<PAGE>

                                                              HECO Exhibit 10.13



           [LOGO]  Inter-Island Fuel Transportation Contract  [LOGO]

================================================================================




                         CONTRACT OF PRIVATE CARRIAGE



                                 BY AND BETWEEN



                        HAWAIIAN INTERISLAND TOWING, INC.



                                       AND


                         HAWAII ELECTRIC LIGHT CO., INC.




                            FINAL (December 4, 2000)
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
1.     TERM..................................................................................................     2

       1.1      Initial Term.................................................................................     2
       1.2      Option to Extend Term........................................................................     2
       1.3      Final Voyage.................................................................................     2

2.     VESSELS...............................................................................................     2

       2.1      Warranty.....................................................................................     2
       2.2      Barge........................................................................................     3
       2.3      Tug..........................................................................................     3
       2.4      Vessel Clarification.........................................................................     3
       2.5      Substitution.................................................................................     3
       2.6      Seaworthiness................................................................................     5
       2.7      Tank Calibration and Gauging.................................................................     6
       2.8      Cargo Transfer Equipment.....................................................................     6

3.     VESSEL PERSONNEL......................................................................................     6

       3.1      Complement...................................................................................     6
       3.2      Tankermen....................................................................................     7
       3.3      Employee Responsibility and Training.........................................................     7
       3.4      Master's Duties..............................................................................     8
       3.5      Safety Management............................................................................     8
       3.6      Mooring Master...............................................................................     9
       3.7      Drugs and Alcohol............................................................................     9
       3.8      Equal Opportunity............................................................................     9
       3.9      Documented Procedures........................................................................    10
       3.10     Safety Program...............................................................................    10

4.     CARRIAGE, LOADING AND DISCHARGE OF CARGO..............................................................    11

       4.1      Alternate Ports..............................................................................    11
       4.2      Safe Berth...................................................................................    11
       4.3      Marine Facilities............................................................................    11
       4.4      Barge Makeup.................................................................................    12
       4.5      Pumping In and Out...........................................................................    12
       4.6      Cargo Hose Markings..........................................................................    13
       4.7      Cargo Handling...............................................................................    13
       4.8      Cargo and Bunker Sample and Survey...........................................................    13
       4.9      Cleaning.....................................................................................    14
       4.10     Equipment Failure............................................................................    14
       4.11     Cargo Retainage..............................................................................    14
       4.12     Voyage Course and Speed......................................................................    15
       4.13     Other Trades.................................................................................    15
       4.14     Joint Voyages................................................................................    15
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
5.     RATES, CHARGES, ETC...................................................................................    16

       5.1      Freight Rates................................................................................    16
       5.2      Shipments Made in Conjuction with Third Parties..............................................    17
       5.3      Annual Escalation............................................................................    17
       5.4      Cargo Volume.................................................................................    18
       5.5      Laytime Duration.............................................................................    18
       5.6      Laytime Loading..............................................................................    19
       5.7      Laytime Discharge............................................................................    19
       5.8      Demurrage....................................................................................    19
       5.9      Tankermen Charges............................................................................    20
       5.10     Heating of Fuel Oil Aboard the Tow...........................................................    20
       5.11     Diesel Fuel Price Adjustment.................................................................    21
       5.12     Additional Berths/Ports......................................................................    22
       5.13     Port, Dues, Taxes and Other Charges..........................................................    22
       5.14     Freight Earned...............................................................................    23
       5.15     Billing, Payment and Disputes................................................................    23
       5.16     Waiver Of Claims.............................................................................    23

6.     SCHEDULING............................................................................................    24

       6.1      Scheduling...................................................................................    24
       6.2      Priority Resolution..........................................................................    24
       6.3      Notice of Cancellation or Delay..............................................................    24

7.     MAINTENANCE SERVICES AND OTHER REQUIREMENTS...........................................................    25

       7.1      Maintenance of the Tug and Barge.............................................................    25
       7.2      Other Required Services......................................................................    25

8.     INSURANCE.............................................................................................    26

       8.1      Carrier's Insurances.........................................................................    26
       8.2      Shipper's Insurances.........................................................................    26
       8.3      Conditions Applicable to Insurances..........................................................    27
       8.4      Failure to Procure Insurance.................................................................    28

9.     LIABILITY AND INDEMNITY...............................................................................    28

       9.1      Carrier......................................................................................    28
       9.2      Shipper......................................................................................    31
       9.3      General Conditions...........................................................................    32
       9.4      Indemnification..............................................................................    32

10.    LIBERTIES.............................................................................................    32
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
11.    FORCE MAJEURE.........................................................................................    33

       11.1     Force Majeure Events.........................................................................    33
       11.2     Carrier's Obligation.........................................................................    33
       11.3     Shipper's Obligation.........................................................................    33
       11.4     Notice of Force Majeure......................................................................    34

12.    LIMITATION OF LIABILITY...............................................................................    34

       12.1     Limitation of Liability......................................................................    34
       12.2     Not A Demise.................................................................................    34

13.    GENERAL AVERAGE.......................................................................................    34

14.    POLLUTION.............................................................................................    35

       14.1     Compliance...................................................................................    35
       14.2     Oil Spill Response Plan......................................................................    36
       14.3     Pollution Mitigation.........................................................................    37

15.    CHANGE OF OWNERSHIP OF CARRIER........................................................................    37

16.    TERMINATION...........................................................................................    37

       16.1     Termination of Automatic Renewal.............................................................    37
       16.2     Termination Based Upon Breach or Default.....................................................    38
       16.3     Termination In Specific Instances............................................................    38
       16.4     Termination for Substandard Performance......................................................    39
       16.5     Prolonged Force Majeure......................................................................    40
       16.6     Total Loss of Barge..........................................................................    40
       16.7     Change of Ownership/Control..................................................................    40
       16.8     Automatic Termination........................................................................    40
       16.9     Termination By Assent........................................................................    40
       16.10    Other Conditions.............................................................................    41

17.    DEFINITIONS...........................................................................................    41

18.    DISPUTE RESOLUTION....................................................................................    42

       18.1     General......................................................................................    42
       18.2     Technical Disputes...........................................................................    42
       18.3     All Other Disputes...........................................................................    43
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
19.    GENERAL PROVISIONS....................................................................................    44

       19.1     Audit........................................................................................    44
       19.2     Shipper's Representatives....................................................................    45
       19.3     Liens Upon the Cargo.........................................................................    45
       19.4     Business Policy..............................................................................    45
       19.5     Notices......................................................................................    45
       19.6     Captions.....................................................................................    45
       19.7     Assignment...................................................................................    46
       19.8     Extension of Benefits........................................................................    46
       19.9     Entire Contract..............................................................................    46
       19.10    Severability.................................................................................    46
       19.11    Regulatory Approval..........................................................................    46
 </TABLE>

                                    EXHIBITS

       A        Barge Requirements
       A-1      Barge Specifications
       A-2      Interim Barge Specifications
       B        Tug Requirements
       B-1      Tug Specifications
       C        Minimum Requirements for Vessels Calling at SPM
       D        Manning Requirements
       E        No. 2 Diesel Oil Characteristics
       F        No. 6 Fuel Oil Characteristics
       G        Ports of Call
<PAGE>

Contract of Private Carriage
Page 1 of 77


                         CONTRACT OF PRIVATE CARRIAGE



     This Contract is made on this 4/th/ day of December, 2000, by and between
HAWAIIAN INTERISLAND TOWING, INC. (hereinafter called "Carrier"), a Hawaii
corporation whose principal place of business and address is Pier 21, Main
Office, Honolulu, Hawaii 96817, and HAWAII ELECTRIC LIGHT CO., INC.,
(hereinafter called "Shipper" or "HELCO"), a Hawaii corporation whose principal
place of business and address is P.O. Box 1027, Hilo, Hawaii 96721-1027.


                        W  I  T  N  E  S  S  E  T  H  :


          WHEREAS, Shipper is in the business of generation, distribution,
     purchase and sale of electrical power on the Island of Hawaii; and

          WHEREAS, Shipper utilizes large quantities of diesel and residual fuel
     oils in its generation process; and

          WHEREAS, Shipper is in need of acquiring reliable and economical
     transportation of such diesel and residual fuel oils between Oahu and the
     Island of Hawaii; and

          WHEREAS, Shipper's needs can best be met by the use of specialized
     Vessels dedicated primarily to serving Shipper's needs; and

          WHEREAS, Carrier is in the business of transporting liquid petroleum
     products in bulk among and between the Hawaiian Islands; and

          WHEREAS, Carrier has specialized Vessels that can effectively meet
     Shipper's needs; and

          WHEREAS, Carrier is entering into a similar agreement with Maui
     Electric Co., Ltd. (MECO);


     NOW THEREFORE, in consideration of these premises and of the mutual
promises herein contained, Carrier agrees to provide the Vessels identified
herein for the purpose of transporting Shipper's Cargo of diesel and fuel oils
between the Island of Oahu and the Island of Hawaii subject to the following
terms and conditions:

<PAGE>

Contract of Private Carriage
Page 2 of 77

1.   TERM

1.1  Initial Term.

     The initial term of this Contract shall be for a period of five (5) years,
     commencing on January 1, 2002.  Carrier shall have the Vessels necessary
     for service under this Contract ready and tendered for delivery to Shipper
     on the 1st day of January, 2002.  Carrier warrants that as of the date of
     commencement of this Contract, the Tug and Barge shall fully comply with
     the descriptions, particulars and capabilities set forth in this Contract,
     including, without limitation, Section 2., below, and Exhibits A, B and C,
     attached hereto and incorporated herein.

1.2  Option to Extend Term.

     The term of this Contract shall automatically renew after the expiration of
     the initial term set forth in Subsection 1.1., above, for up to three (3)
     additional five (5) year periods beginning January 1, 2007, unless Carrier
     or Shipper gives written notice of termination to the other party as set
     forth in Subsection 16.1., below.

1.3  Final Voyage.

     Should the Vessel be on a voyage laden with Shipper's Cargo upon the expiry
     of the term of this Contract, Carrier's obligation to provide the service
     contracted for herein shall continue at the same rate and conditions for
     such extended time as may be necessary for the completion of the delivery
     of Shipper's Cargo.

2.   VESSELS

2.1  Warranty.

     Carrier expressly warrants that during the full term of this Contract,
     Carrier's Vessels, being the Tug and Barge identified in this Section,
     shall conform to the minimal specifications, outfitting and operational
     requirements set forth herein, with Carrier to remain responsible for the
     seaworthiness and safety of the Vessels, equipment and operations
     consistent with the best marine practices available.  Carrier shall tender
     the Barge, being the new build, double hulled and OPA-90 qualified Barge
     required by this Contract, to Shipper fully fit for service hereunder on or
     before December 1, 2002.  However, from the commencement of the initial
     term of this Contract until December  1, 2002, Carrier shall be entitled to
     utilize the Barge identified on Exhibit A-2, attached hereto and
     incorporated herein, to provide the services required by this Contract
     (referred to herein as the Interim Barge); to the extent the Interim Barge
     as identified on Exhibit A-2, hereto, does not conform to the requirements
     of Exhibit A, hereto, it shall be treated as an approved exception to the
     requirements of Exhibit A.
<PAGE>

Contract of Private Carriage
Page 3 of 77


     Should Carrier fail to tender the Barge fully fit for service herein on or
     before December 1, 2002, Carrier shall pay to Shipper the sum of $5,000 per
     day until the Barge is so tendered for delivery, with Shipper concurrently
     entitled to any other rights and remedies which may be available to it at
     law, in equity or pursuant to this Contract.  Carrier agrees to use its
     reasonable best efforts to tender the Barge for delivery prior to December
     1, 2002.

2.2  Barge.

     The Barge shall be as identified on Exhibit A-1, attached hereto and
     incorporated herein (the attached Exhibit A-1 includes a description of the
     Barge to the degree currently possible; a final version of Exhibit A-1
     shall be attached upon completion of construction of the Barge), and shall
     be outfitted in accordance with Exhibits A and C, attached hereto and
     incorporated herein.  Such description, particulars and capabilities of the
     Barge shall be maintained by Carrier throughout the term of this Contract.

2.3  Tug.

     The Tug shall be as identified on Exhibit B-1, attached hereto and
     incorporated herein, and shall be outfitted in accordance with Exhibits B
     and C, attached hereto and incorporated herein.  Such description,
     particulars and capabilities of the Tug shall be maintained by Carrier
     throughout the term of this Contract.

2.4  Vessel Clarification.

     For purposes of clarification, it is understood that the Tug and Barge,
     including the Interim Barge and any substitute Tug or Barge provided in
     accordance with Subsection 2.5., below, shall be individually referred to
     as Tug, Barge or Vessel and collectively referred to as Vessels for
     purposes of this Contract.

2.5  Substitution.

     It is the intent of this Contract that Carrier shall provide Shipper with
     complete assurance that the Vessels shall be available to Shipper during
     the full term of this Contract.  In this regard, Carrier warrants that
     during any period in which a Vessel is not available for service hereunder,
     regardless of the duration of such suspension of service or whether or not
     the suspension of service was scheduled or anticipated except as provided
     in Subsection 7.1., below, that a suitable substitute Vessel of generally
     similar capability and capacity, acceptable to Shipper and meeting the
     requirements set forth in this Section, shall be employed by Carrier for
     service hereunder at no additional cost to Shipper.  All the provisions of
     this Contract shall apply to such suitable substitute Vessel.
<PAGE>

Contract of Private Carriage
Page 4 of 77


     Carrier expressly warrants that during the full term of this Contract, the
     substitute Vessel(s) shall conform to the minimal specifications,
     outfitting and operational requirements set forth herein, with Carrier to
     remain responsible for the seaworthiness and safety of the substitute
     Vessels, equipment and operations consistent with the best marine practices
     available.  Carrier shall be entitled to utilize as a substitute Vessel a
     tug and/or barge having technical specifications of no lesser functional
     capability of the Tug and Interim Barge to provide the contingent
     substitute services required by this Contract.  At the commencement of the
     term of the Contract and on each January 1 thereafter, Carrier must
     identify and provide a description in writing to Shipper summarizing the
     general specifications, dimensions and service capabilities of the
     substitute Tug or substitute Tugs, if the specific vessel utilized is one
     among a number of appropriately capable vessels, and identify and provide a
     description in writing to Shipper summarizing the general specifications,
     dimensions, layout and service capabilities the substitute Barge or
     substitute Barges, if the specific vessel to be utilized is one among a
     number of appropriately capable vessels.  Carrier must identify in writing
     whether the substitute Vessels are under its control through ownership or
     charter.  Carrier must also identify the expected trading area of each of
     the substitute Vessels.  The general adequacy of the substitute Vessels
     shall be assessed by Shipper, who shall have the right to approve
     substitution of specific vessels as circumstances requiring substitution
     arise, including approval of vessels which may not meet all of the
     requirements of the Tug and Barge set forth in this Contract.  In such
     case, however, Shipper shall also have the right to specify in such
     approvals the maximum period of time such substitute Vessel shall be
     allowed to operate under the Contract.  Carrier shall be entitled to
     subsequently identify alternate vessels in place of, or in addition to, the
     previously identified substitute Vessels, but such alternate or additional
     substitute Vessel(s) shall be subject to the written approval of Shipper,
     and Shipper's right to impose time limitations, as circumstances requiring
     substitution arise.

     Carrier warrants that any substitute Tug or Barge shall be fully capable
     and ready to promptly perform and shall be in all other respects able to
     perform in accordance with the requirements set forth in this Contract,
     including, but not limited to, having valid coverage under Carrier's oil
     spill liability and other insurance policies and the ability to lawfully
     operate under a USCG Certificate of Financial Responsibility and USCG-
     approved oil spill response plan (hereinafter the "Plan") consistent with
     the Cargo, ports and facilities required herein.  It is further understood
     and agreed that any substitute Tug or Barge must be regularly maintained
     and stationed at a port or place such that it will be available for service
     hereunder within fifteen (15) days following the date on which the Tug
     and/or Barge is not available for service hereunder.
<PAGE>

Contract of Private Carriage
Page 5 of 77


2.6  Seaworthiness.

     With respect to any Vessel provided by Carrier pursuant to this Contract,
     Carrier shall be bound to exercise due diligence at all times during the
     entirety of the Contract term to:

          A.   make the Vessel seaworthy, tight, staunch, strong, fit and in a
               thoroughly efficient state, order and condition;

          B.   properly man the Vessel in accordance with Section 3., below, and
               Exhibit D, attached hereto and incorporated herein;

          C.   make the tanks and all other parts of the Barge in which Cargo is
               carried or to be carried fit and safe for the receipt, loading,
               stowage, carriage, preservation and discharge of the Cargo;

          D.   equip the Barge in accordance with the provisions of Exhibits A
               and C, attached hereto and incorporated herein;

          E.   equip the Tug in accordance with the provisions of Exhibits B and
               C, attached hereto and incorporated herein;

          F.   warrant that the Vessel is fully rigged with appropriate towing
               gear, fenders, hoses, reducers and all other necessary and/or
               appropriate equipment for the safe, efficient and proper loading
               of Cargo at Honolulu Harbor, Barbers Point Harbor or  Tesoro
               Single Point Mooring and Sea Berth off-shore Barbers Point
               (hereinafter "Tesoro SPM") in accordance with Exhibit C, attached
               hereto and incorporated herein, and for the discharging of Cargo
               at ports or places in the Hawaiian Islands;

          G.   ensure that the Plan is approved and filed with all appropriate
               governmental authorities as required and is in accordance with
               the Vessel's configuration and equipment, nature and amount of
               Cargo carried or to be carried on board the Vessel; that the Plan
               provides for adequate response capability at the ports, places
               and marine facilities called and for seas and places of transit;
               that a copy of the Plan is carried on board the Vessel; and that
               the Vessel's Master, mates, officers, crew and tankermen are
               familiar and experienced with the Plan's implementation, and

          H.   warrant that all required United States  Coast Guard (USCG)
               certifications for the Vessel are in full force and effect.
<PAGE>

Contract of Private Carriage
Page 6 of 77


2.7  Tank Calibration and Gauging.

     All cargo tanks of the Barge shall have been calibrated and ullage tables
     prepared in accordance with applicable API/ASTM standards by a reputable
     independent inspector. The Barge shall have clearly legible and accurate
     draft markings both fore and aft.  The ullage tables shall provide trim
     corrections.  Wedge volume tables shall also be provided.  The reference
     point for gauging the striking height at the gauging point, and the
     compartment number shall be clearly indicated on the gauging hatch of each
     cargo tank.  Copies of the above mentioned ullage tables shall be provided
     to Shipper prior to commencement of service hereunder, and a legible copy
     shall be available on the Barge during loading and discharge.

2.8  Cargo Transfer Equipment.

     Carrier will supply all necessary hoses, fittings, reducers and couplings
     (American and Metric) required for the USCG approved transfer of the Cargo
     to any and all loading and discharge headers and will ensure that such
     hoses, fittings and couplings will be available on a timely basis so as to
     meet Shipper's delivery schedule.  All manifold valves and fittings,
     outboard of the last fixed support to the Barge's deck, that are used in
     the transfer of Cargo and ballast, shall be made of steel, malleable iron
     or other suitable material.  Cast iron valves or fittings are not
     acceptable.

     Carrier shall provide a sufficient number of cargo hoses of sufficient
     length and diameter, of a type appropriate for the nature of Shipper's
     Cargo, and suitable for the Cargo's efficient loading and discharging.  Any
     and all cargo hoses used by the Vessel in performance of this Contract
     shall be appropriately inspected, hydro tested and marked no earlier than
     twelve (12) months preceding their use hereunder.  Further, Carrier
     warrants that any and all cargo hoses used in service hereunder shall be
     inspected and hydro tested at intervals not to exceed twelve (12) months.
     A complete set of spare hoses, tested and ready for use, shall be carried
     aboard the Barge at all times.

