BAREBOAT
        CHARTER

      


      This
        Bareboat Charter
        (“this Charter”) is
        made
        by and between GREYSTONE MARITIME HOLDINGS, LLC ("Owner")
        and
        FRACTIONAL MARINE, INC. ("Charterer"),
        as of
        July 30, 2007.

      


      
        	
                1.

              	
                Summary.

              


      

      

        

          
            	
                    (a)

                  	 	
                    Owner
                      and its Place of Business:

                  	
                    GREYSTONE
                      MARITIME HOLDINGS, LLC.

                  
	 	 	 	
                    152
                      W. 57th
                      Street

                  
	 	 	 	
                    60th
                      Floor

                  
	 	 	 	
                    New
                      York, N.Y. 10019-3310

                  
	 	 	 	 
	
                    (b)

                  	 	
                    Charterer
                      and its Place of Business

                  	
                    :
                      FRACTIONAL MARINE, INC.

                  
	 	 	 	
                    405-A
                      Atlantis Road, Suite 110

                  
	 	 	 	
                    Cape
                      Canaveral, FL 32920

                  
	 	 	 	 
	
                    (c)

                  	 	
                    Vessel:

                  	
                    M/V
                      Babe

                  
	 	 	 	
                    British
                      Registry Official Number: 734513

                  
	 	 	 	
                    Flag:
                      Cayman Islands

                  
	 	 	 	
                    Registered
                      Gross Tonnage: 131

                  
	 	 	 	
                    Net
                      Tonnage: 39

                  
	 	 	 	
                    Year
                      Built: 2001

                  
	 	 	 	
                    Length:
                      25.64 meters (92 feet)

                  
	 	 	 	
                    Hull
                      Depth: 3.18 meters

                  
	 	 	 	
                    Hull
                      Breadth: 6.15 meters

                  
	 	 	 	 
	
                    (d)

                  	 	
                    Certification:

                  	
                    N/A

                  
	 	 	 	 
	
                    (e)

                  	 	
                    Place
                      of Delivery and Berth:

                  	
                    As
                      mutually agreed by the parties.

                  
	 	 	 	 
	
                    (f)

                  	 	
                    Scheduled
                      Delivery Date:

                  	
                    July
                      30, 2007

                  
	 	 	 	 
	
                    (g)

                  	 	
                    Canceling
                      Date:

                  	
                    This
                      Charter is not subject to cancellation after execution except
                      as provided
                      herein.

                  
	 	 	 	 
	
                    (h)

                  	 	
                    Place
                      of Redelivery:

                  	
                    No
                      Redelivery is contemplated hereunder

                  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                    (i)

                  	 	
                    Trading
                      Limits:

                  	
                    As
                      allowed by the Navigational Limits imposed by the Vessel’s
                      insurance.

                  
	 	 	 	 
	
                    (j)

                  	 	
                    Charter
                      Period (“Term”):

                  	
                    12
                      months, or as terminated by the terms hereof from Commencement
                      Date

                  
	 	 	 	 
	 	 	 	 
	
                    (k)

                  	 	
                    Option
                      to Extend Term:

                  	
                    None.

                  
	 	 	 	 
	
                    (l)

                  	 	
                    Charter
                      Hire:

                  	
                    As
                      per attached May 2, 2007 Letter Agreement with Attachments,
                      Exhibit “1.”
                      Charter hire shall be $21,354.17 per month payable as set forth
                      in Section
                      11 below.

                  
	 	 	 	 
	
                    (m)

                  	 	
                    Security
                      Deposit:

                  	
                    None.

                  
	 	 	 	 
	
                    (n)

                  	 	
                    Insurance
                      (marine):

                  	
                    Hull
                      & Machinery min:

                  
	 	 	 	
                    $2,500,000.00

                  
	 	 	 	
                    P&I:   
                      $5,000,000.00

                  
	 	 	 	
                    Pollution:
                      Statutory, Not less than 

                  
	 	 	 	
                    $1,000,000.00

                  
	
                    (o)

                  	 	
                    Mortgagees:

                  	
                    None

                  


          

        

        

          
            
               

              
              

            

            
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                  2.

                	
                  Certain
                    Definitions;
                    Construction.

                


        

      

      


      (a)
        In
        this Charter, the following terms shall have the meanings thereby assigned
        to
        them:

      


      "Affiliate"
        shall
        mean with respect to a specified Person (i) any Person directly or indirectly
        controlling, controlled by, or under common control with such Person, (ii)
        any
        Person owning or controlling ten (10%) percent or more of the outstanding
        voting
        interests of such Person, and (iii) any member, manager, officer, director
        or
        general partner of such Person, or any Person who is a member, manager, officer,
        director general partner, trustee, or a holder of ten (10%) percent or more
        of
        the voting interests of any Person described in classes (i) through (iii)
        of
        this sentence. For purposes of this definition, the term "controls," "is
        controlled by," or "is under common control with" shall mean the possession,
        direct or indirect, of the power to direct or cause the direction of the
        management policies of a Person or entity, whether through the ownership
        of
        voting securities, by contract or otherwise.


