----

| 1.     | DEFINITIONS      AND INTERPRETATIONS                                            | 4      |
|--------|---------------------------------------------------------------------------------|--------|
|   |                                                                            |   |
| 2.     | SCOPE      OF ACTIVITIES AND COMMENCEMENT                                       | 6      |
|   |                                                                            |   |
| 3.     | POOL      VESSELS                                                               | 7      |
|   |                                                                            |   |
| 4.     | TERMS      OF ENTRY                                                             | 8      |
|   |                                                                            |   |
| 5.     | OWNERS      AND QUALIFYING CHARTERS                                             | 8      |
|   |                                                                            |   |
| 6.     | FIRST      ON HIRE AND VESSELS CHARTERED BY PARTICIPANTS                        | 9      |
|   |                                                                            |   |
| 7.     | NOTIFICATION      OF NEW POOL VESSELS                                           | 9      |
|   |                                                                            |   |
| 8.     | INSURANCE                                                                       | 10     |
|   |                                                                            |   |
| 9.     | ADDITIONAL      POLLUTION LIABILITY INSURANCE                                   | 11     |
|   |                                                                            |   |
| 10.    | TECHNICAL      MANAGEMENT                                                       | 11     |
|   |                                                                            |   |
| 11.    | AGENCY                                                                          | 11     |
|   |                                                                            |   |
| 12.    | COMMERCIAL      MANAGEMENT                                                      | 11     |
|   |                                                                            |   |
| 13.    | INDEMNITY,      LIABILITY AND SECURITY                                          | 13     |
|   |                                                                            |   |
| 14.    | CALCULATION      OF POOL NET REVENUE, GROSS POOL REVENUE AND POOL EXPENSES      | 13     |
|   |                                                                            |   |
| 15.    | HIRE/WORKING      CAPITAL                                                       | 15     |
|   |                                                                            |   |
| 16.    | ON      AND OFF HIRE AND VETTING                                                | 16     |
|   |                                                                            |   |
| 17.    | FINANCIAL      STATEMENTS/ACCOUNTS, AUDIT AND REIMBURSEMENT OF POOL    EXPENSES | 18     |
|   |                                                                            |   |
| 18.    | CASH      MANAGEMENT                                                            | 18     |
|   |                                                                            |   |
| 19.    | PARTICIPANTS'      MEETINGS                                                     | 19     |
|   |                                                                            |   |
| 20.    | NEW      PARTICIPANTS AND NEW POOL VESSELS                                      | 19     |
|   |                                                                            |   |
| 21.    | WITHDRAWAL                                                                      | 20     |
|   |                                                                            |   |
| 22.    | WINDING      UP OF THE POOL                                                     | 21     |
|   |                                                                            |   |
| 23.    | DEFAULT                                                                         | 22     |
|   |                                                                            |   |
| 24.    | RIGHTS      ON TERMINATION AND WITHDRAWAL                                       | 23     |
|   |                                                                            |   |
| 25.    | FORCE      MAJEURE CLAUSE                                                       | 23     |

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| 26.    | COMPETITION         | 23     |
|--------|---------------------|--------|
|   |                |   |
| 27.    | CONFIDENTIALITY     | 23     |
|   |                |   |
| 28.    | ASSIGNMENT          | 23     |
|   |                |   |
| 29.    | NOTICE              | 23     |
|   |                |   |
| 30.    | ARBITRATION         | 25     |
|   |                |   |
| 31.    | NO      PARTNERSHIP | 25     |
|   |                |   |
| 32.    | GOVERNING      LAW  | 25     |
|   |                |   |

----

| 1. | GEMINI TANKERS LLC, a      limited liability company organized and existing under the laws of the      Marshall Islands (the "Pool Manager"), which is      a wholly owned subsidiary of TeekayCorporation; |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | TEEKAY CHARTERING LTD., KOENIG      & Cie. GMBH & CO and HYUNDAI MERCHANT MARINE (EUROPE)      LTD.; |
|----|--------------------------------------------------------------------------------------------------------------|

| 3. | FRONTLINE CHARTERING SERVICES,      INC. ("FCS") |
|----|--------------------------------------------------|

| (A) | The      Pool Manager together with the other participants to the Original Pool      Agreement established a pool of modern, double hulled tankers of the      Suezmax type ("Suezmax      Vessels") on the terms of the Original Pool    Agreement. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (B) | Immediately      prior to the entering into of this Agreement, the participants in the Pool      (as defined below) under the Original Pool Agreement were Teekay      Chartering Ltd., Koenig & Cie. GMBH & Co. and Hyundai Merchant      Marine (Europe) Ltd. (hereinafter referred to as the “Original      Participants”). |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (C) | The      Suezmax Vessels allowed to participate in the Pool (as defined below) as      of the date hereof are those that are of more than 140,000 DWT, have      marine diesel engines and are constructed with centerline bulkheads      ("Qualifying      Vessels"). |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (D) | The      Pool is commercially operated by the Pool Manager which employs the      vessels in the Pool under COAs (as defined below) and Transportation      Contracts (as defined below). |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (E) | FCS      has decided to join the Pool with its fleet of Suezmax      Vessels. |
|-----|-------------------------------------------------------------------------------|

| (F) | The      Participants  are, as of the date hereof, owners of or have      effective operational control of the Suezmax Vessels listed under their      respective names in Schedule A hereto and have agreed to participate in      the Pool  on the terms and conditions as set out herein      below. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 1.     | DEFINITIONS      AND INTERPRETATIONS |
|--------|--------------------------------------|
|   |                                 |

----

----

| 2.     | SCOPE      OF ACTIVITIES AND COMMENCEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.1.   | The      purpose of this Agreement is to establish a common marketing and      commercial operation and employment of the Pool Vessels for the purpose      providing better services and more flexible transportation arrangements to      customers worldwide requiring the services of Suezmax tankers and for the      purpose of maximizing their earnings and minimizing the related expenses      through improved scheduling and bulk buying of goods and services related      to voyage expenses, all for the benefit of a flexible and efficient      operation of the Pool Vessels.                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.2.   | The      Participants are aware of the 25 September 2006 decision of the      Competitiveness Council empowering the European Commission to apply EC      Treaty competition rules to cabotage and tramp shipping by extending the      scope of the competition implementing rules (Regulation      1/2003).                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Participants have assessed the expected impact of this Agreement to the      market for the employment of the Pool Vessels, and are of the opinion that      this Agreement will not be in violation of the EC Treaty competition rules      or other applicable competition rules, taking into consideration the      additional flexibility and efficiencies the pool cooperation will bring,      the number of Pool Vessels controlled by the Participants relative to the      total number of Suezmax Vessels in the market and the ability of the      Participants to take the Pool Vessels out of the Pool and to compete with      the Pool.                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.3.   | The      Participants have reviewed the European Commission’s final guidelines (the      “Guidelines”)      published July 2, 2008 on the application of competition rules to maritime      transport and do not consider that the Pool violates these. If the      Participants otherwise become aware that this Agreement potentially      violates the Guidelines or other applicable competition rules, the      Participants will immediately, in good faith, meet to negotiate such      amendments to this Agreement as are deemed necessary to bring this      Agreement in full compliance with the applicable competition rules, or,      alternatively, forthwith terminate this Agreement in accordance with      Article 22. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.4.   | The      Pool shall take effect on the restated and amended terms set forth herein      as of the date all of the Participants have executed this      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.     | POOL      VESSELS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.1.   | Each      Participant shall procure that the following vessels shall be entered in      the Pool:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 3.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the      Controlled Vessels listed against its name on Schedule A (the "InitialVessels");      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | 3.1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any      Qualifying Vessel which, at any future time, becomes a Controlled Vessel      (the "New      Vessels"). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |

----

| 3.2.   | The      Pool Manager agrees to accept all Required Vessels into the      Pool.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.3.   | The      Pool Manager may, at any time after the Commencement Date, fix any      Required Vessel for operation after the date the Required Vessel becomes a      Pool Vessel.                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.4.   | Following      the Commencement Date, a Required Vessel shall become a Pool Vessel upon      dropping its last outward sea pilot free of cargo and slops with      approximately 3000 metric tons of bunkers on board, or when the Required      Vessel is within 20 days steaming (at 15 kts) from the load port in the      natural load port area for a new cargo or the load port in the natural      load port area for a new cargo or the load port nominated by the Pool      Manager for its first voyage as a Pool Vessel, whichever is the      nearest. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Each      New Vessel shall enter the Pool with a value of approx. 3000 mt of      bunkers. Any difference from this standard and the actual value of bunkers      on board on its delivery, to the Pool shall be added to or subtraded from      the Working Capital, cfr. Clause 15.6, save that should the New Vessel      have less than approx. 2,000 mts of bunkers on board, the Pool Manager has      the right to refuse to enter the Vessel into the Pool until such time as      bunker quantities are within the provisions of this  clause.            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.5.   | Each      Participant shall, in relation to each Pool Vessel of which it is the      Responsible Participant:                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 3.5.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | maintain      the Pool Vessel in a seaworthy condition and to the technical and      operational standards set forth in the Participating Charter, the OCIMF      and HVPQ, obtain and maintain all required ISM Certificates and keep the      Pool Vessel classed with a classification society that is a member of      IACS; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 3.5.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | obtain      and maintain the minimum number of vettings at the intervals stated in the      Participating Charter throughout the period it is a Pool Vessel. The Pool      Manager shall advise Participants which vetting approvals are necessary.      The responsibility for obtaining and maintaining the vetting shall be that      of the Participant. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 4.     | TERMS      OF ENTRY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 4.1.   | Each      Pool Vessel shall be entered in the Pool on the terms  of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 4.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the      Participating Charter, subject to such reasonable modifications in      relation to trading range, etc as the Responsible Participant proposes and      the Pool Manager accepts before the Vessel becomes a Pool Vessel (such      acceptance not to be unreasonably withheld), and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 4.1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | an      OCIMF HVPQ and required vetting approvals (cfr. Clause 3.5.2) applicable      to the Pool Vessel; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | but      such documents shall not constitute a charter between the Responsible      Participant and the Pool Manager. The OCIMF HVPQ shall be initialled by      the Responsible Participant for each Initial Vessel before the      Commencement Date. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 4.2.   | Each      Participant shall, in relation to all Pool Vessels for which it is the      Responsible Participant, perform or cause to be performed, the obligations      of the Owner under the documents referred to in Clause  4.1.                                                                                                                                                                                                                                                                                                                                 |

----

| 4.3.   | If      a Participant or an Affiliate of a Participant acquires a Suezmax Vessel      built without a centreline bulkhead, such Participant will, upon receipt      of the consent of the Pool Manager, contract with the Pool Manager for the      commercial management of such Suezmax Vessel, with earnings flowing      directly back to the Participant, but such Suezmax Vessel shall not be      entered in the Pool.                                                                                                                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.     | OWNERS      AND QUALIFYING CHARTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.1.   | A      Pool Vessel must at all times be owned by or bareboat- or time chartered      to a Participant or an Affiliate of a Participant. The Participant's      control over a Pool Vessel shall be such that the Participant is in a      position to comply with its obligations under this Agreement and the      Participating Charter in relation to such Controlled Vessel. For each      Initial Vessel and New Pool Vessel (when the same is notified under Clause      7.1), the Participant shall be required to demonstrate to the Pool Manager      that this condition is satisfied and, in the event a Controlled Vessel is      chartered-in, the date that the relevant charter shall    expire.                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.2.   | The      terms of any charterparty to which an Initial Vessel is subject, or a      charterparty, the entry into which would result in a vessel becoming a      Required Vessel (a "Qualifying Charter"),      shall be provided to the Pool Manager. A Participant needs not disclose      any terms of a Qualifying Charter which are commercially sensitive and      which are not inconsistent with the terms of this Agreement or the      Participating Charter, do not materially restrict the commercial      employment of the Required Vessel in the Pool and which are not necessary      to be known by the Pool Manager in order to enable it to observe the terms      of the Qualifying Charter, to the extent relevant toit. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.3.   | For      the avoidance of doubt, a charter between a Participant and its      Affiliate(s), or between Affiliates of a Participant, shall not be a      Qualifying Charter, but the Responsible Participant shall provide the      terms of the same to the Pool Manager to the same extent as provided in      Clause 5.2 and no such charter shall be inconsistent with the terms of      this Agreement or the Participating Charter, or materially restrict the      commercial employment of a Pool Vessel in the Pool.                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.4.   | Each      Participant shall ensure, in relation to each Pool Vessel of which it is      the Responsible Participant, that any mortgage or other security      (including in relation to a Pool Vessel's earnings or insurances. etc) (a      "Restricted      Mortgage") is not inconsistent with the terms of this Agreement or      the Participating Charter and does not materially restrict the commercial      employment of the Pool Vessel in the Pool (except to the extent usual in      ship finance transactions) and shall provide the Pool Manager with details      of the Restricted Mortgage sufficient to enable it to observe the terms of      the same to the extent relevant to it.                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| 6.     | FIRST      ON HIRE AND VESSELS CHARTERED BY PARTICIPANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.1.   | First      On-Hire                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 6.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Initial      Vessels and New Vessels shall first come On Hire from the date and time      each becomes a Pool Vessel in accordance with Clause 3.4, provided the      Initial Vessel or New Vessel has completed at least 1 full SIRE inspection      during cargo operations and is acceptable to at least two major oil      companies, without any limitations or qualifications, (cfr. clause 51 of      the Participating Charter). |