3.   VESSEL PERSONNEL

3.1  Complement.

     Carrier warrants that, during the term of this Contract:  the Vessel shall
     have a full and efficient complement of Master, officers, mates and crew,
     with adequate training and experience in operating all of the Vessels'
     equipment; the Master, officers, mates and crew shall possess valid and
     current certificates/documents issued and approved by the USCG; and,
     Carrier's personnel shall be trained, experienced, certificated and
     proficient in accordance with Exhibit D, attached hereto and incorporated
     herein.
<PAGE>

Contract of Private Carriage
Page 7 of 77


     Carrier shall provide Shipper with professional histories showing the tank
     barge towing experience of the Master and officers serving on board the
     Vessel at the commencement of performance under this Contract.  Similar
     histories shall be furnished for any new Master or officer assigned to the
     Vessel at the commencement of their responsibilities.

     The Master of the Tug, including any relief or substitute Master, shall
     have a minimum of five (5) years of experience in the towing of tank barges
     in the capacity of Master, and each Mate of the Tug, including any relief
     or substitute Mate, shall have a minimum of three (3) years of experience
     in the towing of tank barges in the capacity of a Master or Mate.  In
     addition, the Master shall have a minimum of five (5) previous arrivals and
     five (5) previous departures for any port at which the Tug  and Barge call.
     These arrivals and departures must have been made while serving in the
     capacity of Mate, Master or observer on vessels of equivalent size and
     characteristics as the Vessels required hereunder.

3.2  Tankermen.

     Carrier will furnish the necessary personnel for loading and discharging
     the Barge, including but not limited to providing or arranging for a
     minimum of two (2) trained, licensed and certificated tankermen to attend
     the Vessel at all times when the Vessel is arriving and departing the
     places of Cargo loading or discharging, during Cargo operations and at all
     times when the Vessel is at berth in a laden condition.

     Carrier is to assign sufficient tankermen to maintain two (2) alert and
     rested tankermen on board during all Cargo transfer operations.  The
     tankermen shall manipulate all Barge valves and shall handle all
     connections at the places of Cargo loading and discharging, as well as the
     necessary pumping facilities to affect the discharge of Cargo.  In
     addition, Carrier shall furnish all mooring lines for the Barge, and all
     personnel required to handle mooring and tow lines.

3.3  Employee Responsibility and Training.

     Carrier warrants that the Vessel's Master, officers and tankermen have
     formal job descriptions which include all duties and responsibilities
     applicable to Carrier's performance of services as required by this
     Contract.  Carrier also warrants that such responsibilities and duties of
     the Master, officers and tankermen in such areas as seaworthiness of
     Vessel, safe navigation, weather and sea conditions, tow wires, preventing
     leakage, towing and deck machinery, condition of tanks, training and
     readiness, compliance with laws and regulations, including manning laws and
     regulations, and display of documents are set forth in written procedure
     documents which have been reviewed by such personnel and which are
     maintained on the Vessels.
<PAGE>

Contract of Private Carriage
Page 8 of 77



     Carrier further warrants that all personnel have received as of the date of
     the commencement of performance under this Contract, and will continue to
     receive throughout the term of this Contract, formal instruction and
     informal training in conformity with the requirements of Shipper and
     Shipper's Cargo suppliers' terminal facilities in such areas as:  general
     safety practices and procedures; fire fighting, oil spill control and other
     emergency procedures; health hazards including hazardous materials
     handling; and, tank barge operations for tankermen.

3.4  Master's Duties.

     The Master of the Tug shall determine whether operations requested by
     Shipper can safely be undertaken and whether the Vessels are capable of
     undertaking or being employed to carry out the directions and orders of
     Shipper, provided that the Master shall not unreasonably refuse any request
     to undertake operations or carry out any order or direction specified by
     Shipper.  The Master, although appointed by and in the employ of Carrier
     and subject to Carrier's direction and control, shall prosecute voyages
     with the utmost dispatch, shall render all reasonable assistance with the
     Tug's officers, crew and equipment, and shall carry out the requests of
     Shipper in connection with Shipper's agencies and arrangements, including
     but not limited to Shipper's Cargo suppliers and receivers, the terminal
     and marine facility personnel of Shipper's Cargo suppliers and receivers,
     and the Cargo inspectors.  It is agreed that nothing in this Contract,
     however, shall be construed as vesting Shipper or its agents with any
     control over the physical operation or navigation of the Vessel.

     If Shipper shall have reason to be dissatisfied with the conduct of the
     Master, mates, officers, crew and/or tankermen, Carrier shall, on receiving
     particulars of Shipper's complaint, investigate and, if necessary, make a
     change in the appointments or practices.

3.5  Safety Management.

     Carrier shall obtain prior to the inception of this Contract, and shall
     maintain during the full term of this Contract including any extension
     period, full certification under the then current American Waterways
     Operators Responsible Carrier Program as well as ISO 9000 (or standards
     which supersede them).  Carrier shall also obtain prior to the inception of
     this Contract, and shall maintain during the full term of this Contract
     including any extension period, full certification under ISO 14000 (or
     standards which supersede them).
<PAGE>

Contract of Private Carriage
Page 9 of 77


3.6  Mooring Master.

     Carrier will use and employ the nominated mooring master (hereinafter
     "Mooring Master") to advise in mooring, connecting of hoses, discharging,
     loading, unmooring and departing from the Tesoro SPM as and if required by
     the Tesoro SPM terminal operator.  However, at all times, the Master of the
     Tug shall remain responsible for the safety of the Vessels and their
     personnel during such operations.

     The Mooring Master is supplied on the condition that in the performance of
     any service rendered with respect to the Vessels, he/she is the servant of
     the Vessels and Carrier, and not the servant of Shipper nor any of its
     associated or affiliated companies, nor any of Shipper's Cargo suppliers or
     receivers, nor any of the employees, representatives, servants and agents
     of any of the foregoing.  The Vessels and Carrier shall indemnify and hold
     harmless Shipper, its associated and affiliated companies, and Shipper's
     Cargo suppliers and receivers, and any of the employees, representatives,
     servants and agents of any of the foregoing, of and from any losses,
     damages, delays, claims and liabilities arising out of the Mooring Master's
     rendering of services to the Vessels, including legal fees and costs.
     Presence of the Mooring Master on board in no way relieves the Master of
     the Tug or Carrier of any responsibilities under this Contract.

3.7  Drugs and Alcohol.

     Carrier warrants that it has a policy on Drug and Alcohol Abuse (the
     "Policy") applicable to the Vessels which meets or exceeds the standards of
     the USCG and which provides that appropriate personnel, including seafarers
     and tankermen, be tested; the drug/alcohol testing and screening shall
     include reasonable cause testing, random testing, pre-employment testing
     and testing during routine medical examinations.  Carrier warrants that the
     Policy will remain in effect during the full term of this Contract, and
     that Carrier shall exercise due diligence to ensure that the Policy is
     fully complied with.

3.8  Equal Opportunity.

     During the term of this Contract, Carrier warrants that it shall comply
     with the requirements of the Federal Government and the State of Hawaii
     with respect to maintenance of non-segregated facilities, equal employment
     opportunity, affirmative action for veterans, disabled veterans, minorities
     and handicapped workers.
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Contract of Private Carriage
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3.9  Documented Procedures.

     Carrier warrants that it has formal written procedures governing crew
     activity such as work vests, hard hats, breathing apparatus, safe access,
     smoking, lighting and lifesaving equipment.  Carrier also warrants that it
     has formalized tankermen procedures in place which cover operational
     subjects such as, but not limited to, the following: emergency procedures;
     vessel inspection checklist covering towing gear, lights, machinery, cargo
     tanks, mooring gear, cargo gear, engine room and deck fittings; vessel
     mooring; cargo integrity; cargo transfer equipment connections; pre-
     transfer conference; cargo inspection and gauging procedures; trim and
     stress; static hazard procedures; specific cargo transfer procedures; cargo
     heating procedures, topping off procedures; tank stripping operations;
     transfer shutdown procedures; startup transfer procedures; operating logs;
     pollution control; cargo tank ventilation and tank entry hazards; and
     damaged barge management. Carrier further warrants that it has an audit or
     review program in place which includes provision for penalties or other
     disciplinary actions to assure compliance with prescribed safety practices
     and operating procedures.

     Copies of these documents and the results of audits conducted by Carrier
     shall be provided to Shipper at or prior to the inception of the initial
     term of this Contract, and promptly upon any revision or change to written
     procedures or as audit results are received by Carrier.

3.10 Safety Program.

     Carrier is to maintain a formal written safety program concerning all
     procedures, including, but not limited to, navigation, operations, cargo
     handling, tank cleaning, voyage repairs and documented monthly safety
     meetings.

     Carrier is also to maintain formal written procedures to track and
     communicate to Shipper all events involving serious damage to the Vessels
     or marine facilities, injuries, oil spills and other casualties, including
     "near miss" incidents, involving Carrier or its affiliates, whether or not
     the event is related directly to services under this Contract.  This
     program is intended to inform personnel and Shipper as to the causes,
     findings and recommendations arising from an investigation of such
     incidents with the objectives for Carrier of reducing the likelihood of a
     recurrence and improving the effectiveness and state of readiness of
     casualty response activity.
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Contract of Private Carriage
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4.   CARRIAGE, LOADING AND DISCHARGE OF CARGO

4.1  Alternate Ports.

     The Cargo shall be loaded, transported and discharged by Carrier at and
     between the ports identified on Exhibit G, attached hereto and incorporated
     herein, as well as any substitute or other ports or berths within the State
     of Hawaii as may be identified by Shipper.

4.2  Safe Berth.

     Carrier shall have the responsibility for determining the safety of each
     port and berth applicable to the services covered by this Contract,
     including entry into, laying afloat at, and egress from each such port and
     berth by the Vessels at all seasons, times and stages of tide.  The ports
     and berths identified herein are agreed by Carrier to be safe for such
     purposes.  In the event substitute or other ports or berths are nominated
     by Shipper, Carrier shall promptly inspect such ports and berths to
     determine whether the Vessels can safely enter, lay at and depart from such
     ports and berths at all seasons, times and stages of tide, and shall
     immediately notify Shipper in writing if the Vessels or either of them
     cannot do so, identifying the deficiencies with particularity.  Should any
     port or berth become, in the reasonable opinion of Carrier, unsafe
     following commencement of this Contract, Carrier shall immediately notify
     Shipper in writing with full particulars of the hazards and/or dangers and
     shall await Shipper's instructions.  Carrier shall be responsible for the
     safe navigation operation and berthing of the Tug and Barge at all times.

4.3  Marine Facilities.

     The Vessels shall operate in compliance with any and all regulations,
     including operating, pollution abatement and safety regulations of the
     operator or governing regulatory bodies of any marine terminal facility,
     wharf, berth or dock for which the Vessels are nominated by Shipper to load
     or discharge Cargo hereunder, including when the Vessels are approaching,
     alongside or departing said facility, wharf, berth or dock.  Should the
     Vessel fail to comply with such rules and regulations or should the
     terminal representative determine that an unsafe condition exists with
     respect to the Vessels or either of them, the terminal representative shall
     have the right to order the Vessels to immediately cease loading or
     unloading operations and leave the place of mooring.  Any and all time lost
     as a result of such Vessel non-compliance shall not count as used laytime
     or as demurrage if the Vessels are on demurrage, and all costs and expenses
     that arise as a result of such non-compliance shall be for the sole account
     of Carrier.
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Contract of Private Carriage
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4.4  Barge Makeup.

     Carrier shall be responsible for making up the Tug and Barge and for
     determining the method and position in which the Barge shall be towed.

4.5  Pumping In and Out.

     All Cargo shall be loaded into the Barge by shore pumps as designated by
     Shipper and at the expense and risk of Shipper up to the shore riser or
     connection point on the SPM hose, as applicable, at which point Carrier's
     period of responsibility with respect to the Cargo shall commence.  Carrier
     shall have the responsibility for making the connection between the Barge
     hose and the shore riser or connection point on the SPM hose, as
     applicable.  Carrier's period of responsibility with respect to the Cargo
     shall continue during loading, stowage and transportation and until the
     Cargo has passed the shore riser at the discharge end, subject to
     Subsection 9.1.D.3., below.

     All Cargo shall be discharged by the Barge pumps and at the expense and
     risk of Carrier up to the connection of the Barge hose to the shore riser
     at the discharge end, which connection between the Barge hose and the shore
     riser at the discharge end shall be Carrier's responsibility.  Carrier
     shall provide all necessary and sufficient pumps, power, hoses, reducers
     and hands required on board for safely mooring and unmooring, connecting
     and disconnecting of hoses and loading and discharging Cargo. The Barge
     shall load and/or discharge up to three grades of Cargo simultaneously.

     Carrier shall provide and deploy oil booms and any other pollution
     abatement equipment required by regulation or policy of the terminal.  The
     Barge shall load at the rates requested by Shipper, its agents and/or the
     terminal facility personnel, having due regard for the safety of the Barge
     and the environment.  Carrier warrants that Barge shall at all times be
     able to discharge Cargo at the rate indicated in Exhibit A hereto or
     maintain a minimum pressure at the Barge's manifold of 100 psi in
     accordance with Exhibit A hereto or the maximum pressure permitted by the
     terminal, whichever is lower.

     All time lost as a result of Barge being unable to discharge Cargo in
     accordance with the pumping warranty set forth above shall not count as
     used laytime or, if Vessels are on demurrage, as time on demurrage.  If the
     terminal or place of discharging does not allow or permit the Barge to meet
     the above warranty or requires discharging grades consecutively, the Master
     shall forthwith issue a Letter of Protest (which should, if practical, be
     acknowledged in writing) to such terminal or place.  If the Master fails to
     issue the Letter of Protest, Carrier shall be deemed to waive any rights to
     contest that time was lost as a result of the Barge's failure to comply
     with the above pumping warranty.  Any pumping time lost solely due to
     restrictions imposed by the terminal or place of discharge shall count as
     used laytime or, if the Barge is on demurrage, as time on demurrage.
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Contract of Private Carriage
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4.6  Cargo Hose Markings.

     Before making hose connections for loading or discharging, or before
     changing the Cargo type to be transferred through the same hose, or when
     two or more hoses are used simultaneously, both ends of each hose shall be
     marked with Shipper's Cargo type and checked by Carrier's and Shipper's
     representative before any Cargo is moved.  This is intended to avoid
     contamination or mixtures of Cargo.

4.7  Cargo Handling.

     Carrier shall properly and carefully load, handle, stow, carry and
     discharge Shipper's Cargo.  The types of Cargo carried under this Contract
     shall be petroleum products, including, but not limited to, aviation grade
     kerosene (to be used for non-aviation purposes only), non-aviation gas
     turbine fuels, naphtha, diesel fuel oils and residual fuel oils, with a
     maximum of three (3) grades within the Barge's natural segregation.  It is
     the intention of Shipper that the Cargo transported under this Contract
     will include but not be limited to Grade A petroleum products, Diesel Fuel
     Oil and No. 6 Industrial Fuel Oil which are approximately described in
     Exhibits E and F, attached hereto and incorporated herein, respectively.

     No Cargo, thing or substance which, due to its composition, size, shape,
     weight or any combination thereof, constitutes an unreasonable hazard to
     the Barge, its equipment and/or the safe operation thereof, shall be
     shipped, nor shall any voyage be undertaken nor any goods or Cargo loaded
     that would involve any risk of seizure, capture or penalty by any
     government or governmental authority, nor shall any contraband of war be
     shipped.

4.8  Cargo and Bunker Sample and Survey.

     Carrier shall allow an independent inspector appointed with the approval of
     Shipper to survey and take samples of the Cargo and bunker tanks,
     cofferdams, ballast and slop tanks, or any other void space on the Barge
     prior to, during and after the time of the loading and discharge of
     Shipper's Cargo.
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Contract of Private Carriage
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4.9   Cleaning.

      Upon commencement of service under this Contract, the Barge tanks shall be
      completely clean and free of all retains and residues. Subsequent to
      initial tender of the Barge, where the Barge has transported third-party
      cargo or been other than in dedicated service to Shipper or MECO, Shipper
      shall have the right to sample the residue of prior cargo in the Barge
      before loading Cargo to determine the suitability of the Barge. In each
      instance in which Carrier has transported third-party cargo, and before
      loading Shipper's Cargo pursuant to this Contract, Carrier shall be deemed
      to have warranted that the tanks, lines and pumps are free of any residue
      and retainage not compatible with Shipper's Cargo to be loaded or which
      may cause contamination to or loss or damage of Shipper's Cargo. Shipper
      may inspect the Barge to ensure compliance with the foregoing; the time
      required for such sampling shall not count as used laytime or demurrage if
      the Barge is on demurrage. If, as a result of such inspection, the Barge
      is found to be unsuitable, Shipper may order cleaning, or, if in Shipper's
      judgment cleaning will not make the Barge suitable, Shipper may reject the
      Barge at no cost to Shipper. The costs of such cleaning, including the
      disposal of residues, shall be for Carrier's account, and the time
      required for such initial cleaning shall not count as used laytime or
      demurrage if the Vessels are on demurrage. The cost of cleaning, including
      the disposal of residues, subsequent to initial presentation of the Barge,
      and provided the Barge remains in dedicated service to Shipper, shall be
      for the account of Shipper, and the time required for such additional
      cleaning shall count as used laytime or demurrage if the Vessels are on
      demurrage, provided such cleaning has been requested by Shipper or is
      required because Shipper has loaded subsequent incompatible and/or
      contaminated Cargo. In all other instances, the costs of cleaning tanks,
      including the disposal of residues, s hall be for Carrier's account.

4.10  Equipment Failure.

      Should Cargo remain on board after a voyage through equipment failure on
      the Barge, or through other cause for which Shipper is not responsible,
      Carrier shall be responsible to deliver the Cargo as directed by the
      Shipper as promptly as possible, and Shipper shall not be liable for any
      further or additional freight or demurrage charges.

4.11  Cargo Retainage.

      Upon commencement of performance under this Contract, Carrier shall work
      with Shipper and an independent inspector to initiate and update with each
      voyage a written cargo retain log. Such log shall remain onboard the Barge
      and shall be available for inspection and photocopying upon request of
      Shipper. Within a reasonable period of time after execution of this
      Contract, Carrier, Shipper, and independent inspector will meet to
      determine a reasonable volume of Cargo retainage to be carried on each
      voyage. Thereafter, on each voyage, Carrier will maintain the agreed upon
      level of retainage per voyage.
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Contract of Private Carriage
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      In the event Shipper requests that Cargo be retained aboard the Barge in
      excess of the agreed normal voyage retainage, such additional retainage
      shall be returned to Oahu aboard the Barge, and shall thereafter remain
      aboard the Barge until the next voyage, without further accrual of freight
      charges or demurrage, though freight on such additional retainage shall be
      paid on the voyage on which it was loaded.

4.12  Voyage Course and Speed.

      Carrier does not guarantee any particular speed during any voyage and does
      not warrant delivery of the Cargo at any particular date or time or to
      meet any particular market or time for any particular use. However, due to
      the critical nature of the Cargo, Carrier warrants that it shall prosecute
      voyages with reasonable dispatch, shall proceed safely to designated ports
      of loading and discharge and shall, in any event, take whatever steps may
      be necessary, consistent with prudent seamanship, to make prompt and
      scheduled delivery of the Cargo. Carrier shall have the sole discretion to
      determine the speed and course which is prudent, and is to consider
      factors including, but not limited to, sea and weather conditions, Vessel
      capacities and capabilities, crew safety, other vessel traffic, port
      conditions and environmental safety. The Barge may not be navigated within
      five (5) miles of a lee shore or three (3) miles from any shore except in
      approaching or departing a harbor or when safety and prudent seamanship
      require passage between islands or operating closer to shore.

