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DEED OF ASSIGNMENT
  ADVENTURE TWO S.A.
  HOLLANDSCHE BANK-UNIE N.V
 DATED 24 OCTOBER 2005
 FREE DESTINY




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TABLE OF CONTENTS
 Clause
    
    Heading
    
    Page1.

Interpretation

    
    22.

Representations and warranties

    
    43.

Assignment

    
    54.

Covenants

    
    65.

Continuing Security

    
    76.

Powers of Assignee

    
    87.

Redemption

    
    98.

Loss payable and notice of cancellation clause

    
    109.

Miscellaneous

    
    1010.

Power of Attorney

    
    1111.

Further assurance

    
    1112.

Indemnity

    
    1113.

Notices

    
    1214.

Law and jurisdiction

    
    12schedule A1: FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE
    
    13schedule A2: FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE
(P. & I.)
    
    15schedule B: FORM OF NOTICE OF INSURANCE ASSIGNMENT
    
    16schedule C: FORM OF LETTER OF UNDERTAKING TO BE DELIVERED BY BROKERS AND/OR UNDERWRITERS AND/OR INSURERS
    
    17schedule D: FORM OF LETTER OF UNDERTAKING TO BE GIVEN BY P & I CLUB
    
    22




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THIS DEED OF ASSIGNMENT
 BETWEEN
 1.
    
    ADVENTURE TWO S.A., a company incorporated and existing under the laws of the Marshall
Islands, having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH96960 (the Assignor);
  2.
    
    HOLLANDSCHE BANK-UNIE N.V., a company incorporated and existing under the laws of the
Netherlands, having its corporate seat at Amsterdam, the Netherlands, acting herein through
its branch office at Coolsingel 104, 3011 AG Rotterdam, the Netherlands (the
Assignee)
 WHEREAS
 (1)
    
    the Assignor is the registered owner of the vessel FREE DESTINY (the Vessel)
registered in the Marshall Island Ships Register;(2)
    
    by, and subject to and upon the terms and conditions of (i) a credit agreement signed by the
Assignee on the 23rd day of September 2005 and signed by the Assignor on the 26th day of
September 2005 and in which Adventure Three S.A. assumed joint and several liability towards
the Assignee for all sums which Assignor will owe to the Assignee under the credit agreement
from time to time and (ii) a short-term loan agreement dated the 26th day of September 2005
and made between the Assignor and the Assignee (as the same may be amended, supplemented or
varied from time to time together with the therein referred to HBU General Credit Provisions
dated January 1999 the Financial Agreement, the Assignee agreed to make available to
the Assignor by way of an overdraft facility the amount of USD 3,700,000.00 (three million
seven hundred thousand United States Dollars) (the Loan);(3)
    
    pursuant to the Financial Agreement the Assignor has executed in favour of the Assignee a
first preferred mortgage (the Mortgage) over the Vessel dated 24 October 2005, which
Mortgage has been or will be registered against the Vessel as security for the payment to the
Assignee of the Outstanding Indebtedness (as hereinafter defined);(4)
    
    it is a condition precedent for the Assignee advancing the Loan to the Assignor that the
Assignor inter alia shall execute this Deed together with the Assignee;




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2 
 (5)
    
    this Deed is supplemental to the Financial Agreement, the other Security Documents (as
hereinafter defined) and the security thereby created.
 NOW THIS DEED WITNESSES
 1.    Interpretation
 1.1
    
    In this Deed unless the context otherwise requires:Assigned Property means collectively:
 (i)
    
    the Earnings;(ii)
    
    the Insurances; and(iii)
    
    the Requisition Compensation;
 Earnings
 Event of Default
 Insurances
 Loss Payable Clause schedules A1 and A2
 Outstanding Indebtedness




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3  Requisition Compensation
 Security Documents
 Security Interest
 Security Parties
 Security Period
 1.2
    