----

|   | 6.1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The      Pool Manager has the right to waive the above requirement at its      discretion.                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                  |
|   | 6.1.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Each      Participant is required to provide sufficient evidence to the satisfaction      of the Pool Manager that each Pool Vessel for which it is the Responsible      Participant complies with the requirements of Clause  6.1.1. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                  |
| 6.2    | Vetting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Pool Manager shall have the option to communicate directly with the      vetting department of all major oil companies in relation to the Pool      Vessels on any vetting or vessel acceptance issue relevant thereto, always      keeping the Owner’s management in copy of all such communication.      Responsible Participants and/or their managers will provide the Pool      Manager with written authorization to communicate with all the major oil      companies' vetting departments on any vetting or vessel acceptance issue      for each Pool Vessel.  The Pool Manager shall not have the      authority to incur any additional expense for the relevant Owner. All      issues requiring corrective action shall be dealt with by such      Owner. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Responsible Participant will, in relation to each Pool Vessel, provide a      complete status of major oil company acceptances for the same in a format      provided by the Pool Manager within the first five business days of each      month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 7.     | NOTIFICATION      OF NEW POOL VESSELS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 7.1.   | Specification of date      of commencement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | No      later than the date when a Qualifying Vessel becomes a Required Vessel,      the relevant Responsible Participant shall notify the Pool Manager in      writing ("Proposal Notice") specifying the date on which the relevant      Qualifying Vessel is expected to become a Pool Vessel under Clause      3.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 7.2.   | Information concerning      a proposed New Vessel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | A      proposing Participant shall provide the Pool Manager in a timely manner      with all such information and documents as the Pool Manager shall      reasonably require to enable it to commercially manage and market a New      Vessel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 7.3.   | Conditions of      entry                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      Responsible Participant shall, in respect of each New Vessel, supply the      required vetting approvals, cfr. Clause 3.5.2 and the OCIMF HVPQ to the      Pool Manager required by Clause 4.1.2 before it becomes a Pool      Vessel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                  |

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| 8.     | INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8.1.   | The Participants      insurance cover                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | Each      Participant shall, in relation to all Pool Vessels for which it is the      Responsible Participant, keep such Pool Vessels insured for its own      account in accordance with standards consistent with prudent first class      owners of Qualifying Vessels. Such insurances shall include Hull &      Machinery, P & I, Excess Pollution Liability insurance in the maximum      amount per incident as is then facilitated through members of the      International Group of P & I Clubs, War Risk Insurance and, as      applicable, extra War Risk Insurance.                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | The      Pool Manager shall be co-insured under the Participants' insurance      policies to the extent permitted by law and insurance company (P & I)      rules without being jointly liable for calls or premiums. Each Participant      shall provide the Pool Manager with confirmation of such co-insurance      cover.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | The      benefit of the Participants' P&I insurance in respect of the Pool      Vessels shall be extended to the Pool Manager and any agent or sub-agent      of the Pool Manager (on the basis commonly referred to as "misdirected      arrow" cover) to the extent such policies allow such extensions without      payment of extra premium provided that such extension shall (i) be subject      to the same limitation on recovery and (ii) shall be confined to those      liabilities incurred by the Pool Manager and any agent or sub-agent of the      Pool Manager for which the Participants would have been similarly held      liable if a third party claim had been pursued against the relevant      Participant. To the extent such extension shall be available only upon      payment of extra premium, such premium shall be payable as a Pool      Expense. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8.2.   | The Pool Manager's      insurance cover                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | The      Pool Manager may take out any additional insurance cover in respect of the      Pool Vessels in its own name with premiums for such additional insurance      to be for the account of the Pool. Such additional insurance may include,      but shall not be limited to, professional indemnity, P&L freight,      demurrage and defense, charterers' liability, loss of bunkers, freight      insurance, loss of hire / loss of earnings. The Pool Manager will submit a      request for such additional insurance cover to the Participants, whose      consent to the request shall not unduly be withheld. The Pool Manager will      provide relevant documentation upon request from the      Participants.                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9      | ADDITIONAL      POLLUTION LIABILITY INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9.1.   | Each      Participant shall provide a COFR at its own expense for calls into the      United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9.2.   | Any      additional insurance premium or insurance cost in respect of pollution      liability, which are charged on a per call basis and are not covered by      Worldscale, shall be rebilled directly to the charterer of a Pool Vessel      which incurs the same, always in accordance with Clause 59 of the      Participating Charter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