      
        
          


          
          

        

        
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      “Authorized
        Representative”
        shall
        mean the person designated by Owner and Charterer pursuant to Section 49
        hereof
        to make decisions which require the approval of Owner and Charterer, as the
        case
        may be, pursuant to the terms hereof.

      


      "Bankruptcy"
        shall
        mean, with respect to any Person, a “Voluntary Bankruptcy” and an “Involuntary
        Bankruptcy.” A “Voluntary
        Bankruptcy”
        means,
        with respect to any Person, the inability of such Person generally to pay
        its
        debts as such debts become due, or an admission in writing by such Person
        of its
        inability to pay its debts generally or a general assignment by such Person
        for
        the benefit of creditors; the filing of any petition or answer by such Person
        seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any
        liquidation, winding up, reorganization, arrangement, adjustment, protection,
        relief, or composition of such Person or its debts under any law relating
        to
        bankruptcy, insolvency or reorganization or relief of debtors, or seeking,
        consenting to, or acquiescing in the entry of an order for relief or the
        appointment of a receiver, trustee, custodian or other similar official for
        such
        Person or for any substantial part of its property; or corporate action taken
        by
        such Person to authorize any of the actions set forth above. An Involuntary
        Bankruptcy means, with respect to any person, without the consent or
        acquiescence of such Person, the entering of an order for relief or approving
        a
        petition for relief or reorganization of any other petition seeking any
        reorganization, arrangement, composition, readjustment, liquidation, dissolution
        or other similar relief under any present or future bankruptcy, insolvency
        or
        similar statute, law or regulation, or the filing of any such petition against
        such Person which petition shall not be dismissed within ninety (90) days,
        or,
        without the consent or acquiescence of such Person, the entering of an order
        appointing a trustee, custodian, receiver, or liquidator of such Person or
        of
        all or any substantial part of the property of such Person which order shall
        not
        be dismissed within sixty (60) days.

      


      "Berth"
        shall
        mean the location of the Vessel used by the Charterer during the term
        hereof.

      


      "Business
        Day"
        shall
        mean any day which is not a Saturday, Sunday or legal holiday on which banks
        are
        required to be closed in Broward County, Florida.

      


      "Canceling
        Date"
        shall
        mean the date described in Item (g) of the Summary by which Charterer shall
        have
        the right to cancel this Charter, except as provided elsewhere in this
        Charter.

      


      "Charter"
        shall
        mean this Bareboat Charter and any amendments thereto, and shall not be
        construed to mean a time charter or a voyage charter.

      


      "Commencement
        Date"
        shall
        mean the date upon which the Vessel is delivered by Owner to Charterer at
        the
        Place of Delivery described in Item (e) of the Summary.

      


      "Day"
        shall
        mean a calendar day unless specifically stated to be otherwise.

      


      "Default
        Rate"
        shall
        mean eighteen (18%) percent per annum or the highest rate permitted by the
        governing law, whichever is less.


      
        
          


          
          

        

        
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      "Effective
        Date"
        shall
        mean the last date upon which (i) both Owner and Charterer shall have fully
        executed this Charter, (ii) Charterer shall have furnished to Owner evidence
        that all Required Insurance is in full force and effect in accordance with
        the
        terms of Section 14 hereof, (iii) all Required Approvals for the operation
        of
        the Vessel for the Permitted Use shall have been obtained and true and complete
        copies thereof furnished to Owner, and (iv) Charterer shall have furnished
        a
        copy of its authority to do business from the State of Delaware and any
        fictitious name filing for any assumed name under which it will do business
        and
        authority to transact the contemplated trade in which the Vessel will be
        employed by an governmental authority.

      


      "Event
        of Default"
        shall
        mean any one of the events described in Sections 27(a) and 28(a)
        hereof.

      


      "Extended
        Term"
        shall
        mean any period beyond the Initial Term described in Section 4(b)
        hereof.

      


      "Force
        Majeure"
        shall
        mean an act of God, act of war, perils of the seas, act of public enemies,
        pirates or assailing thieves, arrest or restraint of princes, ruler of people,
        or seizure under legal process through no fault of Charterer provided bond
        is
        not promptly furnished to release the Vessel; strike or lockout or stoppage
        or
        restraint of labor from whatever cause, either partial or general; or a riot
        or
        civil commotion which prevents the operation of the Vessel for the Permitted
        Use.  

