##### Table of Contents



FREESEAS INC.
AND
FREE BULKERS, S.A.
 AMENDED AND RESTATED SERVICES AGREEMENT
 Dated effective as of 1 October 2008




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TABLE OF CONTENTS
 1. DEFINITIONS
    
    
    12. APPOINTMENT AND TERM
    
    
    23. MANAGEMENT SERVICES
    
    
    34. RIGHTS AND OBLIGATIONS
    
    
    105. TAXES
    
    
    106 REMUNERATION AND FEES
    
    
    117. PAYMENT OF BONUS
    
    
    118. UNDERTAKINGS
    
    
    129. EXCLUSION OF LIABILITY
    
    
    1310. TERMINATION
    
    
    1411. RATIFICATION
    
    
    1612. ASSIGNS AND SUCCESSORS
    
    
    1713. CONFIDENTIALITY
    
    
    1714. NOTICES
    
    
    1715. GOVERNING LAW; JURISDICTION
    
    
    1816. ENTIRE AGREEMENT
    
    
    1917. THIRD PARTIES
    
    
    19
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THIS AMENDED AND RESTATED SERVICES AGREEMENT
 BETWEEN:
 (1)
    
    FREESEAS INC.(the Company), a company incorporated in the Republic of the Marshall
Islands; and
 (2)
    
    FREE BULKERS, S.A.(the Manager), a company incorporated in the Republic of the
Marshall Islands.
 WHEREAS:
 (A)
    
    The Company appointed the Manager to manage the business of the Company and its various
ship-owning subsidiaries (the Subsidiaries) from time to time and their respective
operations and external affairs and the Manager accepted such appointment.(B)
    
    The Parties wish to amend and restate the terms and conditions of the appointment of the
Manager as herein set forth.
 NOW THEREFORE IT IS HEREBY AGREED:
 
 DEFINITIONS
 1.1
    
    In this Agreement, the following terms shall have the following meanings:Board means the Board of Directors of the Company or of a Subsidiary (as the
context may require) and references in this Agreement to the Board or any board of
directors of the Company or any or all of the Subsidiaries shall be deemed to
include in the alternative a reference to any duly constituted committee thereof or
to any person or persons duly authorized to exercise the power in question by
either the Board or such board of directors or such a committee (as appropriate);Bonus has the meaning given to it in Clause 7;Effective Date means 1 October, 2008;Euro means the single currency of participating member states of the European
Union;GAAP means generally accepted accounting principles and U.S. GAAP means those
principles as determined in the United States of America;Management Agreement and Management Agreements have the meanings given to
them in Clause 2.4;Management Fees has the meaning given to it in Clause 6.1; Management Services
has the meaning given to it in Clause 2.1, and shall include the
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Accounting Services as described in Clause 3.1.11;Ships means ships owned and operated by the Company or its Subsidiaries during the
Term;Subsidiary means any entity of which a majority of the outstanding equity
interests are owned, directly or indirectly, by the Company; andTerm has the meaning given to it in Clause 2.2.1.2
    
    References to Clauses and Sub-Clauses shall be references to Clauses and
Sub-Clauses of this Agreement.
 
 APPOINTMENT AND TERM
 2.1
    
    The Company hereby appoints the Manager to perform the services set forth in
Clause 3 (the Management Services) and the Manager agrees to perform the Management
Services, subject to the terms and conditions set out in this Agreement.2.2
    
    The appointment of the Manager to perform the Management Services shall
continue for an initial term of ten (10) years (the Term) commencing from the
Effective Date, which Term shall be deemed to be automatically extended on or before
each anniversary of the Effective Date for an additional one (1) year, unless such
appointment is earlier terminated in accordance with Clause 10.2.3
    
    The Manager may appoint any person or entity (the Sub-Manager), at any time
during the Term of this Agreement, to discharge any of the Managers duties and, in
particular, to act as agent and/or sub-contractor in connection with the performance of
such of the Management Services, and with respect to such Ships, as the Manager may
determine to be necessary or advisable in its reasonable discretion. Any such
agreement with a Sub-Manager must be in writing and upon commercially reasonable terms,
and a copy of any such agreement must be provided to the Company not less than ten (10)
business days before its execution by the Manager. Notwithstanding the foregoing, no
such appointment of a Sub-Manager shall relieve the Manager of any of its
responsibilities, obligations or liabilities to the Company and each Subsidiary
hereunder.2.4
    
    In order to assure consistent management of all Ships owned by the Company and
its Subsidiaries, the Company agrees that it shall cause each Subsidiary acquired after
the Effective Date of this Agreement to enter into a Ship Management Agreement with the
Manager (each such Ship Management Agreement, as may be amended from time to time, is
referred to herein individually as a Management Agreement and collectively with each
other Management Agreement as may be in effect from time to time as the Management
Agreements), on substantially the same terms and conditions as the Management
Agreements then in effect.
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MANAGEMENT SERVICES
 3.1
    