| 10.    | TECHNICAL      MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Each      Participant shall be fully responsible for the technical management of its      Pool Vessel(s). Technical management shall include (but not be limited to)      all matters relating to seaworthiness, master, officers and crew, crew      administration, victualling, maintenance, drydockings and repairs of the      Pool Vessels for which the Participant is the Responsible Owner, provision      of lube oils, stores and spare parts required for operation of the Pool      Vessel, compliance with class requirements and compliance with      requirements from other relevant authorities. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.    | AGENCY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.1.  | The      Pool Manager shall have sole authority to fix employment of the Pool      Vessels from the Commencement Date and the Participants shall not, in any      manner, withdraw or derogate from such authority. If a Pool Vessel is Off      Hire for vetting or any other reason, the Pool Manager shall still have      authority to fix the same.                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.2.  | Subject      to the terms of this Agreement, the Pool Manager shall have authority to      commit each Pool Vessel to any Transportation Contract or COA (not      exceeding 12 months in duration) which is consistent with the terms of the      documents referred to in Clause 4.1 applying to that Pool      Vessel.                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.3.  | The      Pool Manager shall enter into each Transportation Contract as agent only.      The principal who shall be disclosed shall be the Responsible Participant      for the Pool Vessel(s) which are the subject of such Transportation      Contract.                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.4.  | The      Pool Manager shall enter into COAs as principal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.    | COMMERCIAL      MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.1.  | The Pool Manager's      position                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | The      Pool Manager shall manage the Pool.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.2.  | The Pool Manager's      services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | The      services to be provided by the Pool Manager include, but are not limited      to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 12.2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | marketing      of the services of the Pool Vessels including market research, trade      forecasting and market planning; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 12.2.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | drawing      up and handling the performance of Transportation Contracts and COAs (not      exceeding 12 months in duration), issuing instructions to masters,      scheduling the Pool Vessels, allocation of cargo space, arrangement of      agencies, tugs, lighterage, bunkers, cargo and freight insurance (if and      when required) and all other matters relating to the commercial operation      of the Pool Vessels.; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 12.2.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the      payment and collection of the expenses and revenues relating to the      commercial operation of the PoolVessels; |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 12.2.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the      budgeting, accounting and reporting relating to the commercial operation      of the Pool Vessels; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | 12.2.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the      coordination of the handling of any post fixtureclaims. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 12.3.  | Subcontractors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The      Pool Manager may appoint a subcontractor or subcontractors (each a "Subcontractor") for the      purpose of performing parts of its obligations hereunder. Such      Subcontractor will, thereafter, perform certain day to day operations,      bookkeeping and/or other matters for and on behalf of the Pool Manager.      The Pool Manager will advise the Participants of such appointment and will      provide for time to receive Participants' remarks. When a Subcontractor is      a subsidiary of the Pool Manager, such notice shall not be      required. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 12.4.  | Ancillary      Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The      Pool Manager may, for its own risk and account, enter into any contracts      required for the operation, promotion and marketing of the      Pool.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 12.5.  | Management Fee and      Commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The      Pool Manager shall be entitled to a management fee of USD 275 per day per      Pool Vessel, including any Off Hire periods and a commission of 1.25% on      all gross freights paid in respect of the Pool Vessels as consideration      for its services as manager of the Pool. The management fee shall be      charged to the Pool by the Pool Manager monthly in advance. The commission      will be deducted by the Pool Manager when gross freights are      collected.                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 12.6.  | Claims and      Deductions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 12.6.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Claims      under any Transportation Contract for which a Pool Vessel has been      nominated shall be handled by the Responsible Participant in conjunction      with the Pool Manager. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | 12.6.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In      the event that a charterer makes a deduction (a "Deduction") from freight      (or any other sum due in respect of a Transportation Contract or COA),      then the Pool Manager may request from the Responsible Participant for the      relevant Pool Vessel all details of the claim in respect of which the      Deduction is made. If the Deduction is caused by the breach by the      Responsible Participant for the relevant Pool Vessel of the Participating      Charter or of this Agreement, or otherwise by its negligence ("Participants Default"),      then the amount of the Deduction (or such lesser proportion of it as is      attributable to the Participant's Default) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (i) | shall      be deducted from the Responsible Participant's entitlement to Hire;      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (ii) | shall      be deemed to have been received for the purposes of calculating Pool Gross      Income. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|   | Any      amount which is deducted under (i) shall be refunded to the Participant      out of any subsequent recovery of the Deduction (and the balance of the      recovery shall be Pool GrossIncome).                                                                                                                                                                                                                                                                                                                                                                          |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 12.6.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | For      the avoidance of doubt, a Participant shall not be obliged to compensate      the Pool for any sums which are unpaid by any party to a Transportation      Contract in breach of contract. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 12.6.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The      Pool Manager, in consultation with the Responsible Participant, shall be      entitled to sue in the name of the Responsible Participant(s) who is/are      party to a Transportation Contract, any other party to that Transportation      Contract to recover any Pool Gross Income unless the Responsible      Participant pays to the Pool Manager the amount of Pool Gross Income      claimed. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 13.    | INDEMNITY,      LIABILITY AND SECURITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 13.1.  | If      a claim (a "Relevant      Claim") is made against a Participant (the "Indemnified Party") or its      Affiliate, or any seizure, distraint, arrest, detention, attachment or the      like ("Arrest")      effected in respect of property owned, controlled or possessed by the      Indemnified Party or its Affiliate by reason of a claim against another      Participant (the "Indemnifying Party") or      its Affiliate, or in respect of any Property owned, controlled or      possessed by the Indemnifying Party or its Affiliate,  then: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 13.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      Indemnifying Party shall indemnify and hold harmless the Indemnified Party      and its Affiliate against the Relevant Claim and the Arrest, and all      costs, losses, liabilities and expenses (including legal expenses) arising      therefrom; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 13.1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | without      limitation to the foregoing provide security to ensure that any Arrest is      lifted or discharged, etc. as soon as possible. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 13.2.  | If      a Pool Vessel is subject to an arrest, as per Clause 47 of the      Participating Charter, the days lost to the Pool by such arrest shall be      days Off Hire for that Pool Vessel and any revenue lost and the amount of      all other costs, losses and expenses suffered by the Pool Manager      (excluding any damage to reputation or loss of contracts not yet entered      into) shall be deducted from the Hire due to the Indemnifying Party on the      same terms (mutatis mutandis) as set out in Clause  12.6.2.                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 13.3.  | Each      Participant shall and does hereby indemnify the Pool Manager in respect of      any increased expense or reduced income or claim of whatsoever nature      arising from a breach of this Agreement, the Participating Charter, or any      other misdescription of a Controlled Vessel, its performance or position,      or any technical breakdown or non­-performance of such Controlled      Vessel or its crew or managers. Any such indemnity shall not be a Pool      Expense.                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 13.4.  | Each      Participant shall be liable for its own performance under this Agreement      and each relevant Participating Charter, but (for the avoidance of doubt)      shall not be jointly or severally liable with any other Participant or for      the obligations of any other Participant.                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.    | CALCULATION      OF POOL NET REVENUE, POOL GROSS REVENUE AND POOL  EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.1.  | Calculation of Pool      Net Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Pool      Net Revenue in respect of all Pool Vessels in any one Pool Year shall      equal Pool Gross Revenue as described in Clause 14.1.1 below less Pool      Expenses, as described in Clause 14.1.2below.                                                                                                                                                                                                                                                                                                                                                |

----

|   | 14.1.1.                                                                                                                                                                         | Pool      Gross Revenue comprises: |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (i)                                | each      Pool Vessel's total voyage income (including without limitation freight      and demurrage); |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (ii)                               | hire      received for Pool Vessels fixed on time charters; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (iii)                              | the      Pool Manager's share of any salvage money received in respect of Pool      Vessels; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (iv)                               | any      income of the Pool Manager derived from currency  exchange; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (v)                                | interest      earned by the Pool Manager; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (vi)                               | insurance      money paid out under policies taken out by the Pool Manager in its      capacity as manager of the Pool; and |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (vii)                              | all      income of any nature due to the Pool Manager arising out of the operation      of or in any way connected to the Pool Vessels and the operations under      this Pool Agreement. |
|   |                                                                                                                                                                            |                               |   |
|   | Any      expenses payable by the charterer under a Transportation Contract or COA      shall be treated as income and deducted under Clause 14.1.2 below as Pool      Expenses. |
|   |                                                                                                                                                                            |                               |   |
|   | 14.1.2.                                                                                                                                                                         | Pool      Expenses comprise:       |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (i)                                | each      Pool Vessel's total voyage expenses payable by Owners under the applicable      Transportation Contract or COA including, without limitation, agent, tug      and port expenses, loading and discharging costs, wharfage, brokerage      commission, bunkers, canal fees, Marpol tax, OPA 90 costs (where      recoverable under Worldscale) and additional War Risk      premiums; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (ii)                               | any      liabilities or damages payable by the Pool Manager in respect of any Pool      Vessel to any contractual counterparty; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (iii)                              | all      other expenses or amounts payable by the Pool Manager in connection with      the operation of the Pool Vessels or incurred in connection with its      performance of the business of the Pool, excluding general and      administrative expenses related to services performed by the Pool Manager      or its affiliates, including but not limited to AMS customs charges, Port      Captaincy where required by the Participating Charter or the custom of the      trade ($550 /day), stand by contractors, OPA 90 (AMPD), environmental      waste disposal fees when Compulsory, 50% of bunker testing program (50%      shall be for the account of the Responsible Participant) and cost for      remarking of a Pool Vessel's deadweight or other remeasurement when      required by the Pool Manager; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (iv)                               | legal      and any reasonable third party consulting fees incurred directly by the      Pool Manager with respect to the business of the Pool; |
|   |                                                                                                                                                                            |                               |   |
|   |                                                                                                                                                                            | (v)                                | all      other costs relating to the Pool; |