4.13  Other Trades.

      Carrier shall have the right to employ the Barge in other trades so long
      as Shipper's requirements under this Contract are fully met, with Shipper
      to have first priority with respect to the use of the Tug and Barge at all
      times. In the event Carrier has the opportunity to transport such third-
      party cargo, it shall inform Shipper of the particulars thereof and obtain
      Shipper's written permission prior to commencement of such services, which
      permission shall not be unreasonably withheld.

4.14  Joint Voyages.

      Shipper shall have the right to load and transport Cargo of MECO on any
      voyage, which shall be referred to as a joint voyage. On any such joint
      voyage, Shipper's Cargo shall be governed by this Contract while MECO
      cargo shall be governed by its separate agreement with Carrier.
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Contract of Private Carriage
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5.    RATES, CHARGES, ETC.

5.1   Freight Rates.

      The following freight rates ("Freight Rate(s)") shall be applicable to
      this Contract:

          A.   One of the three options set forth below shall be selected
               annually by Shipper on or before December 1 of each year as being
               the applicable Freight Rates for the next year for petroleum
               products transported in bulk for Shipper on voyages where
               petroleum products are not also transported in bulk for MECO or
               another party:

                                         OPTION #1

                       -----------------------------------------------
                              Volume in Barrels         Rate in $/BBL
                       -----------------------------------------------
               Tier 1    minimum of 25,000              2.23
             ---------------------------------------------------------
               Tier 2    25,001 to 32,500               1.03
             ---------------------------------------------------------
               Tier 3    amount in excess of Tier 2     0.50
             ---------------------------------------------------------


                                         OPTION #2

                       -----------------------------------------------
                              Volume in Barrels         Rate in $/BBL
                       -----------------------------------------------

               Tier 1    minimum of 30,000              1.94
             ---------------------------------------------------------
               Tier 2    30,001 to 37,500               0.94
             ---------------------------------------------------------
               Tier 3    amount in excess of Tier 2     0.50
             ---------------------------------------------------------


                                         OPTION #3

                       -----------------------------------------------
                              Volume in Barrels         Rate in $/BBL
                       -----------------------------------------------
               Tier 1    minimum of 35,000              1.65
             ---------------------------------------------------------
               Tier 2    35,001 to 42,500               0.88
             ---------------------------------------------------------
               Tier 3    amount in excess of Tier 2     0.50
             ---------------------------------------------------------
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Contract of Private Carriage
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          B.   Shipper may designate additional discharge port calls at
               Kawaihae, Hawaii during any voyage to Hilo.  Shipper will
               compensate Carrier for such calls based upon the number of hours
               required to deviate from the normal return voyage from Hilo and
               the time in Kawaihae required for discharge at the demurrage
               rates set forth in Subsection 5.8., below, subject to Shipper's
               ability to apply any unused laytime for loading/discharging on
               that voyage against such demurrage charges.  In addition to the
               above, Shipper shall reimburse Carrier for any port charges
               incurred at the additional port call.

          C.   The Freight Rate applicable to Shipper's Cargo on any joint
               voyage with MECO shall be ninety percent (90%) of the Freight
               Rate identified in Subsection 5.1.A., above.  Shipper and MECO
               shall provide Carrier with information and instructions for
               invoicing on joint voyages.

          D.   In the event Shipper loads less than the volume of Cargo
               identified in subsection 5.1.A., Tier 1, above, aboard the Barge
               on any voyage, except joint voyages with MECO, Shipper shall pay
               Carrier freight based upon the minimum volume identified times
               the Freight Rate identified for Tier 1, above.

5.2  Shipments Made In Conjunction With Third Parties.

     Subject to Shipper's advance permission, Carrier may transport petroleum
     products in bulk for parties other than Shipper or MECO (hereinafter
     "third-party cargo") on voyages performed under this Contract.  For the
     purpose of determining the freight cost of Shipper's Cargo when transported
     by Carrier in conjunction with such third-party cargo, Shipper's Freight
     Rate shall be calculated according to Subsection 5.1.A., above, but with
     Shipper to receive a credit to the extent of such third party cargo against
     the volumes (including minimum volumes) beginning at Tier 1 and continuing
     into Tier 2 and/or Tier 3 to the extent of the volume of such third party
     cargo.

5.3  Annual Escalation.

     The Freight Rates set forth in Subsections 5.1. and 5.2., above, and the
     demurrage rates in Subsection 5.8., below, shall be subject to an annual
     escalation effective as of January 1, 2003, and each January 1 thereafter,
     on the basis of the arithmetic average of two components each weighted
     equally.  One component is the arithmetic average of the Producer Price
     Index for Industrial Commodities ("PPI") as published by the U.S.
     Department of Labor, Bureau of Labor Statistics for the period July through
     September preceding every January 1 in which service is rendered by Carrier
     hereunder commencing January 1, 2003, divided by the arithmetic average of
     the PPI for the three months, July through September, 2002.  The second
     component is the arithmetic
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Contract of Private Carriage
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     average of the hourly earnings in dollars per hour for the water
     transportation services industry as reported in "Employment and Earnings"
     published by the U.S. Department of Labor, Bureau of Labor Statistics
     ("EE") for the period July through September preceding every January 1 in
     which service is rendered by Carrier hereunder commencing January 1, 2003,
     divided by the arithmetic average of the EE for the three months, July
     through September, 2002.  Such Freight Rates and Demurrage Rates shall
     continue during any extension pursuant to Subsection 1.2, above.  In the
     event the foregoing indices, or either of them, are discontinued or
     materially altered, the parties shall promptly meet and agree upon
     alternate reference(s) which duplicate the functions served by the
     discontinued or altered indices and assure Carrier and Shipper are in
     substantially identical positions as before such discontinuation or
     alteration.  However, in no event shall the Freight Rates for Carrier be
     less than the Freight Rates agreed at the inception of the initial term of
     this Contract.

5.4  Cargo Volume.

     Freight charges shall be based upon net quantity of Cargo loaded into the
     Barge as shown by shore tank gauges or positive displacement meter, unless
     otherwise requested and agreed by the parties in advance.  The quantity of
     Cargo so measured shall be corrected for liquid temperature to the quantity
     equivalent at sixty degrees Fahrenheit in accordance with the latest
     edition of the ASTM-IP Petroleum Measurement Tables.

5.5  Laytime Duration.

     Allowable laytime for loading Cargo shall be fourteen (14) hours; for joint
     voyages with MECO, the loading laytime shall be applied to the loading of
     both Shipper's and MECO's Cargo, as such Cargo is loaded concurrently.  The
     allowable loading laytime solely for Shipper for such joint voyage with
     MECO shall be that part of loading laytime which bears the same
     relationship to the total loading laytime as the number of Shipper barrels
     of Cargo bears to the total number of Shipper and MECO barrels of Cargo.
     Allowable laytime for discharging at the Island of Hawaii shall be fourteen
     (14) hours for a Cargo of 45,000 barrels or less, and, for a Cargo in
     excess of 45,000 barrels, one additional hour of laytime shall be added to
     the fourteen (14) hours for each 3,000 barrels or part thereof of Cargo
     above 45,000 barrels, except for Cargo shipped on a joint voyage with MECO,
     where such allowable laytime for discharging shall apply to both Shipper
     and MECO Cargo.  The allowable discharge laytime solely for Shipper for
     such joint voyage with MECO shall be that part of discharge laytime which
     bears the same relationship to the total discharge laytime as the number of
     Shipper barrels of Cargo bears to the total number of Shipper and MECO
     barrels of Cargo.  Allowable laytime for loading and discharge operations
     during a voyage shall be cumulative and reversible, and may be applied to
     any claim for demurrage arising during that voyage, including demurrage
     arising as a result of deviation.
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Contract of Private Carriage
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5.6  Laytime Loading.

     Laytime shall commence at the loading berth, either at Honolulu Harbor or
     Barbers Point Harbor, when the Barge is alongside and secured at loading
     pier and Carrier notifies the terminal that the Barge is ready to receive;
     laytime shall cease when loading is completed.  Demurrage charges for
     loading at Honolulu Harbor shall apply only to the Barge until loading is
     completed and the Barge is secured and ready for sea.

5.7  Laytime Discharge.

     Laytime shall commence at discharge berth when the Barge is alongside and
     secured at discharge pier and Carrier notifies the terminal that the Barge
     is ready to discharge.  Laytime shall cease when the discharge of Cargo is
     complete. Demurrage charges at discharge shall accumulate on the Tug for
     only that time during which the Tug is standing by.

5.8  Demurrage.

          A.   Tug (main engines operating):      $350.00 per hour

          B.   Tug (main engines not operating):  $200.00 per hour

          C.   Barge:                             $200.00 per hour

     Counting of time for purposes of laytime and demurrage shall commence as
     set forth above, and shall continue uninterruptedly until completion of
     loading or discharging, except that time shall not be counted, or counting
     shall be suspended, at all times loading and/or discharging are delayed or
     prevented as a result of matters beyond Shipper's actual and direct
     control, including, but not limited to, periods of delay resulting from:

          A.   the Vessels in reaching, departing or at the berth (including
               weather delays, awaiting daylight, tide, assist tugs or pilots)
               caused by any reason or condition not reasonably within Shipper's
               control;

          B.   the Vessels in moving from port anchorage to all fast in berth or
               time consumed by the Vessel lining up, draining pumps/lines or
               cleaning tanks, pumps and lines, except as in Section 4.9.,
               above;

          C.   any delay due to operational deficiency of the Vessels or
               breakdown or inability of the Barge to load or discharge Cargo;

          D.   prohibition of loading or discharging at any time by the port
               authorities or by the terminal facilities due to a violation of
               any operating and/or
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Contract of Private Carriage
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               safety regulation due to the condition of the Vessels or either
               of them or act or omission by the Tug's Master, mates, officers
               or crew or the tankermen;

          E.   escape or discharge of oil or the threat of an escape or
               discharge of oil on or from the Vessels or either of them whether
               or not due to any condition of the Vessel or any act or omission
               to act of the Tug's Master, mates, officers or crew or the
               tankermen;

          F.   non-compliance with USCG regulations or failure to obtain or
               maintain any and all required inspection letters, certificates,
               oil spill response plan approval on the part of the Tug's Master,
               mates, officers or crew or the tankermen;

          G.   labor dispute, strike, go slow, work to rule, lockout, stoppage
               or restraint of labor involving the Tug's Master, mates, officers
               or crew or the tankermen or any assist tug, stand-by boat or
               pilot;

          H.   an event of Force Majeure as defined in this Contract; or,

          I.   the neglect or interference of Carrier, its agents, or employees;

     none of which shall not be considered as used laytime or as demurrage if
     the Vessels are on demurrage.  Carrier shall take any and all reasonable
     steps available to minimize demurrage time and charges.

5.9  Tankermen Charges.

     All charges applicable to tankermen, including, but not limited to,
     compensation, travel, lodging and meals shall be deemed included in the
     applicable Freight Rate and shall be Carrier's sole responsibility.
     Carrier shall also be responsible for scheduling tankermen and
     transportation and lodging for tankermen.

     However, when the Vessels are on demurrage and the tankermen are either
     standing by or attending operations, Shipper shall pay Carrier $42.50 per
     tankerman per hour.

5.10 Heating of Fuel Oil Aboard the Tow.

     Shipper shall reimburse Carrier for the actual documented cost of fuel
     consumed by the Barge's cargo heating system when operated in response to
     Shipper's express instructions.
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Contract of Private Carriage
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5.11 Diesel Fuel Price Adjustment.

     In addition to other charges contained in this Section 5., Shipper shall
     pay, or receive a credit for, a Diesel Fuel Price Adjustment ("DFPA"),
     reflecting changes in the cost of Tug fuel which shall be calculated on a
     voyage by voyage basis, as follows:

          DFPA = (CFP - BFP) x DFC x (Shipper Volume / Total Volume)

          Where,

          CFP = For purposes of this Contract, the Current Fuel Price for No. 2
     Diesel Fuel in dollars per gallon shall be defined as the arithmetic
     average of the Chevron and Tesoro Honolulu price for Low Sulfur No. 2
     Diesel, computed to the nearest thousandths of a dollar, as reported in the
     edition of the Lundberg Wholesale Diary in effect upon the date of the
     completion of loading Shipper's cargo.

          BFP = For purposes of this Contract, the Base Fuel Price in dollars
     per gallon shall be fixed at $1.260 for the duration of this Contract; it
     is derived by taking the arithmetic average of the Chevron and Tesoro
     Honolulu price for Low Sulfur No. 2 Diesel, computed to the nearest
     thousandths of a dollar, as reported in the edition of the Lundberg
     Wholesale Diary in effect as of September 15, 2000.

          DFC = The actual diesel fuel consumed during the voyage, in gallons,
     as determined by sounding the fuel tanks of the Tug, before and after the
     voyage.

          Shipper Volume = The Cargo volume in barrels being transported for
     Shipper during the subject voyage.

          Total Volume = The total cargo volume in barrels being transported on
     the voyage including Shipper Cargo, cargo of MECO and third-party cargo.

     Provided, however, that no DFPA shall be due unless the absolute difference
     between CFP and BFP is greater than ten percent (10%) of CFP. In the event
     of a billing for DFPA, Carrier shall provide documentation DFC,
     satisfactory to Shipper, with each invoice.
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Contract of Private Carriage
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5.12  Additional Berths/Ports.

      When more than one berth within a port is required to complete the loading
      or discharge of Shipper's Cargo, Shipper shall pay five hundred dollars
      ($500) to cover in full any and all additional expenses incurred by
      Carrier by reason of calling at such additional berth. Such additional
      expenses shall include, but not be limited to, shifting expense, dockage
      and pilotage.

      When more than one port (for which purpose the Tesoro SPM shall constitute
      a separate port) is called to complete the loading of Shipper's Cargo,
      Shipper shall reimburse Carrier for the amount of the normal port charges
      of the second port of loading. Time spent in transit commencing at the
      point of passing the sea buoy outbound at the first port of loading until
      passing the sea buoy (or entering the normal anchorage area) inbound at
      the second port of loading shall count as used laytime or demurrage if
      Vessel is on demurrage.

5.13  Port, Dues, Taxes and Other Charges.

      Carrier shall be responsible for providing and paying for the following,
      which shall be deemed included within the applicable Freight Rate and
      demurrage rate: all provisions, wages and other expenses of Master,
      officers, crew and tankermen; fuel and lubricating oils and filters for
      the Vessel; costs of maintaining and operating the Vessel and repairing
      same to assure compliance with the requirements of this Contract; all fees
      and other charges on the Vessel, including, without limitation, those
      incurred for assist tugs, standby boats, oil spill boom deployment,
      pilots, Mooring Master and other port costs; as well as payment of every
      charge, expense, fee, assessment, cost or tax (including, but not limited
      to, Hawaii general excise tax, except as assumed by Shipper below) of any
      type or nature whatsoever applicable to the Vessel or otherwise arising
      out of or relating to the services contemplated by this Contract, other
      than the following charges, expenses, fees, assessments, costs and/or tax,
      etc., which shall be Shipper's responsibility:

          A.   Shipper shall reimburse Carrier for the cost of the Mooring
               Master and stand-by boat incurred solely as a result of the
               Vessel loading Cargo at the Tesoro SPM.

          B.   Shipper shall be responsible for all charges directly and
               specifically assessed upon the Cargo as well as independent
               inspection and gauging of the Cargo, wharfage, pipeline tolls,
               and guard services while the Barge is idle and loaded with
               Shipper's Cargo retainage pursuant to the second subparagraph of
               Subsection 4.11., above. For pipeline tolls, Carrier shall
               prepare and submit the required documentation and the toll, and
               shall be reimbursed by Shipper for the amount thereof.
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Contract of Private Carriage
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          C.   Shipper shall be responsible for tankermen charges pursuant to
               Subsection 5.9., and the additional expenses identified in
               Subsections 5.11. and 5.12., above.

          D.   Shipper shall be responsible for Hawaii general excise tax on
               freight, demurrage and tankermen charges, only; Hawaii general
               excise tax shall not be paid by Shipper on any reimbursable cost
               item or any other cost, charge or item.

5.14  Freight Earned.

      Full freight to the intended destination of Shipper's Cargo shall not be
      deemed earned until Cargo discharge is complete at the destination.

5.15  Billing, Payment and Disputes.

      Payment for freight, demurrage and other allowed charges shall be made to
      Carrier's business office address first set out above within thirty (30)
      days after receipt of Carrier's invoice. Invoices for charges must be
      accompanied by appropriate supporting documents. In cases of dispute as to
      the amount of payment due, Shipper shall not withhold any amounts due
      Carrier except for those amounts in dispute. Shipper will notify Carrier
      in writing of any such disputed amounts within fifteen (15) days following
      receipt of Carrier's invoice. Disputes as to invoices shall be resolved
      pursuant to Subsection 18.2., below.

5.16  Waiver Of Claims.

      Any claim for freight, demurrage and/or charges pursuant to this Section
      5., only, shall be deemed waived, extinguished and absolutely barred if
      such claim is not received by Shipper or Carrier, as the case may be, in
      writing with supporting documentation within one hundred twenty (120) days
      from the date of final discharge of the Cargo on the voyage with respect
      to which said claim arises. This provision shall not apply with respect to
      any other claims which might arise under this Contract .
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6.   SCHEDULING

6.1  Scheduling.

     Carrier and Shipper understand and agree that meeting Shipper's demands for
     the most efficient scheduling, loading and discharging of the Barge will
     require the general cooperation of each party. To facilitate this
     objective, Shipper shall submit in writing to Carrier by the 20th of every
     month (or next working day) during the term of this Contract a proposed
     voyage schedule for the following calendar month stating anticipated
     loading and discharging times and locations. Carrier shall make the
     appropriate berth reservations and other such arrangements consistent with
     said schedule. Carrier shall confirm to Shipper within three (3) working
     days of receipt of Shipper's schedule the making of such reservations and
     arrangements verbally or by facsimile. It is understood and agreed that
     this tentative schedule is not binding on Shipper and is to be used only as
     a best-efforts estimate of Shipper's requirements.

6.2  Priority Resolution.

     If circumstances should arise whereby Shipper and MECO both need and demand
     use of the Vessels at the same time, their parent, Hawaiian Electric
     Company, Inc. ("HECO"), will determine the priority as between them and
     notify Carrier. Carrier will be deemed to have fulfilled its obligation
     under this paragraph by following the priority established by HECO.