    In consideration of the payment of the Management Fees, the Manager shall, for
and on behalf of the Company and each Subsidiary:
 3.1.1
    
    provide planning, managerial and advisory services in respect
of the whole operations of the Company and the Subsidiaries;3.1.2
    
    provide or contract for all general administrative, office and
support services necessary for the operation of the Company and of each
Subsidiary and each Ship including the employment of technical and clerical
personnel, accountants and managerial staff, the provision of
telecommunications, accounting and data processing services and the provision
of office space at the Managers offices;3.1.3
    
    seek suitable Ships for purchase and/or determine Ships
suitable for sale by the Subsidiaries and negotiate the terms of any such
purchase or sale and arrange and complete the acquisition, sale or other
disposition of the Ships; provided that the Manager shall only enter into a
binding commitment on the part of the Company or the relevant Subsidiary with
any third party in respect of the sale or purchase of the Ships after receiving
express authority from the Board of the Company and of the relevant Subsidiary
to do so;3.1.4
    
    supervise and perform the delivery of the Ships to and by the
Company and the Subsidiaries;3.1.5
    
    in the case of the Company and the relevant Subsidiary, seek
employment for the Ships and negotiate, arrange, complete and supervise the
chartering or other employment of the Ships (and keep the Board of the Company
and the relevant Subsidiary informed on a regular basis of the employment and
location of the Ship); provided that the Manager shall not enter into any
binding charterparty or other contract of employment for a Ship for a period of
longer than twelve (12) months (or such shorter period as may be determined by
the Company and notified to the Manager) without receiving the express
authority of the Company and the relevant Subsidiary;3.1.6
    
    provide bunkers and lubricants necessary for the operation of the fleet;3.1.7
    
    upon prior instructions from the Board of the Company,
negotiate all borrowing and deposit or lending arrangements of the Company and
the Subsidiaries and supervise the implementation of such arrangements and
advise the Board and the relevant Subsidiary from time to time of the
arrangements for financing the acquisition and the operation of Ships; provided
that the Manager shall only enter into any binding commitment in
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respect of any borrowing or financing after receiving express authority from
the Company and the relevant Subsidiary to do so;3.1.8
    
    open and operate such bank accounts with such bankers and in
such names as the Company and/or the relevant Subsidiary may require and liaise
with the Company and the relevant Subsidiary and instruct the Bankers and such
Subsidiary in connection with their respective obligations and duties;3.1.9
    
    provide customary technical management services including in
relation to but not limited to voyage operation, superintendence, surveys,
maintenance, drydocking, repairs, alterations, maintenance and renewals to
hull, machinery, boilers, auxiliaries, equipment and accommodation;3.1.10
    
    provide at cost price officers and crew and perform all customary owners
obligations in relation to manning and crew welfare and amenities and usual
services to the Ships;3.1.11
    
    keep separate books, records and accounts relating to all the activities of
the Company, each Subsidiary and of each Ship in accordance with the advice of
the internal auditor of the Company from time to time, with good business and
shipping accounting practices, and in order to comply with the requirements of
U.S. GAAP, any stock exchange on which all or any part of the Companys share
capital is listed (the Exchange Rules), the rules and regulations of the US
Securities and Exchange Commission (the SEC Rules), and all applicable laws
and regulations of the Marshall Islands, Liberia, the Bahamas and each other
jurisdiction in which a Subsidiary is organized or in which a Ship is flagged
(collectively, the Accounting Services). The Accounting Services shall
include all financial and accounting services to the Company necessary in
connection with the Companys compliance with the SEC Rules and the Exchange
Rules relating to the preparation and maintenance of the Companys accounting
records in accordance with U.S. GAAP, preparing and filing financial statements
with the US Securities and Exchange Commission (the SEC) and Nasdaq in
accordance with applicable financial reporting requirements, and developing,
implementing, monitoring and assessing the Companys internal controls,
including, without limitation, the following:
 (a)
    
    assist with the internal audit of the Companys
records and with the maintenance of the Companys general ledger and
other internal accounting records and reports;(b)
    
    assist with the preparation of projections,
cash flow analyses and budgets;(c)
    
    assist with the preparation of annual and
interim financial statements, including all financial statement notes
and accompanying schedules thereto and all necessary period-end
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reconciliations and associated period-end journal entries, in
compliance with U.S. GAAP and the applicable SEC Rules;(d)
    
    assist the Company in monitoring changes and
developments in U.S. GAAP and the SEC Rules relating to financial
reporting and in determining the applicability thereof to the Company;(e)
    
    assist in planning for all necessary reviews
and/or audits of the Companys financial statements;(f)
    
    maintain all accounting records supporting the
Companys financial statements separate and discrete from the
accounting records of the Contractor;(g)
    