      


      "Governmental
        Authority(ies)"
        means
        the government of the United States of America, any State of the United States,
        any political subdivision of any State, (i) every agency, department, division,
        commission, subdivision and instrumentality of the foregoing, including,
        but not
        limited to, the United States Coast Guard, any or all of which have jurisdiction
        over the Vessel or any part thereof; and (ii) the government of any foreign
        country which may have jurisdiction over the Vessel by virtue of the Charterer’s
        operation of the Vessel within that country’s territorial waters.

      


      "Hire"
        shall
        mean the charter hire rate described in Item (l) of the Summary and further
        explained in Section 11 herein.

      


      "Legal
        Requirement(s)"
        shall
        mean any and all laws, orders, codes, ordinances, regulations, treaties,
        conventions and other applicable requirements of all Governmental Authorities,
        now in force, or which may hereafter be in force, pertaining to, or affecting
        the condition, use, operation, maintenance or occupancy of the
        Vessel.

      


      "Maintenance
        Program"
        shall
        mean the systems, procedures and controls described in the PMS Manual (as
        defined below) which was delivered by Owner to Charterer prior to or at the
        time
        of the execution and delivery of this Charter, and which may be updated from
        time to time by Owner, by a notice to Charterer pursuant to the Notices section
        below.


      
        
          


          
          

        

        
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      "Major
        Component"
        shall
        mean a component of the Vessel or her essential items of machinery or equipment
        which, if it fails, prevents the operation of the Vessel or her essential
        items
        of machinery or equipment.

      


      “Mortgage”
        N/A.

      


      "Owner"
        shall
        mean GREYSTONE MARITIME HOLDINGS, LLC, a Delaware Limited Liability
        Company.

      


      "Permitted
        Use"
        shall
        mean the use to which the Vessel may be put pursuant to Section 6(a)
        hereof.

      


      "Person"
        shall
        mean any individual, sole proprietorship, joint venture, partnership,
        corporation, limited liability company, association, trust, estate, government
        (or any branch, subdivision or agency thereof), governmental, administrative
        or
        regulatory authority, or any other entity or any nature whatsoever.

      


      "Personal
        Property"
        shall
        mean all ships stores, outfit and items of equipment, furniture, appliances,
        and
        effects which can be removed from the Vessel without material damage to the
        Vessel, including, but not limited to, those items described in Exhibit
        "2"
        attached
        hereto and made a part hereof.

      


      "PMS
        Manual"
        - Not
        Applicable to this Agreement.

      


      "Required
        Approvals"
        shall
        mean any and all permits, licenses, approvals, authorizations and any other
        permits, licenses, approvals, authorizations and consents required to be
        obtained from any Governmental Authority or other Persons, in connection
        with or
        necessary for the use, maintenance or operation of the Vessel or any aspect
        thereof. Wherever the term "permit" or "approval," or any combination or
        derivation thereof is used herein, such term shall refer to such of the permits
        and approvals as may then be applicable or required.

      


      “Required
        Insurance"
        shall
        mean the insurance required to be maintained by Charterer pursuant to Section
        14
        hereof.

      


      "Required
        Maintenance Reports"
        shall
        mean the reports and other documentation with respect to the maintenance
        of the
        Vessel required to be furnished to Owner by Charterer pursuant to any demand
        made by Owner to Charterer in writing for the Vessel’s maintenance.

      


      "Security
        Deposit"
        shall
        mean the amount set forth in Item (m) of the Summary for the purposes described
        in Section 12, according to the requirements of Section 12.

      


      "Summary"
        shall
        mean Section 1 hereof.


      
        
          


          
          

        

        
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      "Taking"
        shall
        mean if all or any part of any property owned or leased by Charterer which
        forms
        an integral part of the Berth shall be taken for any public or quasi-public
        use
        under any statute or by right of eminent domain or by private purchase in
        lieu
        thereof of such that the ownership or lease is terminated.

      


      “Term"
        shall
        mean the Term of this Charter as set forth in Section 4(b) hereof.

      


      "Vessel"
        shall
        mean M/V
        Babe,
        with
        particulars as set forth in Exhibit
        "1"
        attached
        hereto, the Transcript of British Registry having Official Number 734513,
        and
        including all spare parts, tackle, apparel and Personal Property on board.
        

      
        (b)    
            It is agreed that in the construction and interpretation of the
          terms of this Charter, the rule of construction that a document is to be
          construed most strictly against the party who prepared the same shall not
          be
          applied, it being agreed that both parties hereto have participated in
          the
          preparation of the final form of this Charter.

        


        (c)     
           The captions, clause numbers, article numbers and table of contents
          appearing in this Charter are inserted only as a matter of convenience
          and in no
          way define, limit, construe, or describe the scope or intent of such clauses
          or
          articles of this Charter nor in any way affect this Charter.