6.3  Notice of Cancellation or Delay.

     Shipper will endeavor to advise Carrier, orally or in writing, as promptly
     as is reasonably practical, of the cancellation or delay of previously
     scheduled and confirmed service, giving at least four (4) hours notice for
     cancellation or delay of previously scheduled and confirmed service and at
     least four (4) hours notice for cancellation or delay of scheduled and
     confirmed shifting service. If less than four (4) hours notice of
     cancellation or delay of scheduled and confirmed services is given Carrier,
     then Shipper will pay for charges, if such charges are incurred, up to an
     amount of four (4) hours of demurrage at rates provided in Section 5.,
     above. Carrier shall exercise its best efforts to minimize these charges by
     employing such tankermen and crew on its other vessels or otherwise
     utilizing their services in an effort to reduce these cancellation or delay
     charges. In such case, Carrier shall credit Shipper with the amount of
     these savings.
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7.   MAINTENANCE SERVICES AND OTHER REQUIREMENTS

7.1  Maintenance of the Tug and Barge.

     Carrier shall be solely responsible for maintenance of the Tug and Barge at
     its expense to assure that at all times they comply with the requirements
     of this Contract, including, without limitation, Section 2., above. Carrier
     specifically covenants and agrees that it will maintain the Vessels, their
     appliances and appurtenances, in a state of repair that will allow for safe
     and efficient operation during the full term of this Contract, including,
     without limitation, keeping the Vessels in full unexpired certification as
     may be required by the USCG or any other regulatory agency having
     jurisdiction. Carrier shall, at its expense, regularly drydock the Vessels
     for the purpose of keeping the Vessels in full unexpired certification and
     assuring that the Vessels meet all USCG requirements, with all charges
     incurred in connection therewith to be for Carrier's account. Shipper and
     Carrier agree to arrange scheduled shipments to accommodate required
     maintenance periods of up to ten (10) continuous calendar days, but not to
     exceed twenty (20) total calendar days, annually. It is further agreed that
     Carrier must notify Shipper in writing no later than ninety (90) days prior
     to the first day of any period when the Vessels are expected to be out of
     service and unavailable for services hereunder because of scheduled
     maintenance, repair and/or drydocking in order to permit such an
     arrangement of scheduled shipments. Failing such notification, Carrier
     shall arrange such suitable substitute service as required herein. Carrier
     shall designate a company representative to liaise with Shipper and report
     on the fulfillment of Carrier's responsibility to carry out routine hull
     and equipment inspections, preventative maintenance and schedule of Vessel
     repair, maintenance and drydocking.

7.2  Other Required Services.

     Carrier shall provide the following additional services to Shipper:
     coordinating with Shipper and consignees for the loading and discharging of
     the Barge; making arrangements for berthing and pilotage at ports or places
     of call; making follow-up arrangements when necessary due to schedule
     changes, weather and other operational considerations, whether anticipated
     or unanticipated; scheduling the loading and discharge of the Barge to meet
     required arrival and sailing times; preparing loading plans for the Barge;
     computing, advancing and filing with the State of Hawaii, Harbors Division,
     all required fees and reports with respect to pipeline tolls incurred
     during the loading of Cargo at Barbers Point Harbor and Cargo discharge at
     Hilo and Kawaihae, Hawaii; and performing other operational services not
     specified hereinabove which otherwise arise out of or relate to the
     services to be provided to Shipper pursuant to this Contract. Charges for
     the aforesaid services shall be deemed included within the Freight Rates
     charged in Section 5., above.
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8.  INSURANCE

8.1  Carrier's Insurances.

     Carrier shall, at its sole expense including the expense of deductibles,
     premiums, calls and policy charges, procure and maintain the following
     insurances for the duration of this Contract:

          A.   Hull and Machinery Insurance upon the Tug and Barge pursuant to
               Pacific Coast Tug/Barge Form (1979), to the full actual market
               values thereof;

          B.   Protection & Indemnity Insurance, including full form pollution/
               environmental risk coverage, upon the Tug and Barge pursuant to
               an entry with The West of England Ship Owner's Mutual Insurance
               Association (Luxembourg) with minimum limits of $1,000,000,000 as
               of the date of execution of this Contract and minimum limits
               thereafter to the extent maintained by the International Group of
               P&I Clubs or $700,000,000, whichever is greater, per occurrence,
               and with W.Q.I.S. authorized to provide the C.O.F.R. and primary
               full form pollution/environmental risk coverage;

          C.   Standard Workers Compensation and Employers Liability Insurance
               endorsed to be applicable to the state of Hawaii as well as the
               Longshore Act, with statutory limits for workers compensation and
               limits of $5,000,000 per occurrence for employers liability;

          D.   Broad form Marine General Liability Insurance, or Commercial
               General Liability Insurance with the watercraft and care,
               custody, control exclusions deleted, with minimum limits of
               $10,000,000 per occurrence; and,

          E.   Marine Contractual Legal Liability Insurance insuring Carrier's
               obligations pursuant to this Contract, with minimum limits of
               $10,000,000 per occurrence.

8.2  Shipper's Insurances.

     Shipper shall, at its sole expense including the expense of deductibles,
     premiums and policy charges, procure and maintain the following insurances
     for the duration of the Contract:

          A.   All Risk Cargo Insurance upon all Cargo, including coverage for
               shortage and contamination (except for claims for contamination
               pursuant to section 9.1.D.3., below), to the full delivered
               values of such Cargo including freight and insurance.
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8.3  Conditions Applicable to Insurances.

     The foregoing insurances shall be subject to the following additional
     conditions.

          A.   Carrier's insurances shall be subject to review and approval by
               Shipper with respect to insuring forms, conditions, deductibles,
               limits and underwriting security, at the inception of the initial
               term of this Contract as well as at any renewal or reissuance
               thereafter.

          B.   All policies shall be specifically endorsed to waive subrogation
               against the non-procuring party, except that the waiver of
               subrogation on Shipper's cargo insurance shall be subject to, and
               limited by, Subsection 9.1.D.3., below.

          C.   Shipper shall be specifically named as an insured upon the Marine
               General Liability/Commercial General Liability policy identified
               in Subsection 8.1.D., above, with such insurance to be endorsed
               to be primary to any insurance maintained by Shipper.

          D.   The Protection & Indemnity entry identified in Subsection 8.1.B.,
               above, shall be specifically endorsed to include the following
               clauses: Privilege To Name Co-Assureds; Co-Assured/Waivers of
               Subrogation; and Contractual Liability. Shipper shall be named
               as a co-assured pursuant to the Privilege To Name as Co-Assureds
               and Co-Assureds/Waivers of Subrogation clauses, with the limits
               for the latter to be $30,000,000 per occurrence primary coverage
               and an additional $30,000,000 per occurrence excess coverage.
               This Contract shall be made subject to the Contractual Liability
               clause, with primary limits of $30,000,000 per occurrence and an
               additional $30,000,000 per occurrence excess coverage. The
               foregoing shall be effectuated so as to separately insure Shipper
               against any pollution/environmental risks incurred by Shipper
               with respect to this Contract, shall be primary to any insurances
               maintained by Shipper and shall be at Carrier's sole expense and
               without risk of liability to Shipper for any calls or premium
               expenses.

          E.   All policies shall be specifically endorsed to require thirty
               (30) days advance written notice of non-renewal, cancellation or
               other material change in insuring terms to the non-procuring
               party.
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Contract of Private Carriage
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          F.   Each party shall provide the other party with certificate(s) of
               insurance confirming that the required insurance(s) has/have been
               placed, with Shipper entitled to require that Carrier provide
               certified copies of all policies, at the inception of the
               Contract term as well as at any renewal or reissuance thereafter.

8.4  Failure to Procure Insurance.

     In the event a party fails to procure and/or maintain an insurance as
     required above, an insurance fails for any reason (including, without
     limitation, breach of policy condition or warranty) and/or an insurer
     otherwise refuses or is unable to pay, the party required to procure that
     insurance shall be deemed an insurer or self-insurer, shall accept and pay
     claims which would have otherwise been submitted to the failed insurance
     and shall indemnify and hold harmless (including legal fees and costs) the
     other party of and from any loss, damage, expense, claim, liability and/or
     suit resulting from such failure.

9.   LIABILITY AND INDEMNITY

9.1  Carrier.

          A.   Assist Tugs and Pilots.  Carrier shall be responsible for, (and
               ----------------------
               Shipper and its associated and affiliated companies as well as
               Shipper's Cargo suppliers and receivers, and the employees,
               representatives, servants and agents of the foregoing, shall not
                                                                            ---
               be responsible for), any losses, damages, expenses, liabilities,
               claims and/or suits arising out of or resulting from any pilot,
               stevedore, longshoreman, Mooring Master, Master or other
               personnel of any assist Tug or stand-by boat, or line handler
               arising from the terms of the contract of employment thereof
               which terms Carrier hereby agrees to accept and be bound by, or
               arising from any unseaworthiness or insufficiency of any assist
               Tug or stand-by boat the services for which were arranged by
               Shipper on behalf of Carrier; and Carrier agrees to indemnify and
               hold harmless Shipper, its associated and affiliated companies,
               the Cargo suppliers and receivers, and the employees,
               representatives, servants and agents of the foregoing (including
               legal fees and costs), from and against any and all such losses,
               damages, expenses, liabilities, claims and/or suits.
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Contract of Private Carriage
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               When any pilot, Mooring Master, or Master or other officer of an
               assist tug or stand-by boat furnished to or engaged in the
               service of supplying Tug power or assistance to the Vessels,
               (whether or not said person is an employee, servant or
               representative of Shipper, its affiliated or associated
               companies, Shipper's agents or Shipper's Cargo suppliers or
               receivers) goes onboard the Vessels, it is understood and agreed
               that such person or persons are to be considered independent
               contractors and become the borrowed servant of Carrier and the
               Vessels for all purposes and in every respect and shall be
               subject to the exclusive supervision and control of the Vessels
               and their personnel, and Shipper and its associated and
               affiliated companies, as well as the Cargo suppliers and
               receivers and, the employees, representatives, servants and
               agents of the foregoing, shall not be liable for errors of
               navigation or management of the Vessels, or any other losses,
               damages, expenses, liabilities, claims and/or suits of any type
               or nature resulting therefrom. This shall include but not be
               limited to the giving of orders to any tug or stand-by boat
               engaged in assisting or handling the Vessels and to the ordering
               of the number and horsepower of tugs assisting or standing by the
               Vessels.

               In respect to the foregoing, Carrier agrees to indemnify and hold
               harmless Shipper and its associated and affiliated companies as
               well as the Cargo suppliers and receivers and the employees,
               representatives, servants and agents of the foregoing of and from
               (including legal fees and costs) any and all losses, damages,
               expenses, liabilities, claims and/or suits of any type or nature
               whatsoever, whether to third parties or otherwise, arising from
               or relating to the acts or omissions of such pilot, Mooring
               Master, or master, officers or crew of any assist tug or stand-by
               boat.

          B.   Hazardous Materials.  Should Shipper incur any liability under
               -------------------
               Chapter 128D, of the Hawaii Revised Statutes as a result of an
               escape or discharge of oil occurring during Carrier's period of
               responsibility or otherwise arising out of or relating to
               responsibilities which Carrier has assumed pursuant to this
               Contract, Carrier shall indemnify and hold harmless (including
               legal fees and costs) Shipper of and from all damage, loss, fine,
               penalty, claim, demand, suit, cost or expense arising out of such
               liability.
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Contract of Private Carriage
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          C.   Environmental/Pollution Risks.  Carrier shall be responsible for
               -----------------------------
               and shall indemnify, defend and hold harmless Shipper, its
               directors, officers, employees and agents (including legal fees
               and costs) from and against all liabilities, damages, losses,
               fines, penalties, claims, demands, suits, costs, expenses, and
               proceedings of any nature whatsoever assessed, claimed or
               maintained against Shipper, directly or indirectly arising out of
               or attributable to the release, threatened release, discharge,
               disposal or presence of oil or hazardous material related to the
               Cargo transported under this Contract occurring during Carrier's
               period of responsibility pursuant to this Contract or which is
               otherwise the responsibility of Carrier pursuant to this
               Contract, including, but not limited to:

               1.   all foreseeable and unforeseeable consequential damages;

               2.   the reasonable costs of any required or necessary repair,
                    cleanup or detoxification of an area of oil or hazardous
                    material and the preparation and implementation of any
                    closure, remedial or other required plans;

               3.   the reasonable costs of the investigation of any
                    environmental claims by Shipper;

               4.   the reasonable cost of Shipper's enforcement of this
                    Contract; and,

               5.   all reasonable costs and expenses incurred by Shipper in
                    connection with Subsections 9.1.C.1. - 4., above, including,
                    without limitation, reasonable legal fees and court costs.

               Carrier shall insure Shipper against the foregoing pursuant to
               Subsection 8.3.D., above.

          D.   Other.  In addition, Carrier shall also be responsible for:
               -----

               1.   all loss or damage to Vessel(s), howsoever caused and
                    regardless of whether resulting from Shipper's negligence or
                    otherwise;

               2.   all liabilities for bodily injury, illness and/or death of
                    Carrier's employees, howsoever caused;
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Contract of Private Carriage
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               3.   notwithstanding Carrier's period of responsibility, all
                    liabilities occurring after the Cargo has passed the shore
                    riser at discharge arising out of or relating to Carrier's
                    misidentification of the type of Cargo being pumped, or
                    Carrier pumping incorrect Cargo or Carrier pumping from the
                    incorrect tank;

               4.   all liabilities of any type or nature whatsoever and any
                    loss or damage in any fashion arising out of or associated
                    with the transportation and handling of the Cargo during the
                    period of responsibility assumed by Carrier pursuant to
                    Subsection 4.5, above, and/or directly resulting therefrom
                    and not otherwise specifically assumed by Shipper; and,

               5.   all other liabilities and loss or damage arising out of or
                    relating to the transportation services contemplated by this
                    Contract other than as specifically assumed by Shipper
                    pursuant to Subsection 9.2., below.

9.2  Shipper.

          Shipper's responsibility shall be limited to:

          A.   loss or damage to Cargo, including shortage and contamination
               (other than contamination pursuant to Subsection 9.1.D.3.,
               above), arising out of or relating to the transportation and/or
               handling of Cargo by Carrier and/or others, specifically to
               include general average and salvage contributions, howsoever
               caused and regardless of whether resulting from Carrier's
               negligence, deviation, the unseaworthiness of a Vessel or
               otherwise; and,

          B.   all liabilities for bodily injury, illness and/or death of
               Shipper's employees, howsoever caused.
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9.3  General Conditions.

     To the extent any other provision of this Contract specifically allocates
     liability, such provision shall be deemed included herein, except in the
     event of conflict between such other provision and this Subsection 9.3,
     such other specific provision shall override the liability allocation set
     forth in this Subsection 9.3. To the extent no provision of this Contract
     addresses a specific liability which has arisen, the allocation of that
     liability shall be based upon the respective fault and/or legal
     responsibility of each party.

     For purposes of this Section 9: the term "liability(ies)" shall be deemed
     to include all third party liabilities and/or legal obligations, including,
     without limitation, demand, claim, proceeding, suit, fine and/or penalty;
     the term "loss or damage" shall be deemed to include first party claims for
     loss or damage, including, without limitation, physical damage as well as
     economic or other intangible loss and damage (not otherwise excluded in
     this Contract) but shall not include any "liability(ies)"; and, the term
     "transportation and handling" shall be interpreted comprehensively to
     include loading, stowage, trimming, securing, transportation, transfer,
     delivery, discharge and all other handling by Carrier with respect to the
     Cargo.

9.4  Indemnification.

     Each party shall indemnify and hold the other party harmless (including
     legal fees and costs) of and from any charge, loss, damage, claim,
     liability and/or suit allocated to it pursuant to this Section 9. or
     elsewhere in this Contract; in furtherance of the foregoing, each party
     shall waive any exclusivity of remedy or immunity from suit afforded by any
     workers compensation or similar law.

10.  LIBERTIES

     The Vessels shall have liberty to sail with or without pilots, tow or be
     towed, and to deviate for the purpose of assisting vessels in distress,
     saving life or property at sea, landing any ill or injured person on board
     or taking on fuel, supplies or other necessaries, or for repair, provided
     that if it is necessary for the Tug to leave the Barge during any such
     deviation, the Barge shall be left in a position of safety and the service
     shall be resumed immediately upon completion of the deviation, except
     Carrier may at any time without penalty take such reasonable action as
     necessary for the saving of life at sea.  Shipper shall not be responsible
     for any charge, cost or expense incurred by Carrier, the Vessels and/or the
     Cargo during the period of any such deviation.
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11.   FORCE MAJEURE

11.1  Force Majeure Events.

      Either party may terminate this Contract should an event or act of Force
      Majeure continue uninterruptedly for a period of fifteen (15) days, upon
      five (5) days advance notice to the other party. For purposes of this
      Contract, an event or act of "Force Majeure" shall mean: acts of God, acts
      of public enemy, hostilities or war (declared or undeclared), embargo,
      riots, civil unrest, revolution, sabotage, insurrection, blockades,
      strikes, epidemics, landslides, lightning, earthquakes, fires, hurricanes,
      tsunamis, floods, tidal waves, volcanic eruptions, explosions, total or
      partial expropriation, nationalization, confiscation, requisitioning or
      abrogation of a government concession, closing of, or restriction on the
      use of, a port or pipeline, inability to secure petroleum product by
      reason of governmental regulations or otherwise, failure of Shipper's
      suppliers' or its affiliated companies' machinery or pipelines, loss or
      shortage of suitable crude oil or product supply or the suspension or
      termination of Shipper's suppliers' crude oil or petroleum supply
      contracts, suspension or termination of Shipper's petroleum product supply
      contracts, or an event affecting Shipper's Cargo suppliers' production,
      manufacturing, distribution, refining, delivery or receiving facilities,
      power generation or power distribution affecting Shipper's Cargo
      suppliers' facilities, unavailability of Cargo or any other cause or
      contingency affecting Shipper's Cargo suppliers or otherwise not
      reasonably within the control of Shipper or Carrier which materially
      affects that party's ability to perform under this Contract.

11.2  Carrier's Obligation.

      Carrier shall not be liable for delay or failure to perform under this
      Contract resulting from an event or act of Force Majeure. Carrier's
      obligations, including, but not limited to, rendering services under this
      Contract, shall be reduced or suspended for any period in which an event
      or act of Force Majeure exists as to Carrier and which can not be overcome
      by Carrier through providing Shipper with a suitable substitute service as
      identified in Subsection 2.5., above. In the event of any reduction or
      suspension of Carrier's obligation to render service under this
      Subsection, Shipper may obtain services from another operator for the
      period of Force Majeure.

11.3  Shipper's Obligation.

      Shipper shall not be liable for any delay or failure to perform under this
      Contract resulting from an event or act of Force Majeure. Shipper's
      obligations under this Contract shall be reduced or suspended for any
      period in which an event or act of Force Majeure exists as to Shipper, or
      Shipper's supplier, either singularly or collectively. However, nothing in
      this Section 11. shall excuse Shipper from its obligation to make payments
      of monies due hereunder for services rendered prior to said act or event
      of Force Majeure.
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Contract of Private Carriage
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11.4  Notice of Force Majeure.

      The party claiming Force Majeure shall give the other party verbal notice
      of such act or event of Force Majeure within twenty-four (24) hours of the
      occurrence thereof and shall also send written confirmation of the same to
      the other party immediately thereafter. The party claiming Force Majeure
      shall use due diligence to cure any act or event of Force Majeure, and
      shall give the other party verbal notice within twenty-four (24) hours
      after the act or event of Force Majeure has terminated and shall send
      written confirmation of the same to the other party immediately
      thereafter.

12.   LIMITATION OF LIABILITY

12.1  Limitation of Liability.

      Except as otherwise agreed in this Contract, Carrier and Shipper shall be
      entitled to assert by way of limitation of liability any principle of law
      or provision of any statute or regulation of the United States that would
      afford either Carrier or Shipper a limitation of such liability and the
      provisions of any such statute or regulations limiting liability as
      aforesaid are incorporated herein by reference and made applicable hereto
      as though fully set forth herein. For purposes of such limitation of
      liability, Shipper and Carrier waive any claim that this Contract or
      anything contained herein is a personal contract of the other party.

12.2  Not A Demise.

      The parties agree that this Contract shall be construed as a contract for
      private carriage and not a demise or bareboat charter, and that no
      provision of this Contract shall be construed as creating a demise or
      bareboat charter of the Vessels or either of them to Shipper.