    assist in coordinating the review and/or audit
of such financial statements by the Companys independent auditing firm
and the delivery to such auditing firm of all internal records and
other supporting information requested by such firm;(h)
    
    assist with the preparation and filing of all
necessary tax returns;(i)
    
    assist the Company in developing, implementing
and assessing the necessary and appropriate procedures to enable the
Company to assess and report on its internal controls, including
assisting with (i) identification of key risks and controls, (ii)
developing tests for such controls, (iii) performing tests of such
controls, (iv) correction of inadequate controls, and (v) reporting the
results of the foregoing;(j)
    
    attend seminars and courses relating to updates
in U.S. GAAP, SEC Rules and Exchange Rules; and(k)
    
    provide such other assistance as the Company
may reasonably request from time to time.
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3.1.12
    
    prepare and submit annual budgets and quarterly projections for the approval
of the Board and, if requested, provide monthly statements of accounts and
quarterly statements of account and analysis of operating income and expenses
as well as such other statements, special reports, memoranda and original or
copies of documents as the Board of the Company or the relevant Subsidiary may
reasonably require all such books, records and accounts to be available to the
Board of the Company and of the relevant Subsidiary or authorised officers of
the Company for inspection at all reasonable times;3.1.13
    
    in addition to the requirements of Clause 3.1.12, at the end of each
three-month period, provide to the Board or the relevant Subsidiary an analysis
of the previous three months trading and results of operations together with
the intended budget for the operations of each Subsidiary and each Ship in the
next quarter;3.1.14
    
    prepare and submit all documents and reports required by the U.S. Securities
and Exchange Commission in respect of the Company and its Subsidiaries and by
loan agreements to which the Company or its Subsidiaries are party;3.1.15
    
    ensure that the Ships are at all times insured for hull and machinery, war,
loss of hire (as appropriate or necessary) and P&I risks in accordance with
good shipping practice and handle all claims arising in connection with the
insurance of the Ships and otherwise including:
 (a)
    
    the preparation, documentation and submission
of claims to insurers and/or P&I Clubs;(b)
    
    the making of settlements of claims against
insurers and/or P&I Clubs subject to the instructions from time to time
of the Company and the relevant Subsidiary; and(c)
    
    the following-up of claims and settlements;
 3.1.16
    
    keep the Board informed of planned drydocking and other significant off-hire
periods; and arrange for and supervise drydocking, surveys and repairs,
renewals, alterations, improvements and maintenance of the Ships;
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3.1.17
    
    in the event of an emergency affecting a Ship, take any necessary steps as
quickly as possible on its own initiative (though consulting with the Board of
the Company and any relevant Subsidiary to the extent practicable) including
the engaging of salvage or towage services, the posting of security,
notification to brokers and insurers, engagement of surveyors or other experts
and, without limitation, the taking of any other steps necessary or desirable
in the circumstances;3.1.18
    
    undertake all the functions, duties and obligations of the secretary of each
Subsidiary in accordance with the laws and regulations of their respective
jurisdictions of organization and any other laws applicable to them, including
but not limited to the keeping and updating of company records and statutory
books and the filing of all necessary documents with the relevant authorities;3.1.19
    
    subject to the limitations provided elsewhere in this Agreement, enter into,
make and perform all contracts, agreements and other undertakings as may be, in
the opinion of the Manager, necessary or advisable or incidental to the
carrying out of the objectives of this Agreement;3.1.20
    
    ensure that the Companys Code of Business Conduct and its Insider Trading
Policy are observed by it and its officers and employees.
 3.2
    
    In connection with (a) that certain Lease Agreement for Commercial Purposes
dated 30 October 2006 entered into between Klenco II S.A. as lessor (the Lessor)
and the Manager as lessee (the Lease Agreement A), pursuant to which the Manager has
leased for a period commencing from 1 December 2006 and terminating on 30 November 2011
premises comprising the fourth floor of an office building situated at 4 Mavrokordatou
Str. & 89 Akti Miaouli, Piraeus, Greece, having a total area of 381.70 square meters,
consisting of office spaces, one kitchenette and two WCs and having in its exclusive
use parking in the subbasement of the building (the Premises A), and (b) that certain
Lease Agreement for Commercial Purposes dated 12 March 2008 entered into between the
Lessor and the Manager as lessee (the Lease Agreement B, and together with the Lease
Agreement A, the Lease Agreement), pursuant to which the Manager has leased for a
period commencing from 15 March 2008 and terminating on 30 November 2011 premises
comprising the third floor of the above office building, having a total area of 529
square meters,consisting of office spaces, one kitchenette and two WCs and
having in its exclusive use parking in the subbasement of the building (the Premises
B, and together with Premises A, the Premises), the following provisions shall
apply:
 3.2.1
    
    The Manager has equipped the Premises with office furniture
and up-to-date electronic, filing and communications equipment (the
Equipment) as may be necessary or appropriate for the operation of a shipping
and management company, and agrees to continue to provide such Equipment
throughout the Term of this Agreement.
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3.2.2
    