----

|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                           | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | claims      relating to COAs where no Pool Vessels have been nominated;      and |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                           | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any      claims or deductions (or any parts thereof) which cannot be deducted from      a Participant's entitlement to Hire under this  Agreement. |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | 14.1.3                                                                                                                                                                                                                                                         | Participant's      costs shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                           | All      other expenses relating to the Pool Vessels including but not limited to      all husbandry expenses (launch service, stores, spares, crew changes,      fresh water, etc.), environmental compliance, non compulsory (bilge water,      sludge, sewage, garbage, etc.) costs, Loss of Hire insurance costs (if not      accepted by voyage charterers), ENOA costs, COFR costs and vetting and      customer compliance costs shall be for the Responsible Participant’s      account. |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 14.2.  | Adjustment of Pool Net      Revenue                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Pool      Net Revenue shall be adjusted taking account of and providing for the      following:                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | results      of Pool Vessel voyages not yet completed; |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | amounts      of freight and hire earned by Pool Vessels but not yet      received; |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | apportionment      of prepaid expense not included in voyage expenses referred to in 14.1.2      (i) above and of expenses paid after the period of accounts and      attributable in whole or on part to the year of  accounts; |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                           | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | retentions      to cover claims in progress; and |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                           | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | adequate      provisions for the outstanding or contingent obligations and liabilities      of the Pool. |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 15.    | HIRE/WORKING      CAPITAL                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                           |
| 15.1.  | Distribution      key                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                           |
|   | The      Distribution Key for the Initial Vessels is attached as Schedule D      hereto.                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                           |
| 15.2.  | Determination of      Distribution keys                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                           |
|   | The      Distribution Key for a New Vessel shall be determined by the Pool Manager,      and such Distribution Key will be advised to the Participants, always      consistent with principles for the allocation of the Distribution Keys in      Schedule D. |
|   |                                                                                                                                                                                                                                                           |
| 15.3.  | Review of the      Distribution Key                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                           |
|   | In      addition to the ongoing review conducted by the Pool Manager, the voyage      results and performance of all Pool Vessels shall be made available for      review to the Participants at the Participant's Meetings (Clause      19.1).                |
|   |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |

----

| 15.4.  | Calculation of      Hire                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                  |
|   | 15.4.1.                                                                                                                                                                                                                                                                                                                                                               | In      respect of each Pool Vessel for which it is the Responsible Participant, a      Participant shall be entitled to receive Hire calculated as      follows: |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                  | XxY/Z |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                  | Where: |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                  | X      = Pool Net Revenue |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                  | Y      = Key Entitlement for the Pool Vessel |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                  | Z      = the sum of Key Entitlements for all Pool Vessels. |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | The      "Key Entitlement"      for a Pool Vessel is the total figure obtained by taking each Distribution      Key applicable to the Pool Vessels in the Period and multiplying it by the      number of days on which that Distribution Key applied and on which the      Pool Vessel was On Hire in the Period, and summing the results of such      calculations. |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | The      "Period" is the      period from commencement of the Pool Year until the end of the calendar      month in respect of which the calculation is made, or the Pool Year, as      the case may be;                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
| 15.5.  | Payment of      Hire                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 15.5.1.                                                                                                                                                                                                                                                                                                                                                               | Hire      shall be calculated in accordance with Clause 15.4 to the end of each      calendar month in respect only of Pool Gross Revenue actually received in      that month, adjusted to take account of payments of Hire made in previous      calendar months in respect of the same Pool Year and shall be paid within      20 days after the end of each calendar month. |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 15.5.2.                                                                                                                                                                                                                                                                                                                                                               | A      final distribution of Hire (the "Final Distribution")      shall be calculated in respect of each Pool Year on the basis of the      audited annual accounts of the Pool Manager. The entitlement of a      Participant to receive a Final Distribution shall be adjusted to take      account of payments of Hire made under Clause 15.5.1 in respect of the      same Pool Year. The balance shall be settled in cash not later than two      months after the end of the relevant Pool Year. |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 15.5.3.                                                                                                                                                                                                                                                                                                                                                               | If      any calculation under Clauses 15.5.1 and 15.5.2  shall result in      a negative amount being due to a Participant it shall pay such amount to      the Pool Manager within five (5) days after demand or set off such amount      against current entitlement to the Final Distribution. |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 15.5.4.                                                                                                                                                                                                                                                                                                                                                               | All      payments of Hire by the Pool Manager or demands under Clause 15.5.3 shall      be accompanied by a detailed calculation of such payment or      demand. |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
| 15.6.  | Working Capital /      Contribution to Operational Losses                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 15.6.1.                                                                                                                                                                                                                                                                                                                                                               | Working      Capital shall be paid in by each Participant asfollows: |
|   |                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                  | (i) | USD      200,000 shall be paid to the Pool Manager in respect of each Pool Vessel      on the date it becomes a Pool Vessel, which amount the Pool Manager may      adjust to take into |