13.   GENERAL AVERAGE

      In the event of imminent danger, peril, disaster, damage or accident
      before or after the commencement of the voyage, subjecting the Tug, Barge
      and Cargo to a common peril, resulting from any cause whatsoever, whether
      due to negligence or not, for which, or for the consequences of which,
      Carrier is not responsible by statute, contract or otherwise, Shipper and
      the owners of the Cargo shall contribute with Carrier in general average
      to the payment of any sacrifices, losses or expenses of a General Average
      nature that may be made or incurred and shall pay salvage and special
      charges incurred in respect of the Cargo. If a salving ship is owned or
      operated by Carrier or its affiliates, salvage shall be paid for based
      upon the regular hourly rates hereunder.
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Contract of Private Carriage
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      General Average shall be adjusted, stated, and settled according to
      York/Antwerp Rules 1994 at Honolulu or such other place as the parties may
      agree, and as to matters not therein provided for, according to laws and
      usages of the port selected (except that any payment made by Carrier to
      Shipper pursuant to Subsections 9.1.B. and 9.1.C., above, and Section 14.,
      below, or to any governmental agency (whether federal, state or local) or
      to others to remove oil or a threat of oil pollution, as well as any other
      payments, with respect to Vessel or Carrier's liability for the release of
      oil, shall not be deemed to be General Average sacrifices or
      expenditures).

      If a General Average statement is required, it shall be prepared by
      adjusters jointly appointed by Carrier and Shipper, who are to attend to
      the settlement and collection of the General Average, subject to customary
      charges. General Average Agreements and/or security shall be furnished by
      Carrier and/or Shipper, if requested. Any cash deposit being made as
      security to pay General Average and/or salvage shall be remitted in a duly
      authorized and licensed bank at the place where the General Average
      statement is prepared.

14.   POLLUTION

14.1  Compliance.

      During the full term of this Contract, Carrier and the Vessels will comply
      with all local, state and federal laws, rules and regulations of
      whatsoever kind with respect to oil spill or other water pollution
      liability or prevention applicable to the Vessels loading at, discharging
      at, entering, leaving, remaining or passing through ports, places or
      waters in the performance of this Contract. Carrier, at its sole risk and
      expense, shall make all arrangements by equipping the Vessels, insurance,
      bonds, securities or other evidence of financial responsibility,
      capability or security, USCG approved Vessel-specific oil spill response
      plan and related employee training, formal drills and exercises, and
      otherwise and shall obtain all such certificates and documentary evidence
      and take all such other action as may be necessary to satisfy such laws,
      rules and regulations including but not limited to USCG pollution
      prevention regulations including, but not limited to, 33 CFR parts 154,
      155, 156 and 157 and the U.S. Federal Water Pollution Control Act, as
      amended. The Vessels shall carry onboard a current U.S. Coast Guard
      Certificate of Financial Responsibility (Water Pollution). Carrier agrees
      to indemnify Shipper against any and all claims, damages, losses,
      liabilities, expenses, including, but not limited to, reasonable legal
      fees and all other consequences resulting from its failure to accomplish
      the foregoing.
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Contract of Private Carriage
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14.2  Oil Spill Response Plan.

      Carrier shall provide Shipper with copies of the contingency and spill
      response plans approved by and on file with the USCG and other local,
      State and Federal authorities having jurisdiction. The spill response plan
      must include a first aid response within the first thirty minutes of an
      incident and a reliable source of follow-up clean up supplies (e.g. booms,
      skimmers, vacuum trucks, manpower etc). As evidence of its ability to
      access such oil spill response resources, Carrier warrants that it shall
      provide sufficient oil spill response capability with respect to minor,
      medium and major oil spill events occurring in near-shore and open-ocean
      environments by maintaining contracts for spill response service with the
      Clean Islands Council and the Marine Preservation Association/Marine Spill
      Response Corporation for the term of this Contract and any extension and
      supplement thereto, all of which shall be at Carrier's expense, including
      the expense of any assessment by such organizations based upon the Cargo
      or the quantities and/or types of Cargo transported.

      Information provided Shipper with respect to Carrier's oil spill response
      plan should include, but not be limited to, the following:

          A.   Carrier Incident Command System (ICS) response team format.

          B.   Communication flow chart including names and 24-hour contacts of
               Carrier's Qualified Individual and other key participating
               company personnel.

          C.   Procedures for assembly of response team.

          D.   Check list for reporting minor oil spill events and check list
               which assists shore personnel in obtaining accurate information
               about major spill events from the Vessel.

          E.   Contact reference data for oil spill responders contracted to
               provide assistance to Carrier.
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Contract of Private Carriage
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14.3  Pollution Mitigation.

      When a release, escape or discharge of petroleum product (including the
      Cargo transported pursuant to this Contract) or any other hazardous
      substance into the surrounding environment occurs from the Tug or the
      Barge at any time, or from the Vessels during Carrier's period of
      responsibility or while such petroleum product or other hazardous
      substance is in Carrier's care, custody and control, or is otherwise
      caused by the Vessels or Carrier's personnel, Carrier is obligated and
      agrees to immediately take, at its sole expense, whatever measures are
      necessary to retrieve and/or remove such petroleum product or other
      hazardous substance from the environment, clean up and restore the
      affected environment and assume and respond to every loss, damage,
      expense, claim, liability, suit, fine, penalty and/or other consequence of
      any type or nature, whether involving Carrier, Shipper or others, arising
      out of or relating to such release, escape or discharge. Carrier shall
      immediately inform Shipper of any such release, escape or discharge, of
      measures taken in response as well as any loss, damage, expense, claim,
      liability, suit, fine, penalty and other consequence arising therefrom. No
      Vessel, tankermen or other charges will be incurred for Shipper's account
      with respect to such release, escape or discharge.

15.   Change of Ownership of Carrier.

      Carrier shall provide Shipper sixty (60) days advance written notice of
      any change of ownership/control of Carrier from that in existence on the
      date of execution of this Contract which either separately or cumulatively
      in conjunction with all other changes occurring from said date involves
      more than forty nine percent (49%) of the ownership interest/stock of
      Carrier, including voting rights associated with such ownership
      interests/stock. Shipper shall have the right to request reasonable
      information with respect to such change of ownership/control, and Carrier
      shall provide such information promptly to Shipper.

16.   TERMINATION

16.1  Termination of Automatic Renewal.

      Either party may terminate the automatic renewal of this Contract pursuant
      to Subsection 1.2, above. Carrier may terminate the automatic renewal of
      this Contract for any successive five (5) year term by providing Shipper
      with written notice of such termination two hundred seventy (270) or more
      days prior to the expiration of the then current term. Shipper may
      terminate the automatic renewal of this Contract for any successive five
      (5) year terms by providing Carrier with written notice of such
      termination ninety (90) or more days prior to the expiration of the then
      current term.
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16.2  Termination Based Upon Breach or Default.

      This Contract may be terminated by a party upon the breach or default of
      the other party as set forth in this Subsection. A party contending that
      the other party is in breach or default of this Contract shall provide
      written notice thereof to such other party, identifying with particularity
      the breach or default and the proposed cure. The other party shall have
      fifteen (15) days following receipt of such notice to cure the claimed
      breach or default, or otherwise respond in writing. If the parties cannot
      agree as to the existence of the breach or default or the appropriateness
      of the cure, then the dispute resolution procedure set forth in Subsection
      18.3., below, may be invoked by either party to resolve the dispute.
      Should the other party fail to cure or respond within the time allowed,
      then the party invoking this Subsection may terminate the Contract.

16.3  Termination In Specific Instances.

      This Contract may be terminated by Shipper upon the occurrence of any of
      the following:

          A.   Failure of Carrier to maintain:

               1.   insurances as required under this Contract;

               2.   certification under AWO/RCP;

               3.   ISO 900 certification (or standards which supersede them);

               4.   ISO 14000 certification (or standards which supersede them);

               5.   classification by ABS;

               6.   certification by USCG for the Vessels;

               7.   suitable equipment, including substitute Vessels, pursuant
                    to Section 2., above;

               8.   seaworthiness under provisions of Subsection 2.6., above;

               9.   drug and alcohol testing procedures for Tug personnel and
                    Tankermen; and,

               10.  recommended and required inspection and maintenance of the
                    Tug and Barge.
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Contract of Private Carriage
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          B.   Total loss or constructive total loss of the Barge as per
               Subsection 16.6., below.

          C.   The Vessels suffering more than two (2) marine casualties,
               reportable under 46 C.F.R. 4.05-1, in a calendar year.

          D.   The Vessels suffering more than three (3) minor oil spills (less
               than 10,000 gallons) in a calendar year.

          E.   The Vessels suffering more than one (1) medium oil spill (10,000
               to 100,000 gallons) in a calendar year.

          F.   The Vessels suffering a single large oil spill (over 100,000
               gallons) during the term of this Contract.

          G.   Failure of Carrier to provide two (2) alert, rested and certified
               Tankermen onboard during all cargo operations.

          H.   Failure of Carrier to report casualties and "near misses" to
               Shipper as per Subsection 3.10., above.

      In the event any of the above should occur, Shipper may terminate this
      Contract upon five (5) days advance written notice to Carrier.

16.4  Termination for Substandard Performance.

      This Contract may be terminated by Shipper based upon the substandard
      performance by Carrier of its obligations hereunder. Should Shipper
      believe Carrier's performance is substandard and wish to terminate this
      Contract pursuant to this Subsection, Shipper shall inform Carrier in
      writing of each item of performance which is believed to be substandard,
      providing full explanation, particulars and documentation of each such
      allegation. Carrier shall have thirty (30) days from receipt of Shipper's
      written statement of claim in which to respond in writing. If Carrier
      fails to respond in writing within the required time period, Shipper may
      terminate this Contract by providing Carrier with written notification of
      termination, specifying in such notice the precise date for termination.
      If Carrier responds in writing within thirty (30) days of receipt of
      Shipper's written statement of claim, proposing to cure the items of
      substandard performance, including the specifics of such cure, Shipper
      shall have the option, which must be exercised promptly, of accepting such
      cure and agreeing with a date by which such cure must be completed, or
      rejecting the proposed cure and requiring arbitration
<PAGE>

Contract of Private Carriage
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      pursuant to Subsection 18.2., below. Should Carrier contest Shipper's
      allegations of substandard performance and do so in writing to Shipper
      within thirty (30) days of receipt of Shipper's written statement of
      claim, either party may compel arbitration of the dispute pursuant to
      Subsection 18.2., below. Any arbitration arising out of this Subsection
      shall be final and binding upon the parties and may not be appealed.

16.5  Prolonged Force Majeure.

      Either party may terminate this Contract pursuant to Subsection 11.1.,
      above should an event or act of Force Majeure continue uninterruptedly for
      a period of fifteen (15) days, upon five (5) days advance notice to the
      other party.

16.6  Total Loss of Barge.

      It is understood and agreed that in the event of a declaration of total
      loss or constructive total loss of the Barge during the Contract term,
      Carrier shall be entitled to utilize a substitute Barge for a period of
      one hundred and twenty (120) days following the casualty giving rise to
      such declaration. Within thirty (30) days following the event which caused
      such declaration of total loss or constructive total loss, Carrier shall
      declare in writing to Shipper whether it will provide a replacement Barge
      for service under this Contract, meeting the requirements set forth
      herein, including without limitation Section 2., above. Such replacement
      Barge shall be tendered for delivery and approval of Shipper in accordance
      with the terms of this Contract within ninety (90) days following such
      declaration, failing which, Shipper shall have the unilateral right to
      terminate this Contract by written notice to Carrier, notwithstanding
      anything herein to the contrary.

16.7  Change of Ownership/Control.

      In the event of change of ownership/control of Carrier as identified in
      Section 15., above, Shipper shall have the right to terminate this
      Contract upon thirty (30) days written notice to Carrier, which right may
      be exercised at any time from receipt of the notice required pursuant to
      Section 15., above, and for one (1) year thereafter.

16.8  Automatic Termination.

      This Contract shall terminate automatically upon the appointment of a
      receiver for a party, the making by a party of a general arrangement for
      the benefit of creditors, or the filing of any type of bankruptcy
      proceeding by or against a party.

16.9  Termination By Assent.

      This Contract may be terminated at any time by the written agreement of
      Carrier and Shipper.
<PAGE>

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16.10  Other Conditions.

       Termination of this Contract by a party pursuant to this section shall
       not waive, or estop that party from asserting, any other right or claim
       which that party may have under applicable law or this Contract.

17.    DEFINITIONS

       The following terms shall have the definitions set forth below for
       purposes of this Contract:

       Barrel:  A barrel shall mean 42 U.S. gallons at sixty (60) degrees
       Fahrenheit.

       HECO:  refers to Hawaiian Electric Company, Inc.

       HELCO:  refers to Hawaii Electric Light Company, Inc.

       Joint Voyage: refers to any voyage on which both HELCO and MECO Cargo are
       transported on the Barge.

       MECO:  refers to Maui Electric Co., Ltd.

       Offer Letter: refers to the Carrier's Offer Letter to HECO in response to
       the RFP.

       Period of Responsibility: Carrier's period of responsibility associated
       with the Cargo shall commence at the shore riser connection and the SPM
       hose connection, as applicable (with Carrier responsible for actually
       making such connections) and shall continue as the Cargo is unloaded,
       distributed throughout the Barge, transported through to destination and
       until the Cargo passes the shore riser upon discharge (with Carrier
       responsible for making the connection between the hose and the shore
       riser). The Cargo shall be deemed completely within Carrier's care,
       custody and control during the foregoing period of responsibility.

       RFP:  refers to the Request For Proposals issued by HECO on behalf of and
       as agent for HELCO and MECO on July 28, 2000.
<PAGE>

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18.   DISPUTE RESOLUTION

18.1  General.

      There shall be two levels of dispute resolution applicable to this
      Contract, each of which is defined in this Section.

18.2  Technical Disputes.

      Technical disputes arising under or in the course of performance of this
      Contract shall be resolved by a single arbitrator. Technical disputes
      shall be limited to disputes arising pursuant to Subsections 5.15., 16.3.
      or 16.4. of this Contract, as well as all disputes arising out of or
      relating to: compliance with the requirements set forth in this Contract
      as to the Tug and Barge; compliance with the requirements set forth in
      this Contract for the Tug and Barge safety and environmental management;
      Vessel operation and/or navigation issues; pumping rates, cargo volumes
      and/or capacities; cargo losses; reporting requirements for marine
      casualties and "near misses"; compliance with recommended and/or required
      Vessel maintenance; adequacy of spill clean up equipment, procedures and
      drills; adequacy of spare parts on hand; and, Tug and Barge performance
      criteria.

      Promptly following execution of this Contract, the parties shall meet and
      shall agree upon a minimum of three (3) arbitrators who shall be
      authorized to arbitrate disputes arising under this Subsection. Such
      agreed list of arbitrators may be modified at any time by agreement of the
      parties. The arbitrators shall be persons from within the maritime
      industry who are agreed to be fair, neutral and knowledgeable of technical
      matters pertinent to this Contract.

      In the event of such technical dispute, either party may initiate
      arbitration pursuant to this Subsection by written notice to the other
      party, identifying the arbitrator from the agreed list who will resolve
      the dispute. Promptly following appointment, the arbitrator shall be
      responsible for establishing timetables and procedures for acquisition and
      presentation of information as well as for hearing each party's side of
      the dispute, but in any event the parties shall cooperate with the
      arbitrator such that a final written decision shall be issued by the
      arbitrator within sixty (60) days following appointment of the arbitrator.
      The arbitrator shall in all respects be governed by the terms and
      conditions of this Contract. The decision of the arbitrator shall be final
      and binding upon the parties and may not be appealed. Each party shall
      bear its own expenses in the arbitration of technical disputes, as well as
      one-half of the fees and costs incurred by the arbitrator.
<PAGE>

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18.3.  All Other Disputes.

       All other disputes shall be resolved under the commercial arbitration
       rules of the American Arbitration Association.

          A.   Appointment of Arbitrator.  The parties shall attempt to agree on
               -------------------------
               a person with special knowledge and expertise with respect to the
               transportation of petroleum products in bulk to serve as
               arbitrator under the procedures established by the rules of the
               American Arbitration Association unless other specific rules and
               procedures are by mutual agreement established to apply to
               disputes submitted to arbitration under Subsection 18.3. If the
               parties cannot agree on an arbitrator within ten (10) days after
               a party initiates such process, each shall then appoint one
               person to serve as an arbitrator and the two thus appointed shall
               select a third arbitrator with such special knowledge and
               expertise to serve as chairman of the panel of arbitrators; and
               such three arbitrators shall determine all matters by majority
               vote; provided, however, if the two arbitrators appointed by the
               parties are unable to agree upon the appointment of the third
               arbitrator within five (5) days after their appointment, both
               shall give written notice of such failure to agree to the
               parties, and, if the parties fail to agree upon the selection of
               such third arbitrator within five (5) days thereafter, then
               either of the parties upon written notice to the other may
               require an appointment from and pursuant to the rules for
               commercial arbitration of the American Arbitration Association.
               Prior to appointment, each arbitrator shall agree to conduct such
               arbitration in accordance with the terms of this Subsection 18.3.
               The arbitration panel may choose legal counsel to advise it on
               the remedies it may grant, procedures and such other legal issues
               as the panel deems appropriate.

          B.   Arbitration Procedures.  The parties shall have thirty (30)
               ----------------------
               calendar days from the completion of the appointment process to
               perform discovery and present evidence and argument to the
               arbitrators. During that period, the arbitrators shall be
               available to receive and consider all such evidence as is
               relevant, within reasonable limits due to the restricted time
               period, and to hear as much argument as is feasible, giving a
               fair allocation of time to each party to the arbitration. The
               arbitrators shall use all reasonable means to expedite discovery
               and to sanction non compliance with reasonable discovery requests
               or any discovery order.
<PAGE>

Contract of Private Carriage
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               The arbitrators shall not consider any evidence or argument not
               presented during such period and shall not extend such period
               except by the written consent of both parties. At the conclusion
               of such period, the arbitrators shall have thirty (30) calendar
               days to reach a determination. To the extent not in conflict with
               the procedures set forth herein, such arbitration shall be held
               in accordance with the prevailing rules of the American
               Arbitration Association for commercial arbitration.

          C.   Applicable Law.  The interpretation of this Contract and of the
               --------------
               rights and obligations of the parties hereunder in law, equity,
               or admiralty shall be governed by the general maritime law of the
               United States or, in the event there is no general maritime rule
               of law which is applicable, by the laws of the state of Hawaii.

          D.   Written Decision.  The arbitrators shall give a written decision
               ----------------
               to the parties stating their findings of fact, conclusions of law
               and final order, and shall furnish to each party a copy thereof
               signed by them within five (5) calendar days from the date of
               their determination.

          E.   Decision Binding on the Parties.  The arbitrator's decision shall
               -------------------------------
               be final and binding on the parties and may be entered as a
               judgment in any court of competent jurisdiction.

          F.   Costs of Arbitration.  The parties shall each pay fifty percent
               --------------------
               (50%) of the cost of the arbitrator(s) and any legal counsel
               appointed pursuant to Subsection 18.3.A., above. The
               substantially prevailing party shall otherwise be entitled to
               recover its legal fees and costs from the other party.

19.   GENERAL PROVISIONS

19.1  Audit.

      Shipper, at its sole discretion, may conduct its own audit of Carrier's
      policies, procedures and may inspect the Tug and Barge at any time during
      the term of this Contract for the limited purpose of verifying compliance
      with the terms and conditions set forth in this Contract. No such audit or
      inspection, however, shall increase Shipper's liabilities or
      responsibilities nor shall relieve Carrier of any liability or
      responsibility which it has assumed pursuant to this Contract.
<PAGE>

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19.2  Shipper's Representatives.

      Shipper shall have the right and privilege of having its representative(s)
      visit the Vessels and observe operations while at port or sea. Shipper's
      representative(s) shall have access to the entirety of the Vessels, with
      the Master, officers and crew to cooperate with such representative(s) and
      to render any reasonable assistance that such representative(s) may
      require.