    The Company acknowledges that the Manager supervised, and has
expended certain sums in connection with, the renovation of the Premises to
suit the management of the Companys and the Subsidiaries business operations
and, in consideration therefor, agrees to reimburse the Manager the aggregate
sum of US$300,000 for such renovation.3.2.3
    
    The Manager agrees to permit the Company, in order to further
promote the Companys local business interests through such representatives in
Greece, such representatives to be either resident or visiting (the Company
Representatives) to use the Premises under the terms and on the conditions as
set forth below:
 (a)
    
    Non-exclusive use by the Company
Representatives of half of the Premises.(b)
    
    Non-exclusive use by the Company
Representatives of parking spaces for three (3) vehicles out of the
total parking space for ten (10) vehicles belonging to the exclusive
use of the Premises.(c)
    
    Non-exclusive use by the Company
Representatives of the kitchenette and the WCs of the Premises.(d)
    
    Non-exclusive use by the Company
Representatives of the office furniture and Equipment located in the
Premises.(e)
    
    Secretarial support to the Company
Representatives by the staff of the Manager, including filing, handling
of incoming and outgoing correspondence of any form, reply services in
the absence of the Company Representatives, etc.
 3.2.4
    
    In exchange for the above, the Company hereby undertakes to
pay to the Manager thoughout the Term of the Agreement and on a monthly basis
(a) one-half of the monthly rent and corresponding stamp duty that the Manager
is under an obligation to pay to the lessor for the Premises, according to the
terms of the Lease Agreement, being noted that such amount will be
automatically re-adjusted at each time as the same are re-adjusted under the
terms of the Lease Agreement, and (b) at each time due and payable monthly by
the Manager under the terms of the Lease Agreement, one-half of the common
charges and expenses (the Common Charges) in respect of the building in which
the Premises are situated, which Common Charges are shared together with all
the other lessees and/or owners (as the case may be) of the office building in
which the Premises is located (the amounts payable under Sub-Clauses (a) and
(b) above are collectively referred to as the Premises Fee). The monthly
rent currently payable by the Manager to the lessor under the terms of the
Lease Agreement is Euro 19,409 plus stamp duty payable in advance for each
month and accordingly the amount currently payable by the
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Company to the Manager is Euro 9,704.50 plus the stamp duty corresponding to
said amount and such amount shall be payable by the Company at the same time
that the rent is payable by the Manager to the lessor under the terms of the
Lease Agreement. The amount payable by the Company to the Manager in
respect of the Common Charges shall be payable simultaneously with payment
of same by the Manager to the manager of the building.The Manager is entitled at its absolute discretion to make reasonable extra
charges for telephone and fax expenses and occupation of its staff depending
on the volume of work of the Company, provided that the Manager agrees to
provide the Company with reasonable advance notice of and detail regarding
any such extra charges.
 3.2.5
    
    No representation, warranty or guarantee, express or implied,
is given by the Manager in respect of the Premises or the Equipment (as
indicatively in respect of quality, continuous functioning, merchantability,
etc.) and the Company hereby irrevocably and unconditionally waives any right
to claim damages due to defect of the Premises or the Equipment or any act or
omission of the staff of the Manager or for any other reason whatsoever.3.2.6
    
    The Company confirms and acknowledges that it has perused a
copy of the Lease Agreement and fully approves its contents and hereby
undertakes the obligation to fully abide by all the terms and conditions of the
Lease Agreement and to inform and instruct the Company Representatives to act
accordingly. The Company confirms and acknowledges that it has surveyed the
Premises and the Equipment, fully approves the condition of same and
acknowledges suitability of same for the intended purpose. The Company
undertakes to indemnify on demand the Manager in respect of any damage caused
by the Company Representatives to the Premises or the Equipment.3.2.7
    
    The Manager and the Company agree that the foregoing Clause
3.2 will automatically expire at the same time that the Lease Agreement expires
or is terminated for any reason whatsoever. Upon such expiration of this
Agreement, no indemnity or damages whatsoever shall be due to or payable by
either party. Upon expiration or termination of the Lease Agreement, the
Manager will make every reasonable effort to find new suitable office space,
taking under consideration the market conditions prevailing at that time, in
which case the Company will be under an obligation to pay the rent plus
corresponding stamp duty payable and the Common Charges.3.2.8
    
    Upon the expiration or termination of the Lease Agreement, the
Company will redeliver the Premises and the Equipment in the same good
condition as on the date of this Agreement, fair wear and tear excepted.
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RIGHTS AND OBLIGATIONS
 4.1
    