        


        (d)    
            Words of masculine gender shall be deemed and construed to include
          correlative words of the feminine and neuter genders. Wherever used in
          this
          Agreement, "herein," "hereunder," "hereof," "herein before," "hereinafter"
          and
          other equivalent words refer to this Agreement and not solely to the particular
          portion thereof in which any such word is used; "any" means "any and all;"
          "include" and "including" each are without limitation; "may not" and other
          negative forms of the verb "may" each are prohibitory; "will," "must,"
          "shall"
          and "should" each are mandatory; and "approve" or "consent" or "agree"
          or
          derivations of said words or words of similar import, unless otherwise
          provided
          herein, mean the prior approval, consent or agreement, in writing of the
          person
          holding the right to approve, consent or agree with respect to the matter
          in
          question. References to (i) agreements and other contractual instruments
          shall
          be deemed to include all subsequent amendments thereto or changes therein
          entered into in accordance with their respective terms, and (ii) any Person,
          including their heirs, personal representatives, permitted successors and/or
          assigns, as applicable. Terms not defined in this Section 2 have the meanings
          assigned to them elsewhere in this Agreement, and references to Sections,
          unless
          otherwise specified, are to Sections of this Charter. 

      

       

      
        	
                3.

              	
                Charter;
                  Delivery; and Sub-Charter.

              


      

      


      (a)      
        Upon and subject to the terms and conditions of this Charter, Owner agrees
        to
        let and devise, and Charterer agrees to hire, the Vessel. Charterer acknowledges
        that, prior to the Effective Date, it shall have no rights under this Charter,
        including, but not limited to, the right to require Owner to move the Vessel
        and
        deliver it to the Berth or to operate or have any possessory right in and
        to the
        Vessel, except for the right of inspection described in Section 8(a)
        below.


      
        
          


          
          

        

        
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      (b)     
        The Vessel shall be delivered and taken over by Charterer at the port or
        place
        indicated in Item (e) of the Summary. However, this Charter shall start and
        Charterer’s obligation to pay Hire shall start after the Vessel has been ready
        to be delivered by Owner to Charterer, at the place of delivery set forth
        in
        Summary 1(e) hereof. 

      


      (c)     
        The Vessel shall be properly documented by Owner at time of delivery, fully
        sound and in compliance with all Legal Requirements. Certificates that have
        lapsed, such as life raft certificates, fire extinguishers and cruising permit
        before delivery. Notwithstanding anything in the preceding sentence to the
        contrary, it shall be Charterer's responsibility at its cost, to obtain any
        necessary governmental approval with respect to activities involving the
        crew,
        including, but not limited to, life safety drills and the intended operation
        of
        the Vessel. Charterer accepts Vessel as seaworthy and will not raise any
        claim
        that the Vessel is not seaworthy or purchase any in
        rem
        lien
        rights against the Vessel for breach of this charter, if any.

      


      (d)      The
        delivery of the Vessel to, and the taking over of the Vessel by, Charterer
        shall
        constitute a full performance by the Owner of all the Owner's obligations
        under
        this Section 3.

      


      (e)     
        Charterer shall, without the necessity of any further act, be deemed to have
        unconditionally accepted the Vessel as of the first day of the Charter Period
        and AS BEING IN GOOD WORKING ORDER, REPAIR AND APPEARANCE AND WITHOUT DEFECT
        OR
        INHERENT VICE IN CONDITION, SEAWORTHINESS, DESIGN, OPERATION OR FITNESS FOR
        USE
        IN A TRADE, WHETHER OR NOT DISCLOSED OR DISCOVERABLE BY CHARTERER AS OF
        COMPLETION OF THE HAUL OUT AND BOTTOM SURVEY IF THERE IS NOT MORE THAN
        TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) OF BOTTOM RELATED REPAIRS NEEDED.
        

       

      (f)     
        All
        sub-charterers of the Vessel shall be subject to the non-monetary terms of
        this
        charter and Charterer shall be required to obtain a statement acceptable
        to
        Owner by any sub-charterer that the sub-charterer shall be bound by the terms
        of
        this charter and all sections and conditions contained therein, including
        all
        provisions of Section 3.

      


      
        	
                4.

              	
                Time
                  for Delivery; Term of
                  Charter.

              


      

      


      (a)     
        The Vessel shall not be delivered before the Scheduled Delivery Date indicated
        in Item (f) of the Summary, unless delivered prior thereto with Charterer's
        written consent. Owner shall keep Charterer closely advised of possible changes
        in both Vessel’s position and status. 

      


      (b)     
         Subject to the terms and conditions as are provided herein, Owner shall
        let and Charterer shall hire the Vessel for a period of three hundred sixty-five
        (365) days from the Commencement Date (the “Initial
        Term”),
        or as
        otherwise terminated by this Agreement. When the Commencement Date is
        established, Owner and Charterer shall execute a Commencement Agreement in
        the
        form set forth in Exhibit
        "3"
        attached
        hereto.