19.3  Liens Upon the Cargo.

      Neither Carrier nor any of Carrier's subcontractors, independent
      contractors or employees shall assert any liens upon the Cargo.

19.4  Business Policy.

      Carrier agrees to comply with all laws and lawful regulations applicable
      to any activities carried out in the name, or otherwise on behalf, of
      Shipper under the provisions of this Contract. Carrier agrees that all
      financial settlements, billings and reports rendered by Carrier to
      Shipper, as provided for in this Contract, shall, in reasonable detail,
      accurately and fairly reflect the facts about all activities and
      transactions handled for the account of Shipper.

19.5  Notices.

      Except as otherwise expressly provided herein, all notices and
      communications required by the terms hereof from Carrier to Shipper and
      from Shipper to Carrier shall be made in writing, facsimile or telex to
      the following addresses, or such other address as the parties may
      designate by notice, and shall be deemed given upon receipt:



               Shipper:     Manager, Power Supply Services Dept.
                            Hawaiian Electric Co., Inc.
                            P.O. Box 2750                 PHONE: (808) 543-4303
                            Honolulu, Hawaii 96840        FAX: (808) 543-4366

               Carrier:     Gordon L.K. Smith
                            Hawaiian Interisland Towing, Inc.
                            Pier 21, Main Office          PHONE: (808) 522-1000
                            Honolulu, Hawaii  96817       FAX: (808) 522-1003

19.6  Captions.

      Captions used herein are for convenience of reference only and shall have
      no force or effect or legal meaning in the construction or enforcement of
      this Contract.
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19.7   Assignment.

       This Contract shall not be assigned by either party without the prior
       written consent of the other party, which consent shall not be
       unreasonably withheld, except that this Contract may be assigned by
       Shipper to the Trustee under Shipper's First Mortgage Indenture dated May
       1, 1941, as amended.

19.8   Extension of Benefits.

       All limitations upon or exemptions from liability granted to a party
       pursuant to this Contract shall be deemed extended to the directors,
       officers, members, and employees of that party.

19.9   Entire Contract.

       This document, including the RFP, Carrier's completed Prequalification
       Questionnaire, Carrier's Offer Letter and all exhibits and attachments
       referenced or otherwise incorporated herein, constitutes the entire
       agreement between the parties and expressly supersedes and negates all
       prior or contemporaneous negotiations, communications, understandings and
       agreements, whether written or oral. This agreement shall not be modified
       or amended except through a writing signed by both Shipper and Carrier.

19.10  Severability.

       Carrier and Shipper agree that if, and in the event, any term or
       provision of this Contract shall be rendered or declared invalid or
       unenforceable by reason of any existing or subsequently enacted
       legislation or by decree or judgment of any court which shall have or
       acquire jurisdiction over the parties and each of them or jurisdiction
       "in rem" of the Vessels, the invalidation or unenforceability of such
       term or provision of this Contract shall not thereby affect the remaining
       terms, provisions, rights and obligations herein contained.

19.11  Regulatory Approval.

       This Contract is required to be filed with the Hawaii Public Utilities
       Commission ("PUC") for approval, with such approval to be a condition
       precedent to Shipper's obligation to perform hereunder. Following award
       of this Contract to Carrier, both parties agree to use their best good
       faith efforts to obtain such approval.
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          IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed as of the day and year first above written.


                                        HAWAIIAN INTERISLAND TOWING, INC.
                                        "Carrier"


                                        By /s/ Gordon L. K. Smith

                                           Its President



                                        HAWAII ELECTRIC LIGHT COMPANY, INC.
                                        "Shipper"



                                        By /s/ Warren  H. W. Lee

                                           Its President



                                        By /s/ Paul N. Fujioka

                                           Its Assistant Treasurer
<PAGE>

Contract of Private Carriage
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                                   EXHIBIT A


                              BARGE REQUIREMENTS


          The following are warranted by Carrier with respect to the Barge and
     its equipment and machinery employed under this Contract.


     GENERAL
     -------

     The Barge shall be a new build, double-hulled and OPA-90 qualified tank
     barge.

     CAPACITY
     --------

          Storage (minimum):

          25,000 bbl. No. 6 Industrial Fuel Oil minimum.
          30,000 bbl. No. 2 Diesel Fuel Oil minimum.
          10,000 bbl Grade A Cargoes

          Single voyage capacity (minimum):

          65,000 bbl Total.

     CARGO SEGREGATION
     -----------------

     Any Barge used in service to Shipper shall be equipped with a system of
     cargo tanks and piping that will provide for the segregation of three
     grades. There shall be regular segregation of diesel and black oil; cross
     connection of other grades to be double blocked.

     Piping is to be configured to allow future conversion of tanks dedicated to
     No. 6 fuel oil to diesel service at a date to be determined by Shipper.

     Tanks shall be arranged to allow for proper trim control with any single
     cargo type loaded on board.

     BALLAST
     -------

     Any Barge used in service to Shipper shall be capable of ballasting water
     from designated ballast tanks located in the double bottom and wing tanks.
     A ballast pump shall be provided to ballast or de-ballast the Barge within
     ten hours.
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     DISCHARGE PUMPING RATES
     -----------------------

     No. 6 Industrial Fuel Oil: 3,000 barrels per hour (BPH) at 110 Degrees F
     minimum.
     No. 2 Diesel Fuel Oil: 3,000 BPH minimum.
     Grade A cargoes: 2000 BPH minimum
     Rail pressure: 100 psi at manifold

     MANIFOLDS
     ---------

     Any Barge used in service to Shipper shall be equipped with cargo
     manifolds, piping valves, hoses, cranes and other equipment sufficient to
     permit Cargo loading and/or discharge operations for each cargo on both
     port or starboard side.

     MULTIPLE GRADES
     ---------------

     Any Barge used in service to Shipper shall be equipped with cargo
     manifolds, pumps and piping sufficient to permit the loading and discharge
     of three different Cargo grades simultaneously.

     EMERGENCY SHUTDOWN
     ------------------

     Any Barge used in service to Shipper shall be equipped to permit emergency
     shutdown of the pumping system from more than one location, of which at
     least one shall be on deck and situated such that no point on the barge
     deck is more than 75 feet from a shutdown.

     DECK CONTAINMENT
     ----------------

     Any Barge used in service to Shipper shall be equipped with a deck
     containment coaming to reduce the likelihood that cargo spilled from cargo
     hatches, hose connections, oil loading manifolds, hose storage trough,
     above-deck lines and valves and transfer connections may enter the water or
     land environment. Provision shall be made to assure that rainwater draining
     from the deck shall not carry contaminates overboard.

     Spill tank(s) with total capacity of 1000 gallons, located just below the
     main deck aft, are to be provided to capture all contaminates that collect
     on the deck. The spill tanks are to be provided with pump-off capabilities
     located on the Barge in the vicinity of the spill tank(s).
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Contract of Private Carriage
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     HEATING
     -------

     Any Barge used in service to Shipper shall be fitted with heating coils in
     all cargo tanks in which residual fuel oil type cargo, such as No. 6
     Industrial Fuel Oil, is to be carried. The coils shall be supplied with
     heat by a diesel fired retort system of 5.0 million BTU's/hr capacity.

     ELECTRICITY
     -----------

     Any Barge used in service to Shipper shall have diesel generators of
     sufficient capacity to safely provide electrical power to all Barge
     equipment and machinery in any and all operations including full operation
     of pumps and other equipment necessary to loading/discharging of cargo with
     one generator out of service.

     Diesel engines are to be inspected to ensure that all components are within
     manufacturer's tolerances; maintenance records are to be available for
     confirmation of PMS.

     An overhaul shall be conducted on the generator engines of the Interim
     Barge prior to tendering for delivery to Shipper pursuant to this Contract
     if over 50 percent of the engine hours (based on manufacturer's
     recommendation for periods between overhauls) have been exhausted since the
     last overhaul period.

     HOSE PRESSURIZATION
     -------------------

     Any Barge used in service to Shipper shall be fitted with equipment of
     sufficient capacity and piping to safely clear cargo hoses of retained
     Cargo after completion of Cargo operations.

     ALARMS/LEVEL INDICATORS
     -----------------------

     Any Barge used in service to Shipper shall be fitted with electronic and
     mechanical high level alarms (high and high-high) in all cargo tanks. Void
     spaces are to be fitted with bilge alarms. These alarms are to be fitted
     with audible and visible signals to alert the tankermen or Tug crew.

     TOILET FACILITIES
     -----------------

     Any Barge used in service to Shipper shall have toilet facilities provided
     for use during loading and discharge operations. If portable, the
     facilities shall be capable of being properly secured so as to withstand
     boarding seas and inclement weather.
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Contract of Private Carriage
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     COATINGS
     --------

     All tanks, voids and ballast compartments are to be coated with materials
     acceptable to Shipper and compatible with the cargoes carried.  Zinc anodes
     shall be installed in ballast tanks.  Coatings are to be maintained and
     renewed as necessary.  Coatings shall be in Good condition per ABS Coating
     Systems Guidance Assessment Scale.

     There shall be no greater wastage from the original plate thickness in any
     tanks, voids, compartments, shell plating, fittings or piping than is
     allowed by the USCG, the relevant Classification Society or as otherwise
     allowable pursuant to Carrier's overriding responsibility for the
     seaworthiness and safety of all Vessels, equipment and operations
     consistent with the best marine practices available.  Any release or
     discharge of Cargo caused by wastage in any tank, void, compartment,
     plating, fitting or piping shall be deemed a per se breach of Carrier's
     overriding responsibility for the seaworthiness and safety of all Vessels,
     equipment and operations consistent with the best marine practices
     available.

     OIL SPILL ABATEMENT EQUIPMENT
     -----------------------------

     Any Barge used in service to Shipper shall have oil spill abatement
     equipment and supplies.  Equipment and supplies shall include, but not be
     limited to1,500 feet (minimum) of oil spill boom, boom deployment skiff,
     spare bridles and two lines anchor/buoy system, sweeps, sorbent sheets,
     transfer pumps, and skimmer.  In addition, personal protective clothing and
     gear and other related emergency oil spill cleanup equipment consistent
     with the Vessel's oil spill response plan and all U. S. Coast Guard
     requirements shall be provided.

     EMERGENCY TOW WIRE
     ------------------

     Any Barge used in service to Shipper shall be rigged for towing operations
     with an emergency towing pennant or insurance wire.  A pickup line with
     buoy shall be attached to the insurance wire and streamed when underway.
     The emergency tow wire and the shackles used to make the centerline tow pad
     at the bow need to be of comparable size to the tugs tow gear.  In
     addition, the insurance wire is to lead from the bow tow pad down one side
     of the barge, to the stern, held in place with steel clips.

     MOORING EQUIPMENT
     -----------------

     Any Barge used in service to Shipper shall be equipped with appropriate
     mooring bitts and sufficient forward winch/capstan and winch/capstan-drum
     capacity to lift the mooring hawser and chafe chain of the Tesoro Hawaii
     SPM.  The forward winch/capstan is to be rigged to be capable to lift the
     barge chain tow bridles clear of the water when necessary.
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Contract of Private Carriage
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     Any Barge used shall be equipped with a crane or A-frame type gallows, tie
     off bitts and manifold rail suitable for lifting and tying off the floating
     hose at that facility pursuant to the requirements set forth in Exhibit C
     attached hereto.  The crane shall be sufficient to permit loading and/or
     discharge operation from each cargo on both sides of the Barge.

     SPARES
     ------

     Carrier shall maintain spare parts in Hawaii to facilitate immediate
     repairs to major components necessary to the operation, loading and
     discharge of the Barge.  These may include, cargo pumps, generators,
     retort, valves, compressors, ventilation fans, alarms, sensors, etc.

     ANCHORING SYSTEM
     ----------------

     The Barge shall be equipped with anchoring and/or retrieval system or
     systems meeting USCG requirements as well as consistent with Carrier's
     overriding responsibility for the seaworthiness of all Vessels, equipment
     and operations consistent with the best marine practices available.

     CERTIFICATION
     -------------

     Applicable Laws of the United States for a Vessel of U.S. Registry

     U.S. Coast Guard Certification of Inspection for ocean service as an
     unmanned tank barge, including compliance with 33 CFR 157.10d:  Double
     Hulls on tank vessels

     American Bureau of Shipping Rules for Building and Classing Steel Barges,
     Maltese Cross A1 and Circle E

     International Load Line Certificate.

     IMCO Rules for Tonnage Measurement

     International Convention for Prevention of Pollution from Ships (MARPOL),
     Including Requirements Pertaining to the Issuance of International Oil
     Pollution Prevention Certificates

     International Convention for Prevention of Collisions
<PAGE>

Contract of Private Carriage
Page 53 of 77

     Oil Companies International Marine Forum (OCIMF) Recommendations for Oil
     Tanker Manifolds and Associated Equipment for Category "A" Vessels (16,000
     to 25,000 DWT)

     Oil Pollution Act of 1990

     American Waterways Operators (AWO) - Responsible Carrier Program,  ISO 9000
     (or standards which supersede them) and ISO 14000 (or standards which
     supersede them).

     CARGO TANKS
     -----------

     Any Barge used in service to Shipper shall have cargo tanks provided with
     suction wells (recessed into the double bottom), butterworth plates, ullage
     openings, b-valves for revenue gauging, and pressure/vacuum valves.

     Tank bottoms and tank outboard side bulkheads shall have their plate
     stiffeners located in the double hull void spaces.

     HULL
     ----

     Special attention shall be given to the fore end design to reduce the
     stresses induced by slamming, especially in the light condition.
     Additional strength should be provided in the Barge hull in way of areas
     that the Tug uses while maneuvering alongside or docking.

     VAPOR CONTROL
     -------------

     The Barge must comply with the vapor control, closed gauging and overfill
     protection requirements identified in 46 CFR, Chapter 1, Subchapter D, Part
     39, and must specifically comply with 46 CFR 39.20-7, rather than 46 CFR
     39.20-9.

     SURVEY
     ------

     Any Barge used in service to Shipper shall undergo a condition survey prior
     to final acceptance to ensure safe operability of the Barge.  Carrier
     shall, at its expense and at the inception of the Contract term and each
     thirty (30) months thereafter, provide Shipper with a condition survey of
     the Barge which states that the Barge is in conformity with Contract
     requirements and is otherwise safe and suitable for the intended operation.

     COMPLIANCE
     ----------

     IEEE Std. No. 45, Recommended Practice for Electrical Installations on
     Shipboard and International Electro Technical Commission (IEC)
<PAGE>

Contract of Private Carriage
Page 54 of 77

                                  EXHIBIT A-1

                             BARGE SPECIFICATIONS

     (Exhibit A-1 includes a description of the Barge to the degree currently
possible; a final version of Exhibit A-1 shall be attached upon completion of
construction of the Barge)

                               (NEW-BUILD BARGE)

GENERAL:

The barge shall be built to the present ABS rules for building and classing a
Maltese Cross A-1, unmanned oil tank barge, complying with OPA-90.  The barge
shall be certified to carry grade "A" or lower products.  The barge is based on
a proven design that has been in continuous service on the West Coast.  The
piping layout is based on the piping installed on Barge NOHO HELE.  This system
has proven to be exceptionally effective in the current fuel transportation
contract.  The design attributes of the new-build barge combine to optimize the
barge's design and specifications for service in Hawaiian Electric Company,
Inc.'s Fuel Transportation Contract.

The barge shall be delivered with the following documentation:

1.   USCG Coast Guard Certificate of Inspection
2.   ABS Load line Certificate
3.   International Tonnage Certificate
4.   USCG Stability Letter
5.   USCG Certificate of Documentation

The barge hull shall have a length of 328', a width of 76', side shell depth of
22', with a 5' trunk; double hulled, all oceans grade "A".  The hull shall have
twelve (12) cargo tanks, being longitudinally divided with one (1) longitudinal
centerline bulkhead and transversely divided with seven (7) transverse
bulkheads.

CAPACITY:

Storage:
25,200 bbl. No. 6 Industrial Fuel Oil
34,200 bbl. No. 2 Diesel Fuel Oil
10,400 bbl Grade A Cargoes

Single voyage capacity:
69,600 bbl. Total.

OUTFITTING:

1.   One (1) tanker man office
2.   One (1) engine space
3.   Four (4) 1000 watt floodlights located as requested
4.   Four (4) double bitts
5.   Eight (8) kevel bitts, four (4) located down each side
6.   Towing pads
7.   Four (4) recessed hull boarding ladders coming around the perimeter of deck
     per regulatory requirements
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Contract of Private Carriage
Page 55 of 77

8.   Six (6) push-knees, three per side
9.   One (1) hose handling crane, 65 foot boom, approximately 2000 pound lifting
     capacity,
10.  Access ladders, 16 inch width, into all tanks/voids, approximately 28
     locations
11.  One (1) breakwater
12.  One (1) mounting cones for a 20 foot spill van
13.  Four (4) open chocks, located as directed
14.  One (1) closed chock, located as directed
15.  One set of USCG approved light screens and battery boxes (no lights)
16.  Fire extinguishers, five (5) 20lb CO2
17.  Ballast system
18.  Ballast pump
19.  Hand rails
20.  Exterior paint, painted voids/ballast tanks; cargo tanks

CARGO SYSTEM:

1.   Five (5) Caterpillar/equivalent 170hp pump engines
2.   Two (2) Caterpillar/equivalent 80kw generator sets
3.   Five (5) 10" 14GM 4-stage deep well Byron Jackson pumps, with Amarillo
     right angle drives
4.   Five (5) 30" deep well cans
5.   Five (5) 4x6 relief valves
6.   12 expansions domes
7.   12 high level 1-meter "dip sticks"
8.   12 high level sound alarms
9.   12 "B" valves
10.  Heating coils
11.  Air compressor
12.  One (1) towing shape, One "red" loading light, One red bravo flag located
     on single mast positioned on the engine room
13.  Vapor recovery, (3) systems with high pressure relief header valves;
     suitable for 5000 barrels per hour loading
14.  10" below deck piping, loop system with 10" cargo valves and block valves
     as per drawings
15.  Three (3) remote shutdowns
16.  8" on deck cargo valves, piping and headers
17.  Fuel shutdowns located outside the engine space
18.  Spill containment for headers
19.  Signage
20.  Cargo pipe lines to be tested to 225 psi and certified with a safe working
     load of 150 pounds.

CARGO SEGREGATION:

Barge is equipped with a system of cargo tanks and piping that will provide for
the segregation of three grades.  There is regular segregation of diesel and
black oil; cross connection of other grades are double blocked.  Piping is
configured to allow future conversion of tanks dedicated to No. 6 fuel oil to
diesel service.  Tanks are arranged to allow for proper trim control with any
single cargo type loaded on board.
<PAGE>

Contract of Private Carriage
Page 56 of 77

PLANS, MANUALS AND OTHER DATA

A.  Construction Plans

The barge shall be constructed in accordance with U.S. Coast Guard approved
plans.

B.   Certification

     Barge meets the following certification criteria:

a.   Applicable Laws of the United States for a Vessel of U.S. Registry
b.   U.S. Coast Guard Certification of Inspection for ocean service as an
     unmanned tank barge, including compliance with 33 CFR 157.10d: Double Hulls
     on tank vessels
c.   American Bureau of Shipping Rules for Building and Classing Steel Barges,
     Maltese Cross A1 and Circle E
d.   International Load Line Certificate
e.   IMCO Rules for Tonnage Measurement
f.   International Convention for Prevention of Pollution from Ships (MARPOL),
     Including Requirements Pertaining to the Issuance of International Oil
     Pollution Prevention Certificates
g.   International Convention for Prevention of Collisions
h.   Oil Companies International Marine Forum (OCIMF) Recommendations for Oil
     Tanker Manifolds and Associated Equipment for Category "A" Vessels (16,000
     to 25,000 DWT)
i.   Oil Pollution Act of 1990
j.   American Waterways Operators (AWO) - Responsible Carrier Program, ISM, and
     ISO 9002.  Barge will meet ISO 14001 certification prior to the start of
     the contract.