    The Manager shall observe and comply with the Articles of Incorporation,
By-Laws or other governing documents (as applicable) of each of the Company and the
Subsidiaries, the resolutions of the Boards of each of the Company and the Subsidiaries
notified to them, and the provisions of any prospectus, explanatory memorandum or other
such document relating to the Company distributed to the Manager from time to time by
or on behalf of the Company, provided that the same do not contravene applicable law
governing the establishment and operation of the Managers office in Greece. All
activities engaged in by the Manager hereunder including the chartering of a Ship shall
at all times be subject to the control of and review by the Company and the relevant
Subsidiary and, without limiting the generality of the foregoing, the Company and the
relevant Subsidiary may from time to time instruct the Manager as to the exercise of
the rights attached to ownership of the relevant Ship and the Manager shall use their
best efforts to give effect to all such directions and shall use their best efforts
(but without guarantee) to procure that any person, firm or company to whom any
functions may be directly delegated by the Company or any of the Subsidiaries shall
give effect to all such directions. In connection with its performance of the
Management Services, the Manager shall not, without the express written consent of the
Company and the relevant Subsidiary, commit the Company or such Subsidiary to any
expenditure in respect of any one item or in any month in respect of the Ship which
exceeds the limits (if any) from time to time prescribed by the Company and such
Subsidiary; provided that such consent shall be deemed to have been given if such
expenditure was included in a budget provided pursuant to the provisions of Clause
3.1.11, 3.1.12 or 3.1.13 and thereafter approved by the Company and such Subsidiary.4.2
    
    Notwithstanding the provisions of Clause 4.1, the Manager shall have the
discretion to commit the Company or a Subsidiary to extra expenditure not included in
the budget up to a limit prescribed by the Company or a Subsidiary where it deems such
expenditure to be required for the safe and sound maintenance and operation of the
Ship.4.3
    
    The foregoing provisions of Clauses 3 and 4 shall be in addition to the
obligations of the Manager to each Subsidiary as set forth in the applicable Management
Agreement entered into between the Manager and each Subsidiary. In the event of a
conflict between this Agreement and the provisions of any such Management Agreement,
the provisions of the applicable Management Agreement shall control.
 
 TAXES
 5.1
    
    The Manager will at all times exercise the rights and powers and perform the
duties or any of them conferred upon it by this Agreement, the Management Agreements,
any supplemental agreement, or otherwise by the Company or any Subsidiary so as not
knowingly to render the Company or any Subsidiary liable
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for any tax imposed by any jurisdiction on any part of its income without the
consent of the Company or any Subsidiary.
 
 REMUNERATION AND FEES
 6.1
    
    In consideration of the Management Services provided by the Manager under this
Agreement, and in addition to the Ship management fees payable by each Subsidiary to
the Manager under the Management Agreements, the payment of which is hereby guaranteed
by the Company, and the Premises Fee payable pursuant to Clause 3.2.4 above, the
Company agrees to pay to the Manager fees calculated from the Effective Date as follows
(the Management Fees):
 6.1.1
    
    US$100,000 per month, plus;6.1.2
    
    Such additional amounts as are necessary to reimburse the
Manager for all out of pocket costs and expenses, to include traveling,
auditing, legal assistance and all extraordinary expenses in connection with
technical and/or operational assistance and other unexpected expenses, incurred
in connection with the provision of the Management Services by the Manager.
 6.2
    
    The applicable rate of remuneration payable to the Manager under Clause 6.1.1
shall be further adjusted upwards if :
 6.2.1
    
    the Euro should have strengthened against the U.S. dollar at
the last business day of each month during the Term of this Agreement such that
the Euro-US exchange rate is more than 1.35, in which case the rate of
remuneration shall be adjusted, effective as of the first day of the following
month, upwards by the percentage amount by which the Euro has so strengthened
against the U.S. dollar; or6.2.2
    
    the Manager should incur a material unforeseen increase in the
costs of providing the Management Services, in which case the amount and
effective date of such increase will be as agreed between the Company and the
Manager.
 
 PAYMENT OF BONUS
 7.1
    
    In addition to the Management Fees, the Company shall pay to the Manager an
annual bonus (the Bonus), as may be determined by the Companys compensation
committee from time to time. Such Bonus may be based on a formula determined in
advance by the compensation committee or may be determined based on, and by reference
to, the historical results achieved by the Company for a fiscal year. Such
determination shall take into account the size and growth of the Companys fleet, the
Companys operating results for the fiscal year, and such other factors, whether
ordinary or extraordinary, as the
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compensation committee may, in its discretion, determine to be appropriate for such
purpose.
 7.2
    
    A Bonus, if payable, shall be paid on or before 31 March in each year for which
a Bonus is granted. Such Bonus shall be paid in cash, shares of the Companys capital
stock, or Company securities convertible into or exchangeable for shares of the
Companys capital stock, or any combination thereof, as the compensation committee
shall determine.7.3
    
    In consideration of the longstanding and existing relationship between the
Company and the Manager, and of the Managers services to the Company since its
organization, the Company agrees to pay the Manager an initial Bonus consisting of
[______] shares of the Companys common stock.
 