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|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | account      the actual quantity of bunkers on board each Pool Vessel at the time it      enters the Pool; and                                                                                                                                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | as      required by the Pool Manager subject to such request being provided to the      Participants as soon as possible after the circulation of the accounts for      a Pool Year under  Clause 17.2.2 and either increased or      decreased accordingly. During each Pool Year the Pool Manager shall limit      Distributions to ensure that sufficient Working Capital is      maintained. |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | 15.6.2.                                                                                                                                                                | If      the aggregate Working Capital supplied by a Participant in respect of the      Pool Vessels for which it is the Responsible Participant exceeds the      aggregate it is required to contribute, taking into account any credit to      which it is entitled under Clause 18.1 it shall be entitled to be repaid      the excess.                                                                                                                                                                           |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 15.6.3.                                                                                                                                                                | Working      Capital contributions made shall be repaid without any interest in respect      of each Pool Vessel not later than six months after the date it ceases to      be a Pool Vessel. Bunkers on board the Pool Vessel at the time it ceases      to be a Pool Vessel shall be credited against such repayment at the actual      invoice price of the bunkers.                                                                                                                                             |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 15.6.4.                                                                                                                                                                | If      operating losses occur (i.e., Pool Expenses exceeding Pool Gross Revenue),      the Pool Manager shall allocate such operating losses between Participants      in accordance with their number of Pool Vessels based on the Distribution      Key.                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 15.6.5.                                                                                                                                                                | Participants      shall make contributions to any operating loss or to Working Capital      within seven (7) days from receipt of a demand from the Pool Manager.      Delayed payments shall be subject to interest of one month LIBOR +      3%.                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.    | ON      AND OFF HIRE AND VETTING                                                                                                                                       |
|   |                                                                                                                                                                   |
| 16.1.  | A      Pool Vessel shall come On Hire for the first time at the time specified in      Clause 6.1. Otherwise, it shall be On Hire at all times when not Off      Hire. |
|   |                                                                                                                                                                   |
| 16.2.  | A      Pool Vessel shall be Off Hire for the purpose of this Agreement      if:                                                                                        |
|   |                                                                                                                                                                   |
|   | 16.2.1.                                                                                                                                                                | it      is off hire under the terms of the relevant Participating Charter (for the      avoidance of doubt, the Pool Manager has the rights of a charterer      thereunder to put the relevant Pool Vessel Off Hire);                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 16.2.2.                                                                                                                                                                | it      is not in the condition required by Clause 3.5.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 16.2.3.                                                                                                                                                                | there      are not in force vetting approvals as required under Clause 51 of the      Participating Charter. This shall not be the case where obtaining a      vetting approval shall have been impossible due to the trading pattern or      due to unavailability of inspectors or any other reason beyond the control      of the Responsible Participant, provided such Responsible Participant has      exercised reasonable efforts to ensure the availability of such inspection      of the Pool Vessel; or |
|   |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 16.2.4.                                                                                                                                                                | it      is in any other respect materially not in compliance with this Agreement,      always provided that, if a Pool Vessel is Off Hire under Clause 16.2.3,      the Pool Manager shall have the option to keep the Pool Vessel On Hire, in      which case it shall be treated as On Hire for the purposes of this      Agreement and its earnings shall be treated as Pool Gross Income. If the      Pool Manager does not keep the Pool Vessel On Hire, the Pool Vessel      shall                            |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | be      Off Hire for the purposes of this Agreement, and its earnings (less fee      and commission as per Clause 12.5) shall be credited directly to the      Responsible Participant.                                                                                                                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 16.3.  | Whether      or not a Pool Vessel is Off Hire shall be determined by the Pool Manager      in its reasonable judgment.                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.    | FINANCIAL      STATEMENTS/ACCOUNTS, AUDIT AND REIMBURSEMENT OF POOL    EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.1.  | Financial      Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The      Pool Manager shall prepare and submit unaudited Financial Statements to      the Participants.                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.2.  | Statements of      Account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | 17.2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Pool Manager shall, within 20 days of the end of each month, prepare      monthly provisional statements of the Pool Gross Revenues, Pool Expenses      and Pool Net Revenue for that month and accumulated from the beginning of      the relevant Pool Year and up to the end of that month.                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 17.2.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | After      the end of each Pool Year, the Pool Manager shall, within 45 days, submit      to the Participant's final accounts. At the end of any twelve month Pool      Year, a Participant may request the Pool Manager to provide it and the      other Participants with audited accounts duly certified by the auditors      appointed by the Pool Manager for such Pool Year. The cost of such audit      shall be for the Pool Manager's account. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 17.3.  | Voyage estimates and      results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The      Pool Manager shall keep a full ship management voyage estimate and results      system and double entry bookkeeping records and accounts for all receipts      and expenses. All accounts shall be kept in U S Dollars. The Pool Manager      shall maintain a system of internal controls designed to provide      reasonable assurance that transactions are properly executed and      sufficient to meet the requirements of an independent audit performed in      accordance with generally accepted auditing standards    (GAAS). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.4.  | Access to      Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The      Pool Manager will provide access to the Pool Accounts to any Participant      upon request and any Participant, at its expense, may retain an      independent auditor to conduct an audit of the Pool Accounts. Each      Participant agrees to keep confidential any and all financial information      received from the Pool Manager or by way of its own or its appointed      independent auditor.                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.5.  | Reimbursement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | A      Participant may present claims for reimbursement of Pool Expenses paid by      it no more often than monthly, and the Pool Manager shall pay valid (and      properly documented in accordance with this Clause) claims together with      such Participant's next payment of Hire. The Pool Manager shall have the      right to audit Pool expenses claimed by any Participant and to require      original invoices and vouchers for all amounts  claimed.                                                                              |

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| 18.    | CASH      MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 18.1.  | "Working Capital" means      for the purposes of this Agreement, the expenses to be advanced prior to      the receipt of freight in respect of each Pool Vessel. The Pool Manager      shall ensure that the Working Capital is kept to a prudent minimum. This      shall be in the form of cash or a credit for bunkers at the actual invoice      price of such bunkers.                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 18.2.  | All      Pool Gross Income will be received into the Pool Manager's      Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | Each      Participant shall direct that the counterparty under Transportation      Contracts to which it is party pays all freight and other income due to      the Participant thereunder to the Pool Manager and shall forthwith pay to      the Pool Manager any amount paid to the Participant in    error.                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | Funds      in the Pool Manager's Account may only be paid to either a Participant as      Hire or to the Pool Manager for reimbursement of  expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 18.3.  | All      Pool Gross Income shall be received by the Pool Manager as trustee for the      purpose of applying the same in accordance with this      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 18.4.  | All      Working Capital will be received into and expenses paid from the Pool      Manager's Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 19.    | PARTICIPANTS'      MEETINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 19.1.  | A      meeting of the Participants (a "Participant Meeting")      shall be held semi-annually at the offices of the Pool Manager. Each      Participant shall be entitled to appoint a representative to attend      Participant Meetings. The Pool Manager will make available for discussion      at the Participant Meeting any commercial or technical document, contract,      account or charter relating to the Pool's business which any Participant      wishes to see and/or discuss. In addition, the Pool Manager shall make      available for review the voyage results and performance of all Pool      Vessels in accordance with Clause 15.3. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 19.2.  | The      Pool Manager shall give the Participants 30 days notice of the date of a      Participant Meeting. Each Participant may, no later than 15 days prior to      that date, put forward matters of the Pool to be discussed in the      Participant Meeting. The Pool Manager will include all such matters in the      agenda for the Participant Meeting, and distribute the same to the      Participants about 7 days prior to the Participant  Meeting.                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 20.    | NEW      PARTICIPANTS AND NEW POOL VESSELS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 20.1.  | No      person shall, after the Commencement Date, be entitled to become, or be      regarded as, a Participant unless and until such person    shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 20.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | have      entered into an accession agreement in the form set out in Schedule E (the      “Accession      Agreement”), and each Participant hereby authorizes the Pool      Manager to execute the Accession Agreement on its  behalf; |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 20.1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | in      relation to any Qualifying Vessel which it proposes to enter as a Pool      Vessel, have agreed (in such manner as the Pool Manager shall reasonably      require) to any amendments required to the Participating Charter in      respect of such prospective Pool Vessel; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | 20.1.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | have      contributed an amount of Working Capital reasonably determined by the Pool      Manager in accordance with Clause 15.8. provided that with respect to any      Qualifying Vessel acquired after the date hereof by such Joining      Participant (as defined in the Accession Agreement), the consent of all      Participants shall also be required if such Joining Participant raised      funds for such vessel in the German equity markets. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| 21.    | WITHDRAWAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 21.    | Withdrawal of a Pool      Vessel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | 21.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | A      Participant may only withdraw a Pool Vessel from the Pool or terminate a      Qualifying Charter before its contractual expiry date in accordance with      this Clause. For the purpose of this clause "terminating a Qualifying      Charter before its contractual expiry date" shall include exercising any      option to terminate early. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | 21.1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | A      Participant shall withdraw a Pool Vessel: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) | in      the case of a sale of the Pool Vessel or in the case of an Affiliate which      is the owner of the Pool Vessel ceasing to be an Affiliate (other than, in      either case, in circumstances where the Pool Vessel in question remains a      Required Vessel); or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) | for      service under a time or demise charter exceeding one (1) year unless all      Participants unanimously agree to allow such vessel to remain in the Pool;      or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iii) | by      terminating the relevant Qualifying Charter before its contractual expiry      date, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   | provided      that, in any such case, written notice of withdrawal shall be given to the      Pool Manager with a copy to the other Participants no less than 30 days      prior to the expiration of the Pool Vessel's then current commitment. If      the Pool Vessel's then current commitment exceeds one voyage, then notice      may be given to have effect on conclusion of the voyage then being      performed, provided that the Participant who is withdrawing a Pool Vessel      can provide a Substitute Vessel and further provided that the charterer,      if any, accepts such substitution. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 21.2.  | Withdrawal of a      Participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | A      Participant (a "Withdrawing      Participant") may withdraw from the Pool upon written notice to the      Pool Manager with a copy to the other Participants. This shall have the      effect to withdraw all the Pool Vessels for which it is the Responsible      Participant, the date of withdrawal (to be determined for each Pool Vessel      individually) to be as follows:                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) | 30      days after delivery of the withdrawal notice; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) | on      expiry of the relevant Pool Vessels' then current    commitments; |