C.  Builder's Shop Drawings and Layouts

The Builder shall prepare shop drawings and layouts as necessary to construct
the vessel.  Two copies of these shop drawings and layouts shall be furnished to
the Owner for review and approval.  The Builder shall furnish the Owner with
copies of the lofted hull offsets for approval prior to fabrication.

D.  Vendor Drawings and Technical Manuals

For all equipment purchased by the Builder, the Builder shall submit the
following to the Owner:

     Purchase Technical Specifications
     Installation Plans and Technical Data
     Preliminary Technical Manuals
     Operation Manual
     Maintenance and Service Manual
     Assembly Drawings with repair part ordering information

E.  Signs and Safety Precautions

The Builder shall prepare and post the safety and precaution signs, placards and
notices required by the regulatory bodies.  The Owner will furnish the Piping
Diagrams and Oil Transfer Procedure required by the U.S. Coast Guard Regulation
(CFR 33 part 155.720).  These documents shall be suitably framed and posted in
the Tankerman's Shelter.  In addition, the Builder shall frame and post all the
certificates required to be carried on board in the Tankerman's Shelter.
<PAGE>

Contract of Private Carriage
Page 57 of 77

F.  Survey

Barge will undergo a condition survey prior to final acceptance to ensure safe
operability of the Barge.  Carrier shall, at its expense and at the inception of
the Contract term and each thirty (30) months thereafter, provide Shipper with a
condition survey of the Barge which states that the Barge is in conformity with
Contract requirements and is otherwise safe and suitable for the intended
operation.

G.  Compliance

Barge complies with IEEE Std. No. 45, Recommended Practice for Electrical
Installations on Shipboard and International Electro Technical Commission (IEC).

SCHEDULE

The Builder shall submit a schedule to the Owner that shows "key" dates such as
"delivery of steel" and start of "pre-fabrication".  The Owner shall be notified
of anything that may effect the completion date.  The schedule shall be updated
every week as the work progresses.

MATERIALS

The Builder shall furnish all materials required.  All material shall be
suitable for the service intended.  The material specified on the plans shall be
used.  Material substitutions shall not be made except with the approval of the
Owner.  All steel used shall be new carbon steel, A.S.T.M. A-36 or A.B.S. Grade
A.

INSPECTION AND TESTS

The Builder shall be responsible for in process inspections.  Prior to
acceptance of the barge, at the convenience of the Contractor, a complete final
inspection of all work will be made jointly by the Contractor and the Owner's
Representative.  Incomplete work noted during this inspection shall be completed
by the Contractor prior to closing the spaces and acceptance of the barge by the
Owner.  The Builder shall fill all engines with water, anti-freeze, and
lubricants.  The engines, cranes, and electrical system shall be tested by the
Builder.  During start-up and test, an engine vendor's representative shall be
engaged to check-out the engines.  The Owner's Representative and the U.S. Coast
Guard inspector shall be notified prior to engine and equipment tests so that
they can attend the tests.  The hull tanks and voids shall be hydrostatically
and air tested in accordance with the A.B.S. Rules.

HULL STRUCTURE, ARRANGEMENT AND OUTFIT

A.  Arrangement and Scantlings

The hull shall be constructed in accordance with the plans.

B.  Hull

Special attention has been given to the fore end design to reduce the stresses
induced by slamming, especially in light condition.  Additional strength is
provided in the Barge hull in way of areas that the Tug uses while maneuvering
alongside or docking.

C.  Fuel Tanks

Diesel Fuel oil tanks are to be installed as shown on the plans.  The tanks are
to be 5,900 gallons capacity each.  The tanks are to be U.S. Coast Guard
approved.
<PAGE>

Contract of Private Carriage
Page 58 of 77

D.  Boarding Ladders

Boarding ladders shall be provided on each side at each end (4 places) as shown
on the plans.  The ladder rungs shall be one-foot apart and staggered for easy
access.  Hand grabs shall be installed on the deck and trunk sides as shown on
the plans.

E.  Vent and Limber Holes

Framing in the cargo tank spaces and voids shall be provided with limber and
vent holes as shown on the plans.  Framing in the rakes shall have adequate
limbers to insure drainage.

F.  Deck Houses

A steel deck house is to be installed aft to house a pump engine room, diesel
generator room and a storeroom.  A void shall be located under this deck house.
Two bolted plate manholes shall be installed for access into this void.  The
engine rooms shall be provided with weather tight openings for engine cooling
air and ventilation.

A Tankerman's shelter shall be installed on the starboard side forward.

A file cabinet (4 drawer, legal size), steel desk (30 x 60), steel swivel chair,
and steel personnel lockers (single tier, 3 wide) shall be installed in the
Tankerman's Shelter.  Windows shall be installed on each of the four sides of
the shelter to provide the Tankerman with a view of the deck.  Half the windows
shall be "slider" type capable of opening for ventilation.  The store room
bulkheads shall be fitted with steel shelving.  Dead lights shall be located on
the front and sides of the aft deck house so that the tankerman has a clear view
of the deck from the Machinery Rooms.

G.  Bitts, Kevels and Barge Connectors

Bitts, kevels, closed chocks, and Barge connection winches shall be furnished
and installed as shown on the plans.

H.  Deck Containment

Barge is equipped with a deck containment coaming to reduce the likelihood that
cargo spilled from cargo hatches, hose connections, oil loading manifolds, hose
storage trough, above-deck lines and valves and transfer connections may enter
the water or land environment.  Provisions are made to assure that rainwater
draining from the deck will not carry contaminates overboard.

I.  Spill Containment

Spill containment shall be provided at the two hose connections.  Drain plugs
shall be provided to drain clean water onto the deck.

J.  Emergency Tow Wire

Barge is rigged for towing operations with an emergency tow wire.  A pickup line
with buoy is attached to the insurance wire and streamed when underway.  The
emergency tow wire and shackles used to make the centerline tow pad at the bow
are of comparable size to the tug's tow gear.  In addition, the insurance wire
leads from the bow tow pad down the starboard side of the barge, to the stern,
and is held in place with stainless steel clips.
<PAGE>

Contract of Private Carriage
Page 59 of 77

K.  Mooring Equipment

Barge is equipped with appropriate mooring bitts and sufficient forward
winch/capstan and winch/capstan-drum capacity to lift the mooring hawser and
chafe chain of the Tesoro Hawaii SPM.  The forward winch/capstan is rigged to be
capable of lifting the barge chain tow bridles clear of the water when
necessary.

L.  Doors

Doors may be fabricated or purchased.  They shall be weather tight or
watertight.  Watertight dogged doors shall be provided with two dog wrenches.
Stowage shall be provided on each side of the door.  Doors shall be fitted with
suitable hold open devices and hasps for padlocks.  Hold open devices shall be
arranged with suitable hooks and eyes for securing so paint will not be worn by
motion of the vessel.

M.  Hose Handling Crane

Hose handling crane shall be installed as shown in the plans.  The crane is to
be pedestal mount, rotating, and hydraulically operated.  Hydraulic power is to
be furnished by a hydraulic pump driven by the generator drive engine.  The
crane is to be rated for a Safe Working Load of 1,000 pounds at 65 feet reach
and 2000 pounds from 5 to 45 feet reach.  The crane is to be operated from
control valves mounted on the crane pedestal.

N.  Draft and Identification Marks

Draft marks, name, and hailing port are to be installed as raised metal figures
cut from  1/4 inch plate welded all around to the hull.  The official number is
to be placed in the bow rake port side next to the access hatch and outlined
with weld beads.  Name letters are to be 12" high.  Other letters and figures
are to be 6" high.  The state name is not to be abbreviated.

O.  Workmanship and Clean-up

In addition to the general regulatory body requirements, the following good
workmanship practices shall be followed:

1.   Welding is to be performed in accordance with the A.B.S. Rules.
2.   Welding procedures as approved by the American Bureau of Shipping shall be
     furnished to the Owner's Representative.
3.   Personnel welding qualifications shall be furnished to the Owner's
     Representative.  If unsatisfactory welding is performed, the Owner's
     Representative may direct the Contractor to remove unqualified individuals
     from working on the vessel.
4.   Inspection of welds shall be carried out in accordance with A.B.S. Rules
     for Ocean Tank Barge Grade A vessels.  The Owner's Representative shall
     designate locations for radiographic and other non-destructive tests.
5.   All cuts shall be neat and fair.  Where necessary, unfairness shall be weld
     repaired and/or ground out.
6.   Decks, bulkheads, shell plating and other place structures shall have
     surfaces reasonably fair, without buckles, kinks, or other surface
     irregularities.
7.   All exposed edges such as around holes and edges of flange plates shall be
     ground smooth and the corners broken in order to protect personnel from
     injury and for the adherence of paint.
8.   All external welds exposed to the weather shall be continuous and sealed.
9.   All cut-outs shall be fair and smooth without gouges.  "Rough" cut-outs
     shall be built up with weld and ground smooth.
10.  Structural connections shall be properly fit.  The Builder shall make
     allowances so that stiffeners and brackets on opposite sides of plates line
     up.  Improper fitting shall be cause for rejection.  The Builder shall
     correct any bad fit-ups.
<PAGE>

Contract of Private Carriage
Page 60 of 77

11.  All temporary brackets, clips and other projections used for construction
     shall be removed, flushed off, and ground smooth.
12.  Any indentation or pits from removal shall be filled with weld metal and
     ground smooth.
13.  Any indentation or pits from removal shall be filled with weld metal and
     ground smooth.
14.  All welds shall have slag completely removed.
15.  Prior to delivery, the Builder shall thoroughly clean the barge.  All
     Builder's equipment, staging, temporary lighting, hoses and other equipment
     used in construction shall be removed.  Particular attention shall be
     directed to the cargo piping and cargo tank spaces.  All debris and dirt
     shall be completely removed.  All metal pieces, weld rod ends, bolts and
     other foreign materials shall be completely removed.

P. TESORO HAWAII OFFSHORE SINGLE POINT MOORING TERMINAL

     Carrier warrants the following with respect to the Barge and its equipment
and machinery employed under this Contract:

a. Barge is configured to moor stern-to-the-buoy with the hose connections at
the starboard-side manifolds.

b. Mooring equipment: Barge winches are capable of heaving the end of the 76mm
chafe chain on board and adjacent to the barge mooring connection in a safe and
efficient method.

c. Mooring connection: Barge is capable of accepting OCIMF-standard tri-plate at
the end of the mooring hawser/chafe chain assembly.

d. Hose handling equipment: Its located at the starboard side cargo manifolds.
The Safe Working Load of the hose derrick, crane or A-frame is 5 tons.
Manifolds and hose hang off points are capable of sustaining the weight of the
standard 12 inch floating cargo hose.

e. The Barge is equipped with an ocean oil containment boom equal in length to
twice the length of the barge and is capable of being deployed by available
personnel and boats.

MACHINERY AND PIPING

A.   Multiple Grades

Barge is equipped with cargo manifolds, pumps and piping sufficient to permit
the loading and discharge of three different Cargo grades simultaneously.

B.   Cargo Tanks

Barge has cargo tanks provided with suction wells (recessed into the double
bottom), butterworth plates, ullage openings, b-valves for revenue gauging, and
pressure/vacuum valves.  Tank bottoms and tank outboard side bulkheads have
their plate stiffeners located in the double hull void spaces.

C.   Cargo Pumps

Five cargo pumps shall be installed.  Each pump shall have a minimum rating of
2000 barrels per hour at a discharge pressure of 125 psi.  Pumps shall be
vertical, centrifugal deep-well type with right angle drive capable of
stripping.  Pumps shall be Bryon-Jackson with mechanical seals and special
Graphalloy bearings.  Pump cans shall be fitted with nozzles for a relief valve
discharge connection (6").
<PAGE>

Contract of Private Carriage
Page 61 of 77


D.  Discharge Pumping Rates

a.     No. 6 Industrial Fuel Oil: 4,000 barrels per hour (BPH) at 110 Degrees F.
b.     No. 2 Diesel Fuel Oil: 4,000 BPH
c.     Grade A cargoes: 2,000 BPH
d.     Rail pressure: 125 psi at manifold

E.  Generator Set Diesel Engines

Two generator sets shall be 80kw, driven by 170hp diesel engines as described on
the plans.  The engines shall be radiator cooled with features similar to the
cargo pump engines with electric start by batteries.

F.  Cargo Pump Diesel Engines

Each pump shall be driven by an industrial type radiator cooled diesel engine. A
clutch shall be provided to disconnect the pump from the engine. The radiator
shall be rated for an ambient temperature of 120 degrees Fahrenheit. The fan
shall discharge the cooling air through the radiator away from the engine.
Exhaust mufflers for spark arresting and noise reduction shall be installed.
Pump drive engines shall be electric start by batteries. A primary fuel filter,
sediment and water trap such as a Racor-dual element shall be installed in each
engine fuel supply line in addition to the engine manufacturer's standard
equipment. Pump engine controls shall be arranged for local control and for
remote control (clutch and throttle controls) outside the machinery room in the
weather on the forward deck house bulkhead. At the remote station, the only
instrument required is a tachometer.

G.  Emergency Shutdown

Barge is equipped to permit emergency shutdown of the pumping system from three
locations on deck, situated such that no point on the barge deck is more than 75
feet from a shutdown.

H.  Cargo Piping

The cargo piping shall be arranged as shown on the plans. Non-vortex forming
bellmouths shall be installed at each cargo tank suction pipe. Valves inside the
cargo tanks shall be fitted with remote operating reach rods and with valve
stands located on deck. Reach rods and fittings shall be at least 1 1/2" in
diameter. A pressure gage shall be installed at each pump discharge. A
pressure/vacuum gage shall be installed in each pump suction. Valves and piping
shall be in accordance with the regulatory body requirements. A cast steel
relief valve shall be installed in each pump discharge. Adaptor fittings and
blank flanges shall be furnished as shown on the plans. Hose storage racks shall
be installed as shown on the plans. Hoses shall be rated for150 psi maximum
working pressure and be suitable for suction vacuum conditions.

I.  Manifolds

Barge is equipped with cargo manifolds, piping valves, hoses, cranes and other
equipment sufficient to permit Cargo loading and/or discharge operations for
each cargo on both port or starboard side.

J.  Ballast

Barge is capable of ballasting water from designated ballast tanks located in
the double bottom and wing tanks.  A ballast pump is provided to ballast or de-
ballast the Barge within ten hours.
<PAGE>

Contract of Private Carriage
Page 62 of 77


K.  Vapor Control

Barge is equipped with ship-type vapor control system (barge-type is inadequate)
suitable for eliminating potential overfill hazards, overpressure and vacuum
hazards, and sources of ignition.

The vapor recovery and closed gauging system shall be installed as shown on the
plans.

L.  Heating

Barge is fitted with heating coils in all cargo tanks in which residual fuel oil
type cargo, such as No. 6 Industrial Fuel Oil, is to be carried. The coils are
supplied with heat by a diesel fired retort system of 5.0 million BTU's/hr
capacity.

M.  Electrical System

Barge has diesel generators of sufficient capacity to safely provide electrical
power to all Barge equipment and machinery in any and all operations including
full operation of pumps and other equipment necessary to loading/discharging of
cargo with one generator out of service.

The electrical system shall be installed as shown on the plans. Two sets of
batteries shall be installed to start the diesel engines. Each battery set shall
consist of two heavy duty marine service batteries of at least 160 ampere-hours
storage capacity for each battery. The battery banks shall be at least 24 volts
and matched to the pump drive engine electrical system. A battery charger shall
be installed to charge the pump engine starting batteries.

N.  Hose Pressurization

Barge is fitted with compressed air equipment of sufficient capacity and piping
to safely clear cargo hoses of retained Cargo after completion of Cargo
operations.

O.  Alarms

Barge is fitted with electronic and mechanical high level alarms (high and high-
high) in all cargo tanks. Void spaces are fitted with bilge alarms with audible
and visible signals to alert the tankermen or Tug crew.

P.  Toilet Facilities

Barge has portable toilet facilities provided for use during loading and
discharge operations. The portable facilities are capable of being properly
secured so as to withstand boarding seas and inclement weather.

Q.  Navigation Lights and Shapes

Navigation lights shall be installed as shown on the plans. A red barge loading
light and a red loading flag shall be installed on a mast on top of the
Tankerman's Shelter. The red loading light may be powered from the lighting
system.

R.  Oil Spill Abatement Equipment

Barge has oil spill abatement equipment and supplies including, but not be
limited to, 1,500 feet of oil spill boom, boom deployment skiff, spare bridles
and two lines anchor/buoy system, sweeps, sorbent sheets, transfer pumps, and
skimmer. In addition, personal protective clothing and gear and other related
emergency oil spill cleanup equipment consistent with the Vessel's oil spill
response plan and all U.S. Coast Guard requirements are provided.
<PAGE>

Contract of Private Carriage
Page 63 of 77


S.  Spares

Carrier will maintain spare parts in Hawaii to facilitate immediate repairs to
major components necessary to the operation, loading and discharge of the Barge
including cargo pumps, generators, retort, valves, compressors, ventilation
fans, alarms, sensors, etc.

T.  Anchoring System

The anchoring system is radio controlled for emergency release of the anchor by
the tug. Anchor equipment meets the criteria for ABS Circle E.

PAINTING AND CORROSION PROTECTION

A.  Sandblasting

All steel surfaces, including the interior of the liquid cargo tanks and void
spaces, are to be sand blasted to "near white" metal finish as defined by the
Steel Structures Painting Council (SSPC). Finish blasting shall be completed
with dry air and grit to insure a moisture-free surface. Blasted surfaces shall
be prime coated within the same work shift as the blasting is accomplished in
order to prevent rusting.

B.  Coatings

All tanks, voids and ballast compartments are coated with materials that are
compatible with the cargoes carried. Zinc anodes are installed in ballast tanks.

All coatings will be supplied by the Builder. All surface preparation,
temperature and humidity conditions, and applications of coating materials shall
be in accordance with the coating manufacturer's recommendations. The Builder
shall engage the services of a coating manufacturer's representative to provide
technical assistance with the application and to inspect for conformance with
the manufacturer's recommended practices. All surfaces will be inspected and
approved by the coating manufacturer's representative before coating commences,
between coats and after painting is completed. Satisfactory staging and lighting
shall be provided for coating work and inspection. The coating manufacturer's
representative shall submit a written report describing the surface preparation,
coating types and finished dry film thicknesses. The coating manufacturer's
warranty shall also be furnished to the Owner. Where dry film thickness (DFT) is
specified, it shall have precedence over the number of coats specified. The film
thickness readings shall be made with a General Electric, Elcometer, Microtest,
or other approved gage in accordance with the manufacturer's instructions.