      
        
          


          
          

        

        
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                5.

              	
                Canceling. 

              


      

       

      Charterer
        shall not have the ability to cancel this Charter Party except for the
        provisions set forth in other parts of this Agreement.

      


      
        	
                6.

              	
                Trading
                  Limits.

              


      

      


      (a)      
        The Vessel shall be operated within the limits of its Document and any limits
        imposed by any governmental authority who has the ability to control the
        Vessel’s operations.

      


      (b)      
        Charterer shall not employ the Vessel or suffer the Vessel to be employed
        otherwise than in conformity with the terms of the instruments of insurance
        (including any warranties expressed or implied therein) without first obtaining
        the written consent to such employment of the insurers.

      


      (c)      
        Charterer also undertakes not to employ the Vessel or suffer her employment
        in
        any trade or business which is forbidden by any applicable Legal Requirements
        or
        is otherwise illicit or in carrying illicit or prohibited goods of any manner
        whatsoever which may render her liable to condemnation, destruction, seizure
        or
        confiscation. Nor shall Charterer carry hazardous materials, weapons, explosives
        or any other cargo in violation of any Legal Requirement. Notwithstanding
        any
        other provisions contained in this Charter, it is agreed that nuclear fuels
        or
        radioactive products or wastes are specifically excluded from the cargo
        permitted to be loaded or carried under this Charter.

      


      
        	
                7.

              	
                Survey
                  on Delivery and Re-delivery.


              


      

      


      (a)     
        The
        Vessel is intended to be sold to Charterer or a third-party and shall not
        be
        re-delivered. 

      


      (b)     
        Owner,
        at
        Owner’s expense, will pay for an underwater hull survey not to exceed Twelve
        Thousand Dollars ($12,000.00) inclusive of time and expense, haul-out, barrier
        coat removal, bottom painting and audio gauging, if necessary. In the event
        that
        the bottom survey indicates repairs are needed to the Vessel’s hull which do not
        exceed Twenty-Five Thousand Dollars ($25,000.00), Owner will pay for the
        needed
        repairs not to exceed Twenty-Five Thousand Dollars ($25,000.00). In the event
        that the repairs as shown by the survey or subsequent work on the Vessel’s hull
        exceed Twenty-Five Thousand Dollars ($25,000.00), then Owner shall have the
        option in its sole and absolute discretion to terminate this Charter Agreement
        and Charterer shall have no remedy against Owner but shall be obligated to
        pay
        for all costs an expenses associated with Charterer’s charter of the Vessel up
        to the point where Owner terminates the Charter Agreement due to the cost
        of the
        bottom repairs.


      
        
          


          
          

        

        
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                8.

              	
                Inspection.

              


      

      


      (a)     
        Owner
        has
        already permitted and, to the extent reasonably required by Charterer, has
        assisted (at no cost to Owner) Charterer in the making of (i) a complete
        physical inspection of the Vessel. Charterer reserves the right to review
        all
        surveys, insurance policies, plans and all documents or papers in the possession
        of the Owner, its agents or other parties (the "Records") pertaining to the
        condition of the Vessel. Charterer, by signing this Charter, accepts the
        Vessel
“AS-IS”
without
        further survey or inspections.

      


      (b)     
        Owner
        will pay for servicing the air conditioning system on the Vessel up to an
        amount
        of Three Thousand Dollars ($3,000.00). Additionally, Owner will pay for
        re-certifying the life rafts, fire extinguishers and any other item that
        needs
        to be certified up to Two Thousand Dollars ($2,000.00).

       

      
        	
                9.

              	
                Inventories.

              


      

      An
        inventory of the Vessel’s entire equipment, outfit, appliances, furnishings,
        china, silver, glassware on board the Vessel may be performed by Owner via
        video
        tape prior to delivery to Charterer and again on re-delivery. Charterer shall
        retain the same rights described herein. Copies of such tapes shall bear
        time
        and date markings, and copies shall be promptly delivered to Charterer and
        Owner.

      


      
        	
                10.

              	
                Maintenance
                  and Operation; Compliance with Legal
                  Requirements.

              


      

      


      (a)    
         Subject to Owner's rights of inspection and compliance with all Legal
        Requirements, the Vessel shall, during the Term of this Charter, be in the
        full
        possession and at the absolute disposal for all purposes of Charterer and
        under
        its complete control in every respect.

      


      (b)     
        Charterer shall, at its sole expense, and by its own procurement, man, navigate,
        operate, supply, fuel, maintain and repair the Vessel whenever required during
        the Term of the Charter and shall pay all charges and expenses of every kind
        and
        nature whatsoever incidental to its use and operation of the Vessel under
        this
        Charter, including any federal, state or local fees or taxes. This is a
        "bareboat" charter and, during the Term hereof, Owner shall have no cost
        or
        expense with respect to the maintenance, operation, stores, crew, insurance
        or
        any other expense in connection with the Vessel. The captain, officers and
        crew
        of the Vessel shall be the servants of Charterer for all purposes whatsoever.
        Charterer shall comply with the regulations regarding officers and crew in
        force
        in the country of the Vessel’s flag or any other Legal Requirement. The captain
        may always put any person ashore in the interests of the Vessel whether such
        person is a member of the crew or staff retained by Charterer, an employee
        or
        agent or a passenger.