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|   | whichever      is the latest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.3.  | Withdrawing of      Vessels                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | If      the Pool Manager determines that one or more Pool Vessels due to be      withdrawn under Clauses 21.1 or 21.2 (a "Withdrawing Vessel") are      required to enable the Pool to perform its contractual obligations under      COAs, or, in the sole discretion of the Pool Manager, it is determined      that the withdrawal of the Withdrawing Vessel would impose an unfair      burden on the remaining Participants, then, and in that event only, the      Participant must from the time of its/their withdrawal either supply one      or more Substitute Vessels or, if it does not provide a Substitute Vessel      or Vessels, pay compensation to enable the Pool Manager to charter      suitable vessels, in either case for such period as may reasonably be      required for the Pool to perform its obligations under the relevant COA(s)      and other Transportation Contracts. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.4.  | Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The      Pool Manager shall not make any determination under Clause 21.3 until 15      days after the notice under Clauses 21.1 or 21.2 has been delivered to it.      In making such determination, it shall take into account all notices      served under Clauses 21.1 or 21.2 before the time it makes its      determination and shall, to the extent possible, act reasonably to      allocate the burden of Clause 21.3 between Participants who have served      notices under Clauses 21.1 or 21.2.                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.5.  | No further      COAS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Following      service of notices under Clauses 21.1 or 21.2, no further COAs shall be      taken on by the Pool Manager which would be reliant upon the service in      the Pool of the Withdrawing Vessels.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.6.  | Constructive / Total      loss of a Pool Vessel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | A      Pool Vessel which becomes an actual or constructive total loss is deemed      to be withdrawn from the Pool with effect from the time of such loss or,      if this unknown, at the time the Pool Vessel was last heard from. The      Responsible Participant shall not be obligated to provide a Substitute      Vessel or pay compensation to the Pool in such    circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.7.  | Redelivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The      actual time and range of place of redelivery shall be decided and notified      by the Pool Manager at its discretion as early as practicable within the      last month before expiry of a notice period. Redelivery shall take place      at the last port of discharge from dropping last outward sea      pilot.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.8.  | Incremental      withdrawal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | A      Participant shall cease to be a Participant when it ceases to be the      Responsible Participant for any Pool Vessel provided it does so in      accordance with this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.9.  | Continued Financing      obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | A      Withdrawing Participant or a Participant who withdraws a Pool Vessel under      Clause 21.1 shall be required to leave US$200,000 of Working Capital per      Withdrawing Vessel with the Pool Manager for six months following its      withdrawal to cover contingencies. Not later than  six                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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|   | months      after such withdrawal, the Pool Manager will pay the balance of such      Working Capital to the Withdrawing Participant or the Participant, as the      case may be.                                       |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                    |
| 22.    | WINDING      UP OF THE POOL                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                    |
| 22.1.  | The      Pool shall wind itself up if the Participants unanimously agree to this      effect or the Pool Manager, on not less than 180 days written notice to      the Participants, elects to cease managing the Pool. |
|   |                                                                                                                                                                                                                    |
| 22.2.  | If      the Pool decides to wind its activities up:                                                                                                                                                                     |
|   |                                                                                                                                                                                                                    |
|   | 22.2.1.                                                                                                                                                                                                                 | the      Pool Manager shall not enter into any further Transportation Contracts or      COAs; |
|   |                                                                                                                                                                                                                    |   |
|   | 22.2.2.                                                                                                                                                                                                                 | no      further withdrawals of Pool Vessels by notice shall be permitted, but each      Pool Vessel shall cease to be a Pool Vessel when it is no longer is      required to perform a Transportation Contract or COA (as the Pool Manager      shall reasonably determine); |
|   |                                                                                                                                                                                                                    |   |
|   | 22.2.3.                                                                                                                                                                                                                 | the      Participants shall not be required to enter any further Qualifying Vessels      in the Pool; |
|   |                                                                                                                                                                                                                    |   |
|   | 22.2.4.                                                                                                                                                                                                                 | the      Participants shall be released from further performance of Clause 26;      and |
|   |                                                                                                                                                                                                                    |   |
|   | 22.2.5.                                                                                                                                                                                                                 | when      all Transportation Contracts and COAs have been performed, this Agreement      shall terminate (without prejudice to any rights accrued before      termination). |
|   |                                                                                                                                                                                                                    |   |
| 23.    | DEFAULT                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                    |
| 23.1.  | If      any Participant                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.1.                                                                                                                                                                                                                 | is      adjudged bankrupt or insolvent, is ordered to be wound up, enters into      voluntary winding up, or has a bona fide petition presented for its      winding up which is not withdrawn within 45 days (or, in each case, the      equivalent in any relevant jurisdiction); |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.2.                                                                                                                                                                                                                 | suffers      the appointment of a receiver, manager. administrator (or, in each case,      the equivalent in any relevant jurisdiction) over all or a substantial      proportion of its assets. |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.3.                                                                                                                                                                                                                 | requests      or enters into any composition or arrangement with its      creditors; |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.4.                                                                                                                                                                                                                 | fails      to pay within 28 days after written demand, any sum in excess of USD      10,000 which may be due from it under this Agreement (including any      Participating Charter); |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.5.                                                                                                                                                                                                                 | commits      any material breach of its obligations under this Agreement (including any      Participating Charter) which is not rectified within 28 days after written      notice given by any other Participant; |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.6                                                                                                                                                                                                                  | acts      in a manner which is contrary to the best interests of the Pool and its      Participants; or |
|   |                                                                                                                                                                                                                    |   |
|   | 23.1.6.                                                                                                                                                                                                                 | suffers      the loss of Control of a Pool Vessel and is unable to or fails to withdraw      such Pool Vessel from the Pool in accordance with the terms of this      Agreement, provided that when such Participant regains Control of such      Pool Vessel it shall cause that the Pool Vessel to be re-entered into the      Pool; |