    In this Deed:
 (a)
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the interpretation of this Deed;(b)
    
    unless the context otherwise requires, words denoting the singular number
shall include the plural and vice versa;(c)
    
    references to clauses and schedules shall be construed as references to
clauses of and schedules to this Deed;(d)
    
    an entity shall be construed to include any firm, company,
association, partnership (whether or not having separate legal




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4 personality), institution, government (local, national or supranational), state,
agency or sub division thereof or international organisation;(e)
    
    reference to any document including this Deed shall be construed as
reference to such document as amended supplemented or varied from time to time;(f)
    
    words and expressions defined in the Financial Agreement shall, unless it
is stated otherwise herein, have the same meaning when used in this Deed; and(g)
    
    the Assignee, the Assignor, the Security Parties and any other entity or
individual shall include their respective successors in title, estates and, in the
event of an assignment permitted under this Deed, assignees.
 1.3
    
    This Deed shall be read together with the Financial Agreement but in case of any conflict
between the two instruments the provisions of this Deed shall prevail.
 2.   Representations and warranties
  (a)
    
    it is fully entitled to enter into this Deed and further to agree and
perform the terms and conditions hereof and that such execution and performance will
not cause the Assignor to be in breach of any agreement to which it is a party;(b)
    
    the Insurances are in full force and effect and enforceable in accordance
with their respective terms;(c)
    
    the Assignor is not in default in respect of any of the Insurances and
there is no action, suit or proceeding pending or threatened by or against the
Assignor in connection with or arising from any of the Insurances;(d)
    
    the Assignor is exclusively entitled to any and all benefits of the
Insurances and to exercise any and all rights in respect thereof; and(e)
    
    the Assigned Property is not subject to any Security Interest (save as
constituted by the Security Documents or otherwise permitted by the terms thereof).




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5 
 3.    Assignment
 3.1
    
    By way of security for payment of the Outstanding Indebtedness and the performance of the
obligations under the Security Documents by the Assignor, the Assignor with full title
guarantee hereby assigns and agrees to assign absolutely to the Assignee all its
rights, title and interest in and to the Assigned Property and all the benefits and interest
present and future thereinPROVIDED HOWEVER that:
 (a)
    
    the Earnings shall be paid to the Assignor until such time as the Assignee
shall direct to the contrary whereupon the Assignor shall forthwith, and the Assignee
may at any time thereafter, instruct the entities and the individuals from whom the
Earnings are then receivable or payable to pay the same to the Assignee or as it may
direct and any Earnings then in the hands of the Assignors brokers or other agents
shall be deemed to have been received by them for the use and on behalf of the
Assignee;(b)
    
    unless and until an Event of Default shall occur (whereupon all insurance
recoveries shall be receivable by the Assignee and applied in accordance with
clause 3.2):
 (i)
    
    any moneys payable under the Insurances shall be paid in
accordance with the terms of the relevant Loss Payable Clause and the
Assignee will not in the meantime give any notification to the contrary to
the insurers as contemplated by the Loss Payable Clause; and(ii)
    
    any insurance moneys received by the Assignee in respect
of major casualty (that is to say any casualty the claim in respect of which
exceeds USD 100,000.00 (one hundred thousand United States Dollars)
inclusive of any deductible or franchise shall be paid over to the Assignor
or to whom it shall direct upon the Assignor furnishing evidence
satisfactory to the Assignee that all loss and damage resulting from such
casualty has been properly made good and repaired, and that all repair
accounts and other liabilities whatsoever in connection with the casualty
have been fully paid and discharged by the Assignor.