      
        
          


          
          

        

        
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      (c)     
        During the Term thereof, Charterer shall, at its sole expense, at all times
        maintain, service and preserve the Vessel in good running order and repair
        in
        accordance with good commercial practice. Charterer shall remain solely
        responsible for all other repairs and maintenance of the Vessel required
        by and
        in accordance with all Legal Requirements, including without limitation,
        the
        hull, engines and machinery and attendant spaces, the fire fighting and fire
        prevention systems, plumbing, electrical wiring, air conditioning equipment
        and
        lifeboats, including major component failures. In no event shall Owner be
        responsible for any crew costs associated with the normal sailing schedules
        or
        ships stores with respect to the repair or replacement of any part of the
        Vessel. Charterer shall maintain a program of preventive maintenance and
        provide
        Owner with the Required Maintenance Reports, in form and content and at such
        times as is reasonably required by the owner.

      


      (d)     
        Charterer, at its expense, shall cause the Vessel to at all times comply
        with
        all Legal Requirements and shall have on board, when required thereby, valid
        certificates showing such compliance, including certificates of financial
        responsibility required by the United States Coast Guard. Charterer shall
        pay
        and discharge all taxes, assessments, excises, levies, duties, fees, fines,
        penalties and other governmental charges lawfully imposed upon it or this
        Charter.

      


      (e)    
         Charterer shall establish and maintain such financial security or
        responsibility in respect of oil or other pollution damage as may be required
        by
        any Governmental Authority to enable the Vessel, without penalty or charge,
        lawfully to enter, remain at, or leave any port, place, territorial or
        contiguous waters of any country, state or municipality in performance of
        this
        Charter without any delay. Owner shall furnish Charterer with all information
        and regulations pertaining to pollution certification requirements. This
        obligation shall apply whether or not such requirements have been lawfully
        imposed by such Governmental Authority. Charterer shall make and maintain
        all
        arrangements by bond or otherwise as may be necessary to satisfy such
        requirements at Charterer's sole expense and Charterer shall indemnify and
        defend Owner against all consequences whatsoever (including loss of time)
        for
        any failure or inability to do so. 

      


      (f)    
         During the Term of this Charter, the Vessel shall retain her present name
        as indicated in Item (c) of the Summary until the appropriate name change
        is
        filed with the British Registry, Grand Cayman, Cayman Islands.

      


      (g)    
         [Section 10. g intentionally left blank.]

      


      (h)     
        Charterer shall have the use of all Personal Property onboard the Vessel
        at the
        time of delivery. 

      


      (i)    
         During the Term of this Charter, it is understood by Charterer that the
        Vessel will remain documented under the Cayman Islands flag.

      


      (j)    
         Section (j) left blank intentionally. 

       

      
        (k)   
           Charterer will provide to Owner reports with the respect to the use,
          maintenance and repairs of the Vessel or as may be reasonably required
          by Owner
          to evidence compliance by Charterer with the terms and conditions of this
          Charter, including, but not limited to notifying Owner of the following
          conditions within thirty (30) days if the status of these items changes
          from the
          time of delivery:

      


      
        
          


          
          

        

        
          Page
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            24

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                (i)

              	
                Report
                  of Hazardous Condition (if any);

              


      

      
        	 	 	
                (ii)

              	
                Safety
                  Maintenance Manual Report;

              


      

      
        	 	 	
                (iii)

              	
                Report
                  of Marine Accident (CG-2692);

              


      

      
        	 	 	
                (iv)

              	
                Report
                  of Required Chemical Drug and Alcohol Testing Following a Serious
                  Marine
                  Incident (CG-2692B); and

              


      

      
        	 	 	
                (v)

              	
                Record
                  of Drills Conducted: Abandon Ship, Man Overboard, Fire,
                  etc.

              


      

      


      (l)     
        In the event of any casualty, accident or damage to the Vessel in excess
        of Five
        Thousand and no/100 Dollars ($5,000.00), Charterer shall immediately notify
        Owner in writing with a complete report thereof.

      


      
        	
                11.

              	
                Hire. 

              


      

      


      (a)    
         Charterer shall pay the Owner for the use of the Vessel as Hire the
        monthly sum as indicated in Item (l) of the Summary, in arrears. The monthly
        charter hire shall be as calculated in Exhibit “A” attached hereto and
        incorporated herein by reference.

