled to subcontract and delegate to
                [                      
                ], but not any other person or company without the prior written
                consent
                of the Vessel Owner (which consent shall not unreasonably be withheld),
                any or all of its obligations and rights pursuant to this Agreement
                and
                ancillary to its appointment as the technical manager of the Vessel
                ([                      
                ] or such other person or company, the "Technical Sub-Manager").
                The
                Technical Manager shall procure that any such Technical Sub-Manager
                provides a direct undertaking to the relevant Vessel Owners to perform
                and
                act in accordance with the terms of this Agreement, such undertaking
                from
                the Technical Sub-Manager to be in form and substance reasonably
                satisfactory to the Technical
                Manager.

            


    

    


    
      	
              (2)

            	
              The
                Vessel Owner hereby authorizes the Technical Manager to advance or
                remit
                funds to the Technical Sub-Manager from the bank account aforesaid
                for the
                purposes of paying (in advance or in arrears) fees or expenses properly
                incurred by the Technical Sub-Manager or by the Technical Manager
                on
                behalf of the Vessel Owner pursuant to the terms and authority of
                this
                Agreement. For the avoidance of doubt, the Technical Sub-Manager
                and
                companies associated with the Technical Sub-Manager may be a payee,
                beneficiary or recipient of such advances or remittances.
                

            


    

    


    G 
Performance

    


    
      	 	
              The
                Technical Manager undertakes to provide the services specified in
                this
                Agreement and to exercise all or any of its powers and duties in
                accordance with the policies and instructions from time to time determined
                by the Vessel Owner and notified to the Technical Manager. The Technical
                Manager shall at all times use its best endeavours to promote and
                protect
                the interests of the Vessel Owner and shall procure that the Technical
                Sub-Manager, if any, does the same.

            


    

    


    H  Other
      Business

     

    
      	 	
              The
                Technical Manager and/or the Technical Sub-Manager, if any, shall
                not be
                restricted from carrying on or being interested in any business in
                which
                they are engaged at the date hereof or may undertake hereafter which
                is or
                may be similar to or competitive with the business of the Vessel
                Owner.

            


    

    


    I
       Fees

    


    
      	
              (1)

            	
              Pre-Delivery
                Fee. The Vessel Owner will pay to the Technical Manager an initial
                pre-delivery fee of US$ prior to initial delivery of the Vessel.
                Such fee
                shall be paid simultaneously with the payment referred to in clause
                D(8)
                above, and in any event within three (3) business days of the date
                of
                actual physical delivery of the Vessel to the Technical Manager (or
                the
                Technical Sub-Manager, if any).

            


    

    


    
      	
              (2)

            	
              Management
                Fee. The Vessel Owner will pay to the Technical Manager a management
                fee
                of US$ per month from the earlier of (a) the date hereof and (b)
                the date
                of delivery of the Vessel to the Technical Manager, up to and including
                the effective termination date, as set out under clauses B(4), B(5),
                B(6)
                and B(7), respectively. Such management fee to be paid monthly in
                advance
                and pro rata for each partial month during this Agreement. Such management
                fee to be payable on a gross basis without deduction for commissions,
                brokerage fees, taxes or charges of any kind due or payable to third
                parties. Such management fee to be reviewed and agreed two (2) months
                before the beginning of each calendar
                year.

            


    

    


    
      	
              (3)

            	
              Re-Delivery
                Fee. The Vessel Owner will pay to the Technical Manager a re-delivery
                fee
                equal to one (1) month's management fee at the then prevailing rate
                of the
                Management Fee. Such re-delivery fee shall be paid at or before the
                day of
                actual physical delivery of the Vessel to the Vessel Owner or its
                nominees
                or a buyer, as the case may be. 

            


    

    


    
      
        
        

      

      
        Ex.
          A-5

        
          

        

      

      
        
        

      

       

    

    
      	
              (4)

            	
              Commissions
                and Rebates. The Technical Manager shall be entitled to receive for
                its
                own account all normal or customary commissions, discounts and rebates
                arising in consequence or in respect of the performance of any services
                under this Agreement.

            


    

    


    J 
Contracts
      and Indemnities

    


    
      	
              (1)

            	
              The
                Vessel Owner hereby ratifies, confirms and undertakes to ratify and
                confirm all and whatsoever acts the Technical Manager or the Technical
                Sub-Manager, if any, shall lawfully and reasonably do or permit or
                cause
                to be done in the performance of its duties under this Agreement.
                

            


    

    


    
      	
              (2)

            	
              The
                Vessel Owner undertakes to indemnify the Technical Manager and the
                Technical Sub-Manager, if any, at all times against (i) all actions,
                proceedings, claims, demands or liabilities whatsoever against or
                by the
                Technical Manager or the Technical Sub-Manager, if any, in respect
                of its
                acts and omissions in the performance of its obligations or the exercise
                of its powers (and/or the purported performance or exercise of powers)
                pursuant to this Agreement and (ii) all costs, damages and expenses
                which
                the Technical Manager or the Technical Sub-Manager, if any, may incur
                or
                suffer in defending, settling or contesting the same or otherwise
                in
                consequence of the performance of its obligations under this Agreement.
                However: -

            


    

    


    
      	 	
              (a)

            	
              the
                provisions of this Clause shall be without prejudice to any claim
                which
                the Vessel Owner may have against the Technical Manager or the Technical
                Sub-Manager, if any, for breach of duty; and


            


    

    


    
      	 	
              (b)

            	
              the
                Technical Manager or the Technical Sub-Manager, if any, shall not
                be
                liable for the negligence of any officer or crew of the
                Vessel.