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6 
 3.2
    
    All moneys received by the Assignee in respect of the Assigned Property shall be applied in
the manner specified in the Financial Agreement.3.3
    
    In the event that on application in accordance with clause 3.2 the moneys so applied
are insufficient to pay in full the whole of the Outstanding Indebtedness, the Assignee shall
be entitled to collect the shortfall from the Assignor or any other entity or individual
liable for the time being therefor.
 4.   Covenants
  (a)
    
    it will not hereafter during the Security Period create or suffer the
creation of any Security Interest on or in respect of all or any part of the Assigned
Property to anyone other than the Assignee to the effect that the assignment created
by this Deed shall constitute a first preferred charge in favour of the Assignee;(b)
    
    in the event that it receives payment of any moneys hereby assigned save as
provided in the loss payable and notice of cancellation clause hereinafter mentioned
it will forthwith pay over the same to the Assignee and until paid over such moneys
will be held on trust for the Assignee by it;(c)
    
    it will throughout the Security Period maintain the Insurances in full
force and effect and not change the identity of the insurers or the terms of cover
provided by the Insurances without the prior written consent of the Assignee;(d)
    
    it will do or permit to be done each and every act or thing which the
Assignee may from time to time require to be done for the purpose of enforcing the
Assignees rights under this Deed and will allow its name to be used as and when
required by the Assignee for that purpose;(e)
    
    it will from time to time upon the written request of the Assignee give
written notice (in such form as the Assignee shall reasonably require) to the
entities and individuals from whom any part of the Assigned Property is or may be
due, of the assignment herein contained and it will procure that the interest of the
Assignee in the Insurances shall be endorsed on the instruments of insurance from
time to time in




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7 connection with such of the Insurances as are placed with the approved brokers
accepted by the Assignee by means of a Notice of Assignment of Insurances signed
by the Assignor) in the form set out in schedule B;
 (f)
    
    it will pay all expenses and costs at the times and in the manner specified
in this Deed and/or the Financial Agreement as the case may be;(g)
    
    it will perform the covenants and undertakings in relation to the
Insurances set forth in clause 6.1(a) of the Mortgage and such covenants and
undertakings shall be deemed to be, mutatis mutandis, set out and repeated in full
herein.
 5.   Continuing Security
  (a)
    
    the security created by this Deed shall be held by the Assignee as a
continuing security for the payment of the Outstanding Indebtedness and the
performance and observance of and compliance with all of the covenants, terms and
conditions contained in the Financial Agreement, this Deed and the other Security
Documents, express or implied, and that the security so created shall not be
satisfied by any intermediate payment or satisfaction of any part of the amount
hereby and thereby secured (or by any settlement of accounts between the Assignor or
any other entity or individual who may be liable to the Assignee in respect of the
Outstanding Indebtedness or any part thereof and the Assignee);(b)
    
    the security so created shall be in addition to, and shall not in any way
prejudice or affect and may be enforced by the Assignee without prior recourse to the
securities created by the other Security Documents or by any other security now or
hereafter held by the Assignee and shall not in any way be prejudiced or affected
thereby or by the invalidity or unenforceability thereof, or by the Assignee
releasing, modifying or refraining from perfecting or enforcing any of the same, or
granting time or indulgence or compounding with any entity or individual liable
thereto;(c)
    
    all the rights, remedies and powers vested in the Assignee hereunder shall
be an addition to and not a limitation of any and every other right, power or remedy
vested in the Assignee under the Financial




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8 Agreement, this Deed and the other Security Documents, or otherwise or at law and
that all the powers so vested in the Assignee may be exercised from time to time
and as often as the Assignee may deem expedient;
 (d)
    
    the Assignee shall not be obliged to make any enquiry as to the nature or
sufficiency of any payment received by it under the Mortgage, this Deed, the
Financial Agreement and/or the other Security Documents or to make any claim or take
any action to collect any moneys hereby assigned or to enforce any rights or benefits
hereby assigned to the Assignee or to which the Assignee may at any time be entitled
under the Mortgage and/or this Deed;(e)
    
    the Assignor shall remain liable to perform all the obligations assumed by
it in relation to the Assigned Property and the Assignee shall be under no obligation
of any kind whatsoever in respect thereof or be under any liability whatsoever in the
event of any failure by the Assignor to perform its obligations in respect thereof;
and(f)
    
    notwithstanding that this Deed is expressed to be supplemental to the
Mortgage and to the securities thereby created it shall continue in full force and
effect after any discharge of the Mortgage.
 6.    Powers of Assignee
 6.1
    