      


      (b)     
        Should the Vessel be lost or missing, Hire shall cease from the date and
        time
        when she was lost or last heard from.

      


      (c)     
        If Charterer shall fail to pay any hire for more than fifteen (15) days after
        receiving written notice thereof, Owner shall have the right to withdraw
        the
        Vessel from the service of Charterer without further noting any protest and
        without interference by any court or any other formality whatsoever and shall
        without prejudice to any other claim Owner may otherwise have against Charterer
        under this Charter, be entitled to damages in respect of all costs, and losses
        incurred as a result of Charterer's default and the ensuing withdrawal of
        the
        Vessel.

      


      (d)    
         Any delay in payment of Hire beyond any applicable cure period shall
        entitle Owner to interest at the Default Rate.

      


      (e)     
        Charterer is responsible for all loss of operating time sustained by the
        Vessel
        during the Term of this Charter or any extension thereof, except for time
        lost
        due to (i) the negligence of Owner or that of Owner’s employees, agents,
        independent contractors, passengers and business invitees, or (ii) Owner’s
        breach of any of the terms or conditions of this Charter which are the
        responsibility of Owner hereunder.

      


      (f)     
        Charter
        hire shall be Twenty-One Thousand Three Hundred Fifty-Four Dollars and 17/100
        ($21,354.17) per month for twelve (12) months. The First three (3) months
        of
        charter hire shall be earned during these months but payment shall be made
        by
        Charterer according to the following:


      
        
          


          
          

        

        
          Page
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                (a)
                  

              	
                If
                  the Charterer sells the Vessel to a third party for Two Million
                  Five
                  Hundred Thousand Dollars ($2,500,000.00) or more, charterer shall
                  pay the
                  accrued charter hire at closing and termination of the charter
                  term. In
                  the event Charterer sells the Vessel to an unrelated third party
                  for less
                  than Two Million Five Hundred Thousand Dollars ($2,500,000.00),
                  then
                  Charterer shall have the option of paying Owner for any shortfall,
                  that
                  is, the difference between Two Million Five Hundred Thousand Dollars
                  ($2,500,000.00) and the actual selling price, in twenty- four (24)
                  equal
                  monthly installments, with interest, at the prime rate as published
                  in the
                  Wall Street Journal plus 2% until the shortfall is paid in
                  full.

              


      

      -OR-

      
        	 	 	
                (b)
                  

              	
                If
                  Charterer purchases the Vessel or an affiliate of Charterer purchases
                  the
                  Vessel, than the accrued but unpaid charter hire shall be paid
                  to Owner as
                  part of the purchase price for the Vessel as defined in Section
                  48
                  below.

              


      

      


      
        
          	
                  12.

                	
                  Security
                    Deposit.

                


        

         

      

      Charterer
        shall not be required to post any security deposit for the performance of
        its
        obligations hereunder. 

      

        
          	
                  13.

                	
                  Loan
                    Documents.

                


        

      

       

      Section
        13. left blank intentionally as it is not applicable to this
        Agreement.

       

      
        	
                14.

              	
                Insurance
                  and Certificates; Repairs; Surety Bond;
                  Indemnity

              


      

       

      (a)    
         Charterer shall, without cost to Owner, keep the Vessel insured against
        such risks and in such form and in such amounts as Owner shall reasonably
        request, notwithstanding anything contained herein to the contrary and always
        in
        compliance with the requirements of the Loan Documents, including (i) all
        marine
        risks, protection and indemnity, products liability, and general liability,
        provided that such insurance on the Vessel shall in no event be less than
        the
        then current hull value of said Vessel, (ii) Protection and Indemnity Risk
        Insurance for crew and passengers against such risks and in an amount not
        less
        than Five Million and no/100 Dollars ($5,000,000.00) per occurrence with
        a
        typical deductible for insurance at this rate, per occurrence, (iii) financial
        responsibility for water pollution, as required by United States law, and
        (iv)
        hold covered clause showing Charterer’s acts of malfeasance or non-feasance will
        not void Owner’s interest in the insurance, subject to timely notice to Owner by
        the Underwriters and payment of additional premium by Charterer or, at Owner’s
        option, Owner. Each policy required by this Section 14(a) shall name Owner
        as an
        additional insured, as its interest may appear. Each policy of insurance
        shall
        name Owner as the sole loss payee. Exhibit
        “4”.
        Owner
        specifies that the Vessel’s underwriter(s) shall be based in the United States
        of America and have a rating by A.M. Best of at least A- or better.


      


      (b)     
        Charterer shall attempt to make sure all policies for insurance taken out
        shall
        provide that there shall be no recourse against Owner or the Vessel for the
        payment of premiums and commissions, and that such policy shall provide that
        as
        to any payment of Club calls, assessments, or advancements, there shall be
        no
        recourse against Owner or the Vessel for the payment thereof. 