 UNDERTAKINGS
 8.1
    
    The Manager undertakes to carry out the Management Services efficiently and in
the best interests of the Company.8.2
    
    The Manager shall not contract on behalf of the Company or any of the
Subsidiaries or arrange any contract or transaction for or on behalf of the Company or
any Subsidiary with itself or any of its affiliates (all such contracts and
transactions being interested party transactions) except on terms no less favorable
than would exist if such contract or transaction were to be entered into with unrelated
third parties on an arms length basis. The Manager shall also not so contract if any
interested party transaction is reasonably likely to involve payments or a value in
excess of US$100,000 individually for such contract or transaction or in the aggregate
with any related transactions within any period of five (5) years, without the approval
of the Board of Company and any affected Subsidiary except:
 8.2.1
    
    agreements in effect prior to the date of this Agreement;8.2.2
    
    where the payment or payments concerned represent
reimbursement to the Manager in respect of arrangements with third parties
where the Manager has contracted as agent on behalf of the Company;8.2.3
    
    where the relevant contract or transaction occurs following or
connected with emergency situations relating to the operation of the Companys
Ships; and8.2.4
    
    where the Board of Directors consider that certain contracts
or transactions or a class of contracts or transactions may occur repeatedly
and have given a general exemption for such transactions or class of
transactions.
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8.3
    
    All discounts, commissions, rebates and benefits of whatever nature received by
the Manager in the course of its performance of the Management Services shall be held
to the account of the relevant Subsidiary or, if a particular Subsidiary cannot be
identified, the Subsidiaries equally.
 
 EXCLUSION OF LIABILITY
 9.1
    
    Without prejudice to Clause 9.2, the Manager shall be under no liability
whatsoever for any damages or loss of whatsoever nature (including loss of profit due
to detention or delay) whensoever and howsoever arising in course of performance of the
Management Services by the Manager or any agents, superintendents, officers, crew,
management personnel or other persons or independent contractors employed by the
Manager in connection with the Management Services, unless the same shall be proved to
have resulted from the willful misconduct or gross negligence of the Manager or any
person to whom performance of any of the Management Services has been delegated by the
Manager in which case (save where loss, damage, delay or expense has resulted from the
Managers personal act or omission committed with the intent to cause the same, or
recklessly and with knowledge that such loss, damage, delay or expense would probably
result), the Managers liability for each incident or series of incidents giving rise
to a claim or claims shall never exceed (a) with respect to the Company, a total of ten
(10) times the then-current annual Management Fees payable to the Manager hereunder,
and (b) with respect to a Ship and the related Subsidiary, a total of ten (10) times
the then-current annual management fee payable with respect to such Ship under the
related Management Agreement.9.2
    
    Subject to the obligations of the Manager to effect insurances pursuant to
Clause 3.1.15, the Manager shall not be responsible for the loss of or damage to any
property of the Company and the Subsidiaries in the possession of the Manager or for
any failure to fulfill its duties to the Company under this Agreement if such loss,
damage or failure shall be caused by or directly or indirectly due to war damage, enemy
action, the act of any government or other competent authority, riot, civil commotion,
rebellion, storm, tempest, accident, fire, lockout, strike or other cause whatsoever
beyond the control of the Manager or other persons to whom performance of the
Management Services has been delegated by the Manager provided that the Manager or
other persons shall use all reasonable efforts to avoid or minimise the effects of the
same.9.3
    
    Notwithstanding anything that may appear to the contrary in this Agreement, the
Manager shall not be liable for any of the actions of the crew employed in connection
with the Ships, even if such actions are negligent or in willful disregard of
obligations, except only to the extent that they are shown to have resulted from a
failure by the Manager to discharge its obligations to provide the Management Services,
in which case its liability shall be limited in accordance with the terms of Clause
9.1.
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TERMINATION
 10.1
    
    This Agreement will terminate automatically:
 10.1.1
    
    following an order made or resolution passed for the purpose of winding up of
the Manager or if a receiver shall be appointed of the undertaking or property
of the Manager or if the Manager shall cease to carry on its business or make
any special arrangement or composition with its creditors;10.1.2
    
    upon the completion of the winding-up of the business of the Company
following liquidation or otherwise.
 10.2
    
    The Company or the Manager may terminate this Agreement by giving ninety (90)
days notice in writing to the other in any of the following events:
 10.2.1
    
    at any time if the other shall commit any breach of its obligations under
this Agreement by virtue of its willful misconduct or negligence and (if such
breach is capable of remedy) shall fail within thirty (30) days of receipt of
notice so requiring it to make good such breach and such breach is material to
the party giving notice; or10.2.2
    
    if the Manager shall be unable or otherwise fail to perform any or all of the
Management Services to a material extent for a continuous period of sixty (60)
days in circumstances covered by Clause 9.2;provided that the Company may not terminate this Agreement by reason of
such an event which relates to only one of the Subsidiaries individually.
 10.3
    