    The Assignee shall, without prejudice to its other rights, powers and remedies hereunder, be
entitled (but not bound) at any time, and as often as may be necessary, to take any such
action as it may in its discretion think fit for the purpose of protecting or maintaining the
security created by this Deed and all expenses attributable thereto shall be payable by the
Assignor on demand.6.2
    
    Without prejudice to the generality of clause 6.1 and the powers and remedies vested
in the Assignee by virtue of this Deed and the provisions of the Mortgage:
 (a)
    
    if the Assignor fails to comply with the insurance provisions contained in
the Mortgage, the Assignee shall become forthwith entitled (but not bound) to effect
and thereafter maintain all such insurances on the Vessel as in its discretion it may
think fit in order to procure the compliance with such provisions or alternatively,
to require the Vessel (at the Assignors risk) to remain in, or to proceed to and
remain in a port designated by the Assignee until such provisions are fully




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9 complied with;(b)
    
    at any time after the occurrence of an Event of Default the Assignee shall
become forthwith entitled (but not bound):
 (i)
    
    to require that all policies, contracts, certificates of
entry and other records relating to the Insurances (including details of and
correspondence concerning outstanding claims) be delivered forthwith to such
adjusters and/or brokers and/or other insurers as the Assignee may nominate;(ii)
    
    to collect, recover, compromise and give a good discharge
for, all claims then outstanding or thereafter arising under or in respect
of the Assigned Property or any part thereof, and to take over or institute
(if necessary using the name of the Assignor) all such proceedings in
connection therewith as the Assignee in its absolute discretion thinks fit
and, in the case of the Insurances, to permit any brokers through whom
collection or recovery is effected to charge the usual brokerage therefor;(iii)
    
    to discharge, compound, release or compromise claims in
respect of the Assigned Property or any part thereof which have given or may
give rise to any charge or lien or other claim on the Vessel, the Assigned
Property or any part thereof or which are or may be enforceable by
proceedings against the Vessel, the Assigned Property or any part thereof;
and(iv)
    
    to recover from the Assignor on demand all expenses
incurred or paid by the Assignee in connection with the exercise of the
powers (or any of them) referred to in this clause 6.2.
 6.3
    
    The Assignor covenants and undertakes with the Assignee to do or permit to be done each and
every act or thing which the Assignee may from time to time require to be done for the purpose
of enforcing the Assignees rights under this Deed and to allow its name to be used as and
when required by the Assignee for that purpose.
 7.   Redemption




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10 8.   Loss payable and notice of cancellation clause
 schedules A1 and A2 schedules C and D
 9.   Miscellaneous
 9.1
    
    No delay or omission on the part of the Assignee to exercise any right or power vested in it
under this Deed shall impair such right or power or be construed as a waiver thereof, nor
shall any single or partial exercise by the Assignee of any right or power nor the
discontinuance, abandonment or adverse determination of any proceedings taken by the Assignee
to enforce any right or power, preclude any other or further exercise thereof nor shall the
giving by the Assignee of any consent to any act which by the terms of this Deed requires such
consent prejudice the right of the Assignee to withhold its consent to the doing of any other
similar act.9.2
    
    The Assignee shall be entitled, at any time and as often as may be expedient, to delegate all
or any of the rights and powers vested in it by this Deed (including the power vested in it by
virtue of clause 6) in such manner, upon such terms and to such entities and
individuals as the Assignee in its absolute discretion may think fit.9.3
    
    If any provision of this Deed is prohibited, invalid, illegal or unenforceable in any
jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect or
impair howsoever the remaining provisions thereof or affect the validity, legality or
enforceability of such provision in any other jurisdiction but where the provisions of the
laws of such jurisdiction may be waived they are hereby waived to the full extent permitted by
such laws to the end that this Deed shall be valid, binding and enforceable in accordance with
its terms.