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|   | then,      that Participant (the "Defaulting Participant")      shall cease to be a Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 23.2.  | A      Defaulting Participant:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 23.2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | shall      keep the Pool Vessels for which it is the Responsible Participant entered      in the Pool on the terms of this Agreement and the relevant Participating      Charter, and shall continue to perform this Agreement in relation to such      Pool Vessels for as long as the Pool Manager determines (in the case of      each Pool Vessel) is necessary or desirable to fulfil existing      commitments; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 23.2.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | shall      be entitled to receive Hire in respect of such Pool Vessels as if it were      a Participant; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | 23.2.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | shall      otherwise have no further rights or obligations under this Agreement      without prejudice to any liabilities accrued before it ceased to be a      Participant. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| 24.    | RIGHTS      ON TERMINATION AND WITHDRAWAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 24.1.  | Any      termination of a Participants' participation in the Pool and any      withdrawal of a Pool Vessel from the Pool, whether at the initiative of      the Responsible Participant or the Pool Manager or the other Participants      or on total loss of that Pool Vessel, shall be without prejudice to all      rights and obligations of the other Parties up to the effective date of      such termination or withdrawal or to any rights and obligations which      survive such termination or withdrawal in accordance with this Pool      Agreement, including payment of Hire and any post withdrawal payments due      the Pool Manager under Clauses 21.1 and 21.2. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 25.    | FORCE      MAJEURE CLAUSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 25.1.  | No      Party shall be under any liability of any kind or nature whatsoever in the      event that it should fail to perform any services or obligations hereunder      if any such failure is directly or indirectly caused by war, war like      activities, government orders supervening illegality, any labour shortage,      labor trouble, strike, lock-out, any shortage of material, act of God,      Peril of the Sea or any other cause whatsoever beyond the control of such      party.                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 26.    | COMPETITION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (INTENTIONALLY      DELETED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 27.    | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Each      of the Parties agrees to keep confidential and not to disclose to any      third party or exploit any secret or confidence or other confidential or      financial information concerning any other Party or the business or the      financial results or affairs of the Pool. This obligation shall continue      during the terms of this Agreement and after its termination howsoever      occurring, but shall cease to apply to any information which may come into      the public domain (otherwise than through the default of any of the      Parties hereto), or to any information which a Party becomes compelled to      disclose.                           |

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| 28.    | ASSIGNMENT                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                         |
|   | A      Party may not assign or transfer any of its rights or obligations under      this Agreement without the prior written consent of all the other      Parties.          |
|   |                                                                                                                                                                         |
| 29.    | NOTICES                                                                                                                                                                      |
|   |                                                                                                                                                                         |
|   | Notices      to Parties may be given by sending them to the respective telefax numbers      or email addresses below marked for the attention of the person      indicated   |
|   |                                                                                                                                                                         |
|   | Gemini Tankers LLC Attn.      Sanjay SukraniMetro      Center, One Station PlaceStamford,      CT 06902Tel:      +1 203-602-6700Fax:      +1 203-602-6791                    |
|   |                                                                                                                                                                         |
|   | Teekay      Chartering Ltd.Attn.      Bruce Chanc/o      Teekay Shipping Canada LtdSuite      2000 Bentall 5550      Burrard StVancouver,      B.C.  V6C 2K2Canada |
|   |                                                                                                                                                                         |
|   | Tel:      +1 (604) 683 3529                                                                                                                                                  |
|   | Fax:+1      (604) 609 6445                                                                                                                                                   |
|   | Email:      bruce.chan@teekay.com                                                                                                                                            |
|   |                                                                                                                                                                         |
|   | Koenig      & Cie. GMBH & Co.,                                                                                                                                       |
|   |                                                                                                                                                                         |
|   | Attn.      Tobias Koenig                                                                                                                                                     |
|   | Valentinskamp      18,                                                                                                                                                       |
|   | 20354      Hamburg,                                                                                                                                                          |
|   | Germany                                                                                                                                                                      |
|   | Tel:      +49 40 3697570                                                                                                                                                     |
|   | Fax:      +49 40 36975720                                                                                                                                                    |
|   | Email:      tkoenig@emissionshaus.com                                                                                                                                        |
|   |                                                                                                                                                                         |
|   | Hyundai      Merchant Marine (EUROPE) LTD.                                                                                                                                   |
|   |                                                                                                                                                                         |
|   | Attn:      Mr Shin4th      floor City Reach 5 Greenwich View Place MillharbourLondon.      E14, 9NN UKMr      Shin                                                           |
|   |                                                                                                                                                                         |
|   | Phone:      44 20 7477 7210Fax:      44 20 7477 7240Email:      s7shg@hmm21.com                                                                                              |

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|   | Frontline      Chartering Services Inc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Att:      Mr. Jens Martin JensenPar-la-Ville      Place14      Par-la-Ville RoadP.O.Box      HM 1593Hamilton      HM08BermudaTel:      +65 98 17 52 40E-mail:      j.m.jensen@frontmgt.com.sg                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 30.    | ARBITRATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Any      dispute relating to or arising out of this Agreement shall be decided by      arbitration in London subject to the rules of the London Maritime      Arbitrators Association. The arbitral tribunal shall consist of three      arbitrators. In the event that the dispute is between two Parties only      then each such Party shall appoint one arbitrator and the third arbitrator      shall be appointed by the two so appointed.                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | In      the event that there are more than two Parties involved in the      arbitration, then all three arbitrators shall be appointed by agreement      between the Parties so involved. In the event that such Parties cannot      agree on the three arbitrators within 14 days of one Party giving notice      to the other Parties to the dispute calling for arbitration, any Party to      the dispute shall be entitled to apply to the President of the London      Maritime Arbitrators Association who shall then appoint all three      arbitrators. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.    | NO      PARTNERSHIP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Nothing      contained in this Agreement or in any other document relating to the Pool      shall be construed as constituting a partnership between the Participants      and the Pool Manager or any of them. The obligations of each Participant      under this Agreement shall be owed to the Pool Manager alone and not to      the other Participants, except in the case of the obligations under      Clauses 13 and 27.                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 32.    | GOVERNING      LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | This      Agreement shall be governed by laws ofEngland.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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