C.  Touch-up Painting

The Builder shall "touch-up" all surfaces damaged during construction including
equipment surfaces. Coatings shall match purchased equipment. When the barge is
completed, all surfaces shall present a clean smooth appearance without
blemishes. "Cut-in" paint boundaries shall be neat and sharp.
<PAGE>

Contract of Private Carriage
Page 64 of 77


                                  EXHIBIT A-2


                         INTERIM BARGE SPECIFICATIONS


OWNER:                             Hawaiian InterIsland Towing, Inc.
NAME:                              NOHO HELE
TYPE:                              Fuel Barge
OFFICIAL NUMBER:                   649  722
CALL SIGN:                         WTF  8117
DESIGNER/BUILDER:                  Marine Power Equipment
YEAR/LOCATION BUILT:               1982/Seattle
CLASSIFICATION:                    ABS + A1 Oil Barge
TONNAGE GROSS/NET:                 4185
LOAD LINE:                         ABS
DIMENSIONS (L/B/B):                340' x 78' x 19'
NUMBER OF TANKS:                   21
CAPACITY TOTAL:                    30,400 No. 2 Diesel Fuel
                                   37,080 No. 6 Industrial Fuel
LIGHT DRAFT:                       5'
DEEP DRAFT:                        16'
FUEL FOR PUMPS/GENERATOR:          10,096 Gallons
LUBES FOR PUMPS/GENERATOR:         110 Gallons
GENERATORS:                        2 x GM 4.71's 75 kw each
PUMPS:                             2 x GM 8V.71's for Black
                                   3 x GM 6.71's for Diesel
OIL SPILL RESPONSE EQUIPMENT:      Yes
CRANE/BOOM:                        2 Ton CRANE/A Frame
ADDITIONAL EQUIPMENT:              Container with Pollution Response Equipment
<PAGE>

Contract of Private Carriage
Page 65 of 77


                                   EXHIBIT B

                               TUG REQUIREMENTS


          The following are warranted by Carrier with respect to the Tug and its
     equipment and machinery employed under this Contract.

     PROPULSION PLANT
     ----------------

     Any Tug used in service to Shipper shall be equipped with a twin engine,
     twin-screw, twin rudder configuration or equivalent acceptable to Shipper.
     The Tug shall have sufficient engine power to control the Barge in all
     wind, weather, sea and emergency conditions likely to be encountered while
     providing the service required by the Contract, and as otherwise required
     pursuant to Carrier's overriding responsibility for the seaworthiness of
     all Vessels, equipment and operations consistent with the best marine
     practices available.

     All propulsion equipment shall be inspected to ensure it is within
     manufacturer's recommended tolerances, and maintenance records are to be
     available to ensure that proper PMS has been performed. A Dychem contact
     test is to be conducted on reduction gears, clutches and bearings to
     determine if wear is within manufacturer's recommended tolerances.

     An overhaul shall be conducted on the main propulsion engines of the Tug
     prior to tendering for delivery to Shipper pursuant to the Contract if over
     50 percent of the engine hours (based on manufacturer's recommendation for
     periods between overhauls) have been exhausted since the last overhaul
     period.

     REDUNDANCY
     ----------

     Any Tug used in service to Shipper shall be provided with vital system
     redundancy. All key systems shall be constructed such that complete
     redundancy is provided for main propulsion, engine controls, steerage and
     controls, electrical power, fuel oil supply, bilge and fire pumps and
     communications (VHF, SSB radios).
<PAGE>

Contract of Private Carriage
Page 66 of 77


     FIRE FIGHTING EQUIPMENT
     -----------------------

     The tug shall be fitted with a house top fire and foam pilothouse
     controlled monitor for use in fighting fires on the barge. It shall be
     capable of discharging sea water or 3% AFFF foam at a rate of 375 GPM with
     100 PSI minimum pressure at the nozzle. The pump and monitor shall be
     permanently installed and shall be capable of immediate operation. Provide
     seachest, piping, foam proportioner, valves, controls and components as
     necessary for a complete operating system. The pump may be engine or
     electric motor driven. If main propulsion engine driven it shall be capable
     of operating the pump at rated speed regardless of propeller RPM and
     thrust. The foam storage tank shall hold sufficient foam concentration to
     provide a 30 minute discharge of 3% concentration.

     NAVIGATION EQUIPMENT
     --------------------

     Any Tug used in service to Shipper shall be equipped with appropriate VHF
     and SSB communication equipment, cellular telephone, facsimile, and e-mail
     capabilities. In addition the Tug shall be equipped with two radars,
     fathometer, Global Positioning System receiver or equivalent position
     finding equipment, weather facsimile, magnetic and gyro compass, EPIRB,
     whistle, bell, rudder angle indicator, searchlight, autopilot, windshield
     wipers, navigation lights and public address system.

     EMERGENCY TOW RETRIEVAL EQUIPMENT
     ---------------------------------

     Any Tug used in service to Shipper shall be equipped with an Orville Hook.

     BARGE ANCHORING SYSTEM ACTIVATION
     ---------------------------------

     The Tug shall have such systems as may be necessary to activate or utilize
     the Barge Anchoring System identified in Exhibit A, hereto.

     SPARE PARTS
     -----------

     Any Tug used in service to Shipper shall have spare parts in Hawaii to
     allow immediate repair of key components including, but not limited to,
     main engine block, heads, crankshaft, pistons, liners, pumps, blowers,
     reduction gears, propellers and propeller shafts.

     PUBLICATIONS
     ------------

     Any Tug used in service to Shipper shall carry the following:  Coast Pilot,
     Tide & Current Tables, charts, including Hawaiian Island coastal charts
     (full set) and large-scale charts for all harbors in Hawaii which are
     capable of accommodating the Tug and Barge, current Notices to Mariners,
     and Light List.
<PAGE>

Contract of Private Carriage
Page 67 of 77


     CERTIFICATION
     -------------

     Applicable Laws of the United States for a Vessel of U.S. Registry

     U.S. Coast Guard Stability Letter which evidences compliance with
     regulations

     American Bureau of Shipping Rules for Building and Classing Steel Vessels
     Under 90 meters (295 feet) in Length, A1 Towing, AMS Domestic Service

     International Load Line Certificate

     AWO - Responsible Carrier Program, ISO 9000 and ISO 14000 (or standards
     which supersede them)

     COMPLIANCE
     ----------

     IEEE Std. No. 45, Recommended Practice for Electrical Installations on
     Shipboard and International Electro Technical Commission (IEC)

     TOWING WINCH
     ------------

     Any Tug used in service to Shipper shall be provided with a towing winch
     capable of towing the Barge under severe weather conditions. The towing
     winch shall be the double drum type with wire of suitable dimensions for
     towing the Barge on both drums at all times. Towlines shall have a closed
     socket at the end, and shall be of appropriate length consistent with
     Carrier's overriding responsibility for the seaworthiness and safety of all
     Vessels, equipment and operations consistent with the best marine practices
     available.

     ELECTRICITY
     -----------

     Any Tug used in service to Shipper shall be provided with diesel generators
     of sufficient capacity to safely provide electrical power to all Tug
     equipment and machinery in any and all operations, including full operation
     of pumps and other equipment with one generator out of service.

     Diesel engines are to be inspected to ensure that all components are within
     manufacturer's tolerances; maintenance records are to be available for
     confirmation of PMS.

     An overhaul shall be conducted on the generator engines of the Tug prior to
     tendering for delivery to Shipper pursuant to the Contract if over 50
     percent of the engine hours (based on manufacturer's recommendation for
     periods between overhauls) have been exhausted since the last overhaul
     period.
<PAGE>

Contract of Private Carriage
Page 68 of 77


     FENDERING
     ---------

     Any Tug used in service to Shipper shall be fitted with adequate fendering
     to ensure the Barge side shell is sufficiently protected.

     SURVEY
     ------

     Any Tug used in service to Shipper shall undergo a condition survey prior
     to final acceptance to ensure safe operability. Carrier shall, at its
     expense and at the inception of the Contract term and each thirty (30)
     months thereafter, provide Shipper with a condition survey of the Tug which
     states that the Tug is in conformity with Contract requirements and is
     otherwise safe and suitable for the intended operation.
<PAGE>

Contract of Private Carriage
Page 69 of 77


                                  EXHIBIT B-1

                              TUG SPECIFICATIONS


OWNER:                                Hawaiian InterIsland Towing, Inc.
NAME:                                 NIOLO
TYPE:                                 Tow Boat/Salvage
OFFICIAL NUMBER:                      653  612
CALL SIGN:                            WAM  2519
DESIGNER/BUILDER:                     Swift Ships
YEAR/LOCATION BUILT:                  1982/Mississippi
CLASSIFICATION:                       ABS - A1 Towing
LOAD LINE:                            ABS
TONNAGE GROSS/NET:                    99/67
DIMENSIONS (L/B/D):                   117' x 34' x 17'
ENGINE/NUMBER/MODEL:                  EMD 2 x 16V 645 E Diesel
HORSEPOWER EACH/COMBINE:              1950 HP each: 3900 HP
BOLLARD PULL:                         45 Tons
FUEL:                                 117,000 Gallons
SPEED:                                12 Knots
RANGE:                                7500 Miles
TOWING WINCH:                         Markey TDS-032 Double Drum
TOWING WIRE:                          (2) 2" x 2,000'
BOW WINCH:                            Yes
ACCOMMODATIONS:                       5 x Staterooms = 10 Berths
ELECTRONICS:                          2 x SSB - 2 x VHF - 2 x  Radars -GPS
                                      SAT NAV - Fathometer - Autopilot -
<PAGE>

Contract of Private Carriage
Page 70 of 77



                                   EXHIBIT C


                  MINIMUM REQUIREMENTS FOR BARGES CALLING AT
             TESORO HAWAII OFFSHORE SINGLE POINT MOORING TERMINAL


     The following are warranted by Carrier with respect to outfitting of any
     Tug and any Barge and their respective equipment and machinery employed
     under this Contract:

          A.   The Tesoro Hawaii Single Point Mooring and sea berth terminal
               facility offshore Barbers Point (hereinafter "SPM terminal")
               specifies that any barge must be configured to moor stern-to-the-
               buoy with the hose connections at the starboard-side manifolds.
               Bow-to mooring will only be accepted on a case by case basis with
               appropriate modifications to the barge layout and procedures as
               determined by the SPM terminal operator.

          B.   Mooring equipment: winches must be capable of heaving the end of
               the 76mm chafe chain on board and adjacent to the barge mooring
               connection in a safe and efficient method acceptable to the SPM
               terminal operator.

          C.   Mooring connection: The Vessel must be capable of accepting
               OCIMF-standard tri-plate at the end of the mooring hawser/chafe
               chain assembly. The Vessel must have appropriately positioned
               bitts for the snotter connection, Smit-type towing bracket or
               other suitable approved connection acceptable to the SPM terminal
               operator.

          D.   Hose handling equipment: It shall be located at the starboard
               side cargo manifolds. The Safe Working Load of the hose derrick,
               crane or A-frame shall be 5 tons. Manifolds and hose hang off
               points must be capable of sustaining the weight of the standard
               12 inch floating cargo hose in the opinion of the SPM terminal
               operator.

          E.   A suitable mooring assist/stand-by boat must attend the Vessel at
               all times when approaching, when moored and when departing the
               SPM terminal.

          F.   The towing Tug shall at all times maintain a steady pull on the
               Barge in order to maximize the available distance from the SPM
               buoy. Common procedure is for the Barge to moor stern to the buoy
               with the towing Tug always engaged with the tow wire.
<PAGE>

Contract of Private Carriage
Page 71 of 77

          G.   The Barge shall be prohibited from mooring by the sole use of the
               mooring hawser pick up line.  A mooring connection utilizing the
               chafe chain shall always be required.

          H.   A minimum of two (2) qualified tankermen shall be required to
               attend the Vessel during all oil transfer operations at the SPM
               terminal.

          I.   Carrier or the Barge operator shall take full responsibility in
               responding to any spill originating from the Vessel.  The Barge
               shall be equipped with an ocean oil containment boom equal in
               length to twice the length of the Barge and which shall be
               capable of being deployed by available personnel and boats.

          J.   The Vessel, Master, officers, crew, tankermen and Carrier shall
               operate in compliance with any and all laws, rules, regulations
               and required procedures as set forth in the Tesoro SPM terminal
               Operations Manual as submitted to the USCG and in compliance with
               an USCG approved oil spill contingency plan.

          K.   Deviations, if any, from the preceding requirements must be
               expressly granted by the Tesoro SPM terminal operator.
<PAGE>

Contract of Private Carriage
Page 72 of 77

                                   EXHIBIT D

                             MANNING REQUIREMENTS


     The following are warranted by Carrier with respect to the Vessel's Master,
     officers, crew and tankermen employed under this Contract.


     ALL OPERATING PERSONNEL: TRAINING/PROFICIENCY
     ---------------------------------------------

     All operating personnel including Vessel's Master, officers and crew and
     tankermen and the immediate supervisors of the foregoing, are to receive
     training and exhibit proficiency in such areas as including, but not
     limited to, mandatory compliance with the various federal and State laws
     concerning safety and hazardous materials (OSHA, USCG, Hawaii DOH, Hawaii
     DOT), oil transfer procedures, fire fighting, oil spill prevention, oil
     spill contingency planning, oil spill response and other emergency
     operations and such proficiency and state of readiness shall be assessed
     through a program of continuous planning review, periodic exercises and
     drills.


     TUG PERSONNEL: LICENSES/ENDORSEMENTS/QUALIFICATIONS
     ---------------------------------------------------

     The Master, officers and crew of any Tug providing service to Shipper shall
     have the appropriate licenses and endorsements, have received the
     appropriate experience and training for the seas, ports cargo and size and
     capability of the equipment employed in the performance of this Contract.

     In addition, such personnel are to continue to receive whatever further
     training and experience is required to ensure that towing operations are
     conducted in a safe, efficient and professional manner consistent with the
     highest standards in the industry.

     Inasmuch as the Master shall be held responsible for the quality of overall
     voyage operations, management and safety, it is a requirement that he have
     the appropriate USCG license and endorsement.

     The Master shall be appropriately qualified by education at a college level
     or at an accredited maritime academy and/or by the equivalent progressive
     experience in navigation, pilotage, engine room operations, vessel classes,
     making/breaking tow, barge mooring, cargo transfer operations and safety
     procedures and shall have experience and/or the appropriate formal training
     in such areas as hazardous materials operations, fire fighting, oil spill
     clean-up and mitigation and other situations requiring emergency response.
<PAGE>

Contract of Private Carriage
Page 73 of 77


     Carrier agrees and understands that a Master appointed to any Tug used in
     service to Shipper under this Contract shall have demonstrated reliability,
     leadership, crew management ability and evidence the very highest regard
     for the safety of Vessel and its crew, Cargo and the environment.

     The Master of the Tug and at least one of the tankermen assigned to the
     Barge shall have completed a course of instruction in the Incident Command
     Systems conducted by the U.S. Coast Guard or other governmental agency.
     All personnel assigned to the Tug and Barge shall have completed a course
     in HAZWOPER instruction.

     Shipper may at any time require an audit of Carrier's compliance with this
     Contract and the policies and procedures required for the certification
     under the AWO Responsible Carrier Program, ISO 9000 and ISO 14000 (or
     standards which supersede them).

     TOW PERSONNEL, TRAINING AND PROFICIENCY
     ---------------------------------------

     The operators of the Barge providing service to Shipper shall have the
     appropriate certificates and endorsements, have received the appropriate
     experience and training for the seas, ports cargo and size and capability
     of the equipment employed in the performance of this Contract.

          In addition, such personnel are to continue to receive whatever
     further training and experience is required to ensure that towing
     operations are conducted in a safe, efficient and professional manner
     consistent with the highest standards in the industry. All tankermen
     assigned to the Barge shall be fully certificated by the U.S. Coast Guard
     and qualified for service aboard the Barge.

     Tankermen are to receive (as a minimum) training in the following subjects
     every 2 years or less:

          Company Policies and Procedures;
          First Aid;
          CPR;
          Confined Space Hazard Awareness;
          Injury prevention;
          Lock out/tag and procedures;
          HAZWOPER;
          Cargo knowledge / hazards;
          Federal and State regulations;
          Marine firefighting; and
          First Responder / spill mitigation.

<PAGE>

Contract of Private Carriage
Page 74 of 77

     The following drills are to be conducted annually in conjunction with
     terminal personnel, USCG, spill cleanup firms and harbor authorities (as
     appropriate):

          Fire drill (each load port);
          Oil spill (each load port); and
          Personal injury.

     The Master of the Tug and at least one of the tankermen assigned to the
     Barge shall have completed a course of instruction in the Incident Command
     Systems conducted by the U.S. Coast Guard or other governmental agency.
     All personnel assigned to the Tug and Barge shall have completed a course
     in HAZWOPER instruction.

     Shipper may at any time require an audit of Carrier's compliance with this
     Contract and the policies and procedures required for the certification
     under the AWO Responsible Carrier Program, ISO 9000 and ISO 14000 (or
     standards which supersede them).

     Shipper may reject the assigned Master and/or the lead Tankerman for cause,
     upon 3 days notice to Carrier.
<PAGE>

Contract of Private Carriage
Page 75 of 77

                                   EXHIBIT E

                       NO. 2 DIESEL OIL CHARACTERISTICS


     The No. 2 Diesel Oil to be transported hereunder shall have the following
approximate characteristics:

--------------------------------------------------------------------------------
Specification Test
--------------------------------------------------------------------------------
 Item                  Units                 Limits            Method
--------------------------------------------------------------------------------
 Gravity @             Degrees API           30.0 Min.         D1298, or
 60 deg. F.            Specific Gravity      .88 Max.          D4052-86
--------------------------------------------------------------------------------
 Viscosity @           SSU                   32.6-40.1         D445, or
 100 deg. F.                                                   D2161
--------------------------------------------------------------------------------
 Pour Point            Degrees F.            35 Max.           D-97
--------------------------------------------------------------------------------
 Flash Point, PM       Degrees F.            150 Min.          D93
--------------------------------------------------------------------------------
 Ash                   PPM, Wt.              100 Max.          D482
--------------------------------------------------------------------------------
 Cetane Index                                40 Min.           D976
--------------------------------------------------------------------------------
 Carbon Residue, 10%   %, Wt.                0.35 Max.         D524
 Residuum
--------------------------------------------------------------------------------
 Sediment & Water      %, Vol.               0.05 Max.         D1796
--------------------------------------------------------------------------------
 Sulfur                %, Wt.                0.40 Max.         D1552, D2622, or
                                                               D4294
--------------------------------------------------------------------------------
 Distillation, 90%     Degrees F.            540-640           D86
 Recovered
--------------------------------------------------------------------------------
 Sodium + Potassium    PPM, Wt.              0.5 Max           D-3605
--------------------------------------------------------------------------------
 Nitrogen              PPM, Wt.              Report            D-4629
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

Contract of Private Carriage
Page 76 of 77

                                   EXHIBIT F

                        NO. 6 FUEL OIL CHARACTERISTICS

     The No. 6 Fuel Oil to be transported hereunder shall have the following
approximate characteristics:

--------------------------------------------------------------------------------
Specification Test
--------------------------------------------------------------------------------
 Item                   Units                Limits            Method
--------------------------------------------------------------------------------
 Gravity @              Degrees API          6.5 Min.          D1298, or
 60 deg. F.                                                    D4052-86
--------------------------------------------------------------------------------
 Viscosity @            SSU                  179 Min.          D445, or
 122 deg. F.                                 226 Max.          D2161
--------------------------------------------------------------------------------
 Pour Point             Degrees F.           55 Max.           D-97
--------------------------------------------------------------------------------
 Flash Point, PM        Degrees F.           150 Min.          D93
--------------------------------------------------------------------------------
 BS & W                 %, Vol               0.5 Max.          D1796
--------------------------------------------------------------------------------
 Sulfur                 %, Wt.               2.00 Max.         D1552, D2622, or
                                                               D4294
--------------------------------------------------------------------------------
<PAGE>

Contract of Private Carriage
Page 77 of 77


                                   EXHIBIT G

                                 PORTS OF CALL



     LOADING PORTS:

          1.  Honolulu Harbor, Pier 30

          2.  Barber's Point Harbor, Pier 5 or 6

          3.  Tesoro SPM


     DISCHARGING PORTS:

          1.  Hilo

          2.  Kawaihae