            


    

    


    
      	
              (3)

            	
              The
                Vessel Owner hereby undertakes to procure that:


            


    

    


    
      	 	
              (a)
                

            	
              the
                Vessel shall be insured at all times with first class insurers for
                its
                sound market value and entered for its full gross tonnage for all
                usual
                risks which a prudent owner would insure against including (i) hull
                and
                machinery risks (including crew negligence and excess liabilities)
                and
                (ii) protection and indemnity risks (including pollution) and (iii)
                war
                risks;

            


    

    


    
      	 	
              (b)

            	
              the
                Technical Manager and the Technical Sub-Manager, if any, shall be
                named as
                full joint members/co-assured in their respective capacities in all
                insurance policies covering the Vessel; and


            


    

    


    
      	 	
              (c)

            	
              the
                Technical Manager and the Technical Sub-Manager, if any, shall not
                be
                liable for payment of any premium or P&I call arising from such
                policies and the Vessel Owner hereby indemnifies the Technical Manager
                and
                the Technical Sub-Manager, if any, against any such liability for
                future
                calls or premium.

            


    

    


    
      	
              (4)

            	
              The
                Technical Manager's maximum liability to the Vessel Owner pursuant
                to this
                Agreement shall not exceed an amount equal to ten (10) times the
                annual
                management fee specified in clause
                I(1).

            


    

    


    K 
Lien

    


    
      	 	
              The
                Technical Manager shall have a lien over the Vessel, its appurtenances
                and
                stores for the due performance by the Vessel Owner of its obligations
                hereunder.

            


    

    


    L 
Force
      Majeure

    


    
      
        
        

      

      
        Ex.
          A-6

        
          

        

      

      
        
        

      

       

    

    
      	 	
              The
                Technical Manager and the Technical Sub-Manager, if any, shall have
                no
                responsibility or liability for failure to perform the management
                services
                by reason of force majeure. The term "force majeure" shall be interpreted
                according to English law from time to time but shall include all
                events or
                circumstances beyond the control of either or both parties and which
                by
                using proper and reasonable effort the parties are unable to prevent
                or
                overcome.

            


    

    


    M 
Notices

    


    
      	
              (1)

            	
              Any
                notices required to be served hereunder shall be in writing and may
                be
                served by sending the same by prepaid (airmail) letter post or telex
                or by
                delivering the same (against receipt) to the address or telex or
                fax
                number (as the case may be) of the party to be served as set out
                below or
                to such other address or telex or fax number as may from time to
                time be
                notified by that party for the
                purpose.

            


    

    


    (a)
      To
      the Vessel Owner:  

    


      

     

    


    (b)
      To
      the Technical Manager: 

    


    


    


    


    
      	
              (2)

            	
              Notices
                served by telex or fax as aforesaid shall be deemed to have been
                served on
                the business day following transmission provided the receiving party's
                telex "Answerback" appears on the notice served by telex or the relevant
                fax transmission report indicates "OK". Notices served by mail as
                aforesaid shall be deemed to have been served on the fifth (5th)
                business day following posting.

            


    

    


    N 
Law
      and Arbitration

    


    
      	
              (1)

            	
              This
                Agreement shall be governed by English
                law.

            


    

    


    
      	
              (2)

            	
              Any
                dispute or difference arising between the parties hereto concerning
                the
                construction, meaning, intention or performance of this Agreement
                shall be
                determined by referring the matter to arbitration by one (1) arbitrator
                jointly appointed in London subject to the Arbitration Act then
                applicable. If the parties can not agree on a single arbitrator then
                each
                party hereto shall appoint one (1) arbitrator and both arbitrators
                shall
                nominate the third (3rd)
                arbitrator or shall request the President for the time being of the
                Law
                Society of England and Wales to nominate the third
                arbitrator.

            


    

    


    O 
Confidentiality

    


    
      	 	
              The
                parties hereto shall keep this Agreement confidential and shall not
                disclose it to any third party unless compelled to do so by law or
                by
                Government decision.

            


    

    


    
      	
              P

            	
              Technical
                Manager’s Right of
                Assignment

            


    

    


    
      	 	
              The
                Technical Manager may, in its discretion, assign all of its obligations
                and rights pursuant to this Agreement and ancillary to this appointment
                to
                an affiliated company.

            


    

     

    In
      Witness whereof, this Agreement has been executed in duplicate by the parties
      on
      the date first above written.

    


    For
      and
      on behalf of the Vessel Owner   For
      and
      on behalf of the Technical Manager  

     

     

    
      
        
        

      

      
        Ex.
          A-7