    The Company may terminate this Agreement by giving one hundred eighty (180)
days notice in writing to the Manager if there has been a change of control in the
shareholding of the Manager, unless such change has previously been agreed in writing
by the Board of the Company.10.4
    
    The Manager may terminate this Agreement by giving the Company and the
Subsidiaries not less than one (1) years notice of intention to terminate the same,
any such notice of termination to be given on or before an anniversary of the Effective
Date to take effect on the succeeding anniversary of the Effective Date.10.5
    
    The appointment of the Manager may be terminated by the Company, or by any of
the Subsidiaries with respect to such Subsidiary, by sixty (60) days prior written
notice if the Manager shall be, become or be deemed to be or become resident for tax
purposes or carry on business within the United Kingdom or the United States or
elsewhere in circumstances that cause the Company or any of the Subsidiaries to become
liable for tax on any part of its income in the country of such residence or carrying
on of business.
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10.6
    
    The Manager may terminate this Agreement upon sixty (60) days prior written
notice to the Company in the event that the Company undergoes a Change of Control.
For the purposes of this Clause 10.6, Change of Control shall mean:
 10.6.1
    
    the election of any director whose election was not recommended by the
then-current Board of Directors;10.6.2
    
    any person or entity or group of affiliated persons or entities (other than
the Company) becomes a beneficial owner, directly or indirectly, of 15% or more
of the Companys voting securities or all or substantially all of the assets of
the Company;10.6.3
    
    the Company enters into a definitive agreement that contemplates the merger,
consolidation or combination of the Company with an unaffiliated entity in
which either or both of the following is to occur: (i) the Board of Directors
of the Company immediately prior to such merger, consolidation or combination
will constitute less than a majority of the board of directors of the
surviving, new or combined entity; or (ii) less than a majority of the
outstanding voting securities of the surviving, new or combined entity will be
beneficially owned by the shareholders of the Company immediately prior to such
merger, consolidation or combination; provided, however, that if any definitive
agreement to merge, consolidate or combine is terminated without consummation
of the transaction, then no Change in Control shall be deemed to have occurred
pursuant to this paragraph;10.6.4
    
    the Company enters into a definitive agreement that contemplates the transfer
of all or substantially all of the Companys assets, other than to a wholly
owned subsidiary of the Company; provided, however, that if any definitive
agreement to transfer assets is terminated without consummation of the
transfer, then no Change in Control shall be deemed to have occurred pursuant
to this paragraph; or10.6.5
    
    a majority of the members of the Board of Directors of the Company shall be
persons who: (i) were not members of the Board on the date of the annual
shareholders meeting immediately preceding the Change of Control (current
members); and (ii) were not nominated by the unanimous affirmative vote of the
current members of the Board at the time of their nomination (future
designees); and (iii) were not nominated by the unanimous affirmative vote of
the current members and future designees, taken as a group, of the Board at the
time of their nomination;
  10.7
    
    Upon the effective date of termination pursuant to Clause 10.6, the Manager
shall promptly terminate its services under this Agreement, as may be required in order
to minimise any interruption to the business of the Company and the Subsidiaries.
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10.8
    
    Upon termination, the Manager shall as promptly as possible submit a final
accounting of funds received and disbursed under this Agreement and of any remaining
Management Fees due from the Company, calculated pro rata to the date of termination
(but subject to Clause 10.9), and any disbursed funds of the Company or the
Subsidiaries in the Managers possession or control will be promptly paid by the
Manager as directed by the Company or may be set off against any sums due from the
Company hereunder.10.9
    
    If this Agreement is terminated under Clause 10.6, the Company shall pay to the
Manager an amount equal to:
 10.9.1
    
    the total aggregate of the Premises Fees to which the Manager would be
entitled pursuant to Clause 3.2.4 from the date of such termination to the end
of the Term of this Agreement; plus10.9.2
    
    twenty-five (25) multiplied by the sum of (a) the annualized aggregate Ship
management fees to which the Manager would be entitled under the Management
Agreements, based on the monthly Ship management fees in effect on the date of
termination, and (b) the annualized Management Fee to which the Manager would
be entitled under this Agreement, based on the monthly Management Fee in effect
on the date of termination; plus10.9.3
    
    twenty-five (25) multiplied by the average of the Bonuses previously paid to
the Manager under Clause 7 (with the dollar value of any Bonus paid in shares
or other securities of the Company based on the aggregate fair market value of
such shares or securities on the date such Bonus was awarded).
 10.10
    
    The authorities contained in this Agreement are continuing ones and shall
remain in full force and effect until revoked by termination of this Agreement in
accordance with the provisions of this Clause 10. Such revocation shall not affect any
liability in any way resulting from transactions initiated prior to such revocation.10.11
    
    Any termination of this Agreement pursuant to this Clause 10 shall be without
prejudice to any claims each party may have upon the other.
 