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11 
 10.   Power of Attorney
 10.1
    
    The Assignor, by way of security and in order more fully to secure the performance of the
Assignors obligations under this Deed, hereby irrevocably appoints the Assignee as its
attorney generally for and in the name and on behalf of the Assignor to execute, seal and
deliver and otherwise perfect and do all such deeds, notices, assurances, agreements,
instruments, acts and things which may be required for the full exercise of all or any of the
rights, powers or remedies conferred hereby which may be deemed proper in connection with all
or any of the purposes aforesaid. The power hereby conferred shall be a general power of
attorney and the Assignor ratifies and confirms, and agrees to ratify and confirm, any deed,
assurance, agreement, instrument, act or thing which the Assignee may execute or do pursuant
thereto PROVIDED ALWAYS that such power shall not be exercisable by or on behalf of the
Assignee until the Outstanding Indebtedness shall have become due and payable on demand to the
Assignee in accordance with the provisions of the Financial Agreement.10.2
    
    The exercise of such power by or on behalf of the Assignee shall not oblige any entity or
individual dealing with the Assignee to make any enquiry as to whether the Outstanding
Indebtedness has become due and payable nor shall such entity or individual be in any way
affected by notice that the Outstanding Indebtedness has not become so due and payable and the
exercise by or on behalf of the Assignee shall be conclusive evidence of its right to exercise
the same.
 11.   Further assurance
  12.   Indemnity




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12  13.   Notices
  14.   Law and jurisdiction
 14.1
    
    This Deed shall be governed by and construed in accordance with the laws of England.14.2
    
    Subject to clause 14.3, the courts of Rotterdam, the Netherlands shall have exclusive
jurisdiction in relation to all matters which may arise out of or in connection with this Deed
with the exclusion of any other court of law.14.3
    
    For the exclusive benefit of the Assignee, the Assignee reserves the right to commence
proceedings in relation to any matter which arises out of or in connection with this Deed in
the courts of any place in the Netherlands other than Rotterdam or any country other than the
Netherlands and which have jurisdiction to that matter.14.4
    
    In this clause 14 proceedings means proceedings of any kind, including an
application for a provisional or protective measure.14.5
    
    The Assignor hereby agrees that any writ, judgment or other notice of process shall be
sufficiently and effectively served on it, if served on it at the address specified in clause
18.1 of the Mortgage.
 IN WITNESS
 Signed as a Deed
    
    
    )by
/s/ [ILLEGIBLE]
    
    
    )as attorney-in-fact for
    
    
    )ADVENTURE TWO S.A.
    
    
    )Signed as a Deed
    
    
    )by /s/ [ILLEGIBLE]
    
    
    )as attorney-in-fact for
    
    
    )HOLLANDSCHE BANK-UNIE N.V.
    
    
    )




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13 schedule A1: FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE
 INSURED:
    
    ADVENTURE TWO S.A.VESSEL :
    
    FREE DESTINY
 Assignee Total Loss
 (i)
    
    claims hereunder in respect of a Total Loss shall be paid in full to the Assignee or as the
Assignee may direct; and(ii)
    
    all other losses hereunder shall be paid to the Assignee except that claims (or the aggregate
of claims) in respect of any one accident not exceeding USD 100,000 (one hundred thousand
United States Dollars) including any deductible or franchise shall be paid to the Insured,
unless and until the (Insurer(s)) (Underwriter(s)) receive notice from the Assignee to the
contrary, whereupon all such insurance proceeds shall be paid directly to the Assignee for
distribution by it firstly to itself and/or to its order.
   (a)
    
    in the event of non-payment of premiums or calls when due, the (Insurer(s)) (Underwriter(s))
will notify the Assignee immediately of such non-payment and will not exercise any right of
cancellation which they may have by reason of such non-payment without giving fourteen (14)
days prior written notice of such cancellation to the Assignee and a reasonable opportunity
of paying any balance of such premiums or calls which may be in default; and(b)
    
    the (Insurer(s)) (Underwriter(s)) will not effect any material alteration or




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14 
  ADVENTURE TWO S.A.
    
    HOLLANDSCHE BANK-UNIE N.V.(Assignor)
    
    (Assignee)




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15 schedule A2: FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE (P. & I.)
 INSURED:
    
    ADVENTURE TWO S.A.VESSEL :
    
    FREE DESTINY
 Assignee
    (a)
    
    in the event of non-payment of premiums or calls when due, the Insurer(s)/Underwriter(s) will
notify the Assignee immediately of such non-payment and will not exercise any right of
cancellation which they may have by reason of such non-payment without giving fourteen (14)
days prior written notice of such cancellation to the Assignee and a reasonable opportunity
of paying any balance of such premiums or calls which may be in default; and(b)
    
    the Insurer(s)/Underwriter(s) will not effect any material alteration or termination or
expiry of any of the insurances without giving to the Assignee fourteen (14) days prior
written notice of such alteration or termination or expiry.
 ADVENTURE TWO S.A.
    
    HOLLANDSCHE BANK-UNIE N.V.(Assignor)
    
    (Assignee)




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16 schedule B: FORM OF NOTICE OF INSURANCE ASSIGNMENT
 
  Vessel Assignee
  ADVENTURE TWO S.A.
 Name:Title:




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17 schedule C: FORM OF LETTER OF UNDERTAKING TO BE DELIVERED BY BROKERS AND/OR UNDERWRITERS AND/OR INSURERS
 To:
    
    HOLLANDSCHE BANK-UNIE N.V.Coolsingel 1043011 AG Rotterdamthe Netherlands
   Re: FREE DESTINY (the Vessel)
 ADVENTURE TWO S.A. Assignor
  [1.
    
    to hold the Insurance Slips or Contracts, the Policies when issued, and any renewals of such
Policies or new Policies or any Policies substituted (with your consent) therefor and the
benefit of the insurances thereunder to your order in accordance with the terms of the Loss
Payable Clause set out in Appendix B attached; and]2.
    
    to arrange for the [said] Loss Payable Clause [set out in Appendix B attached] to be
included in and/or endorsed on the Policies when issued; and3.
    
    to have endorsed on each and every Policy as and when the same is issued a Notice of
Assignment in the form of Appendix C hereto dated and signed by the Assignor and
acknowledged by [Underwriters/us] in accordance with Market practice; and4.
    
    to advise you immediately we cease to be the [Brokers/Underwriters/Insurers] for the Assignor
or in the event of any material changes which may be made to the terms of the insurances and
following an application received from you not later than one month before expiry of the
insurances to notify you within fourteen (14) days of the receipt of such application in the
event of our not having received notice of renewal instructions from the Assignor and/or its
Agents, and in the event of our receiving instructions to renew to advise you




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18 promptly of the details thereof.




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19 Appendix A




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20 Appendix B




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21 Appendix C




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22 schedule D: FORM OF LETTER OF UNDERTAKING TO BE GIVEN BY P & I CLUB
 To:
    
    HOLLANDSCHE BANK-UNIE N.V. (the Bank)Coolsingel 1043011 AG Rotterdamthe Netherlands
   m.v. FREE DESTINY (the Vessel)
 Assignor
  (a)
    
    the Assignor shall not cease to be insured by the Association in respect of the Vessel by
reason of such assignment (see Rule ); and(b)
    
    notwithstanding that the Vessel has been mortgaged to you and that no undertaking or
guarantee has been given to the Association to pay all contributions due in respect of the
Vessel, the Assignor does not cease to be insured by reason of the operation of Rule.
        23
   (a)
    
    to inform you if the Association gives the Assignor notice under Rule  that
its insurances in the Association in respect of such ship is to cease at the end of the then
current policy year;(b)
    
    to give 14 days notice of the Associations intention to cancel the insurance of the
Assignor by reason of his failure to pay when due and demanded any sum due from him to the
Association; and(c)
    
    to advise you promptly if the Vessel ceases to be entered in the Association.