 RATIFICATION
 11.1
    
    Subject to Clause 4, the Company and the Subsidiaries hereby ratify and confirm
and undertake at all times to allow, ratify and confirm all and whatsoever the Manager
shall lawfully do or cause to be done in the performance of its duties as Manager
hereunder. Except to the extent that the Manager would be liable under Clause 9.1, the
Company and the Subsidiaries further undertake at all times hereafter to keep the
Manager indemnified on demand against all actions, proceedings, claims and demands or
liabilities whatsoever which may be brought commenced or prosecuted against or incurred
by the Manager and also against all
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costs, damages and expenses which the Manager may in any way pay or incur in
defending or settling the same or otherwise in consequence of the Manager acting as
Manager of the affairs of the Company and the Subsidiaries or of any Ship or in
respect of any matters or things in relation thereto. In addition, the Company and
the Subsidiaries agree to reimburse to the Manager any moneys which it may properly
expend on behalf of the Company or any of the Subsidiaries in connection with its
duties under this Agreement.
 
 ASSIGNS AND SUCCESSORS
 12.1
    
    Each party may, with the prior written consent of the other party, to be
exercised in the other partys respective discretion, assign all its rights and
obligations hereunder to any other company, person, firm or institution acceptable to
the other party; provided, however, that any such assignee shall execute and deliver to
the other party an instrument in writing in form and substance acceptable to such other
party whereby it shall assume the obligations of the assignor hereunder and agree to be
bound by the provisions hereof, whereupon such assignee shall become the successor to
the assignor hereunder and thereafter such successor may exercise all of the powers and
enjoy all of the rights and be subject to all of the duties and obligations of the
assignor hereunder as fully as though originally named as a party to this Agreement.
 
 CONFIDENTIALITY
 13.1
    
    None of the parties hereto shall (except under compulsion of law or in
compliance with the requirements of any regulatory authority or stock exchange on which
the shares of the Company are listed), either before or after the termination of this
Agreement, disclose to any person not authorized by the relevant party to receive it
any confidential information relating to such party or to the affairs of such party of
which the party disclosing the same shall have become possessed during the period of
this Agreement, and each party shall use all reasonable endeavours to prevent any such
disclosure as aforesaid.
 
 NOTICES
 14.1
    
    Any notice to be given by any party to this Agreement shall be in writing and
will be deemed duly served if delivered personally or by registered post or sent by fax
to the addressee at the address set out below:
 the Company:
    
    FreeSeas Inc.c/o I. Fassolis & Partners Law Offices15 Sachtouri Street185 36 Piraeus, GreeceFax No: 011 30 210 4183 015
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the Manager:
    
    Free Bulkers, S.A.89 Akti Miaouli & 4 Mavrokordatou Street185 38 Piraeus, GreeceFax No: 011 30 210 429 1010
  14.2
    
    Any notice sent by fax shall be deemed served when dispatched and shall be
effective when actually received, except that if sent outside normal office hours such
notice shall be deemed to be effective at commencement of business on the succeeding
business day and any notice served by registered post shall be deemed served when
received. In proving the service of any notice it will be sufficient to prove, in the
case of a fax, that such fax was duly dispatched to a current fax number of the
addressee.
 
 GOVERNING LAW; JURISDICTION
 15.1
    
    This Agreement shall be governed in all respects by the laws of England.15.2
    
    The parties agree that any legal actions or proceedings arising out of or in
connection with this Agreement may be brought in the English courts and the parties
irrevocably and unconditionally submit to the jurisdiction of such courts. The Company
hereby appoints Messrs. Atlas Maritime Services Ltd., Enterprise House, 113-115 George
Lane, London E18 1AB, England, as its agent for service of process in England under
this Agreement. The Manager hereby appoints [________________________] as its agent
for service of process in England under this Agreement. The submission to such
jurisdiction shall not (and shall not be construed so as to) limit the taking of
proceedings in the courts of any other competent jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings in any
other jurisdiction, whether concurrently or not.
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ENTIRE AGREEMENT
 16.1
    
    This Agreement constitutes the entire agreement between the parties with
respect to the subject matter herein and supersedes all prior agreements and
understandings, written or oral, with respect thereto.
 
 THIRD PARTIES
 17.1
    
    This agreement is not intended to, nor shall it create, any rights, claims or
benefits enforceable by any person not a party to it. A person who is not a party to
this agreement may not enforce or otherwise have the benefit of, any provision of this
agreement under the Contracts (Rights of Third Parties) Act 1999.
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SIGNED by
    
    
    )for and on behalf of
    
    
    )
    
    

/s/
Ion G. VarouxakisFREESEAS INC.
    
    
    )SIGNED by
    
    
    )for and on behalf of
    
    
    )
    
    

/s/
ILLEGIBLEFREE BULKERS, S.A.
    
    
    )
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