      
        
          


          
          

        

        
          Page
            12 of
            24

          
            

          

        

        
          
          

        

      


      


      (c)     
        Charterer shall carry such workmen's compensation insurance as shall be required
        by all Legal Requirements.

      


      (d)    
         Charterer shall also provide Owner with certified, true copies of all
        required insurance policies and certificates of financial responsibility
        and
        proof of payment of all premiums and charges therefore.

      


      (e)     
        Charterer will not do any act nor suffer any act to be done, whereby any
        insurance required herein shall or may be suspended, impaired, or defeated,
        and
        will not suffer the Vessel to carry any cargo or passengers not permitted,
        or to
        be operated in any geographical area where it would not be covered under
        the
        insurance policies in effect without first covering the Vessel with insurance
        complying with the provisions of this Section 14.

      


      (f)     
        If Charterer fails to keep any of the insurances provided for under the
        provisions of this Section 14 in full force and effect, Owner shall notify
        Charterer whereupon Charterer shall rectify the position within ten (10)
        Days,
        failing which Owner shall have the right to withdraw the Vessel from the
        service
        of Charterer without prejudice to any claim Owner may otherwise have against
        Charterer.

      


      (g)     
        Charterer shall, subject to the approval of Owner and underwriters of any
        applicable policy of insurance required hereunder, effect all insured repairs
        and shall undertake settlement of all costs in connection with such repairs
        as
        well as insured charges, expenses and liabilities (reimbursement to be secured
        by Charterer from such underwriters) to the extent of coverage under the
        insurances herein provided for.

      


      (h)    
         Should the Vessel become an actual, constructive, compromised or agreed
        total loss under the insurances required under this Section 14, all insurance
        payments for such loss shall be paid to the Owner and the closing shall take
        place as contemplated by ¶48 hereunder. Charterer undertakes to notify the Owner
        of any occurrences in consequence of which the Vessel is likely to become
        a
        total loss as described in this Section 14.

      


      (i)     
        If the Vessel becomes an actual, constructive, compromised or agreed total
        loss
        under the insurances required in this Section 14, this Charter shall terminate
        as of the date of such loss and if such date cannot be determined, then as
        of
        the last date the Vessel was heard from.

      


      (j)    
         Owner shall upon the request of Charterer, promptly execute such documents
        as may be required to enable Charterer to abandon the Vessel to insurers
        and
        claim a constructive total loss.


      
        
          


          
          

        

        
          Page
            13 of
            24

          
            

          

        

        
          
          

        

      


      


      


      (k)     
        For the purpose of insurance coverage against marine and war risks under
        the
        provisions of this Section 14, the value of the Vessel is the sum indicated
        in
        Item (n) of the Summary.

      


      (l)     
        Charterer shall indemnify, defend and save Owner harmless of and from any
        and
        all claims (including, but not limited to, any deductible under any policy
        of
        insurance or P & I coverage, all attorneys' fees and costs at trial and all
        appellate levels) which may be asserted by or on behalf of any passenger
        or any
        member of the public or any member of the crew arising out of injury to persons
        or property, including damages for death sustained during any cruise or during
        any loading or unloading of the Vessel during the Term of this Charter or
        for
        any property damage claims made by third-parties.

      


      
        
          	
                  15.

                	
                  Re-delivery. No
                    re-delivery is contemplated
                    hereunder.

                


        

         

      

      (a)     
        Charterer shall not redeliver the Vessel but shall purchase the Vessel or
        arrange for a third-party sale subject to Exhibit 48 as provided
        herein.

      


      (b)     
        In the event of a breach by Charterer, and forced re-delivery to Owner, the
        Vessel shall be redelivered to Owner in as good structure, state, condition
        and
        certificate as when delivered, wear and tear excepted.

      


      (c)     
        The Vessel upon re-delivery shall have all scheduled maintenance
        performed.

      


      
        
          	
                  16.

                	
                  No
                    Lien and Indemnity.

                


        

      

      


      (a)    
         Neither Charterer, the captain of the Vessel, nor any other Person (except
        Owner, but subject to the provisions of this Charter) has or shall have any
        right, power or authority to create, incur or permit to be placed or imposed
        upon the Vessel, Personal Property or her freights, fares, profits or hire,
        any
        lien whatsoever. Charterer shall at all times carry a true copy of this Charter
        and any amendments or assignments thereof, as furnished by Owner, aboard
        the
        Vessel with their documents and shall exhibit the same to any person having
        business with the Vessel which might give rise to any lien thereon, and,
        on
        demand, to any representative of Owner.

      


      (b)    
         Charterer shall indemnify, defend and hold Owner harmless against any lien
        of whatsoever nature arising upon the Vessel during the Term of this Charter
        while it is under the control of Charterer, and against any claims, fines
        or
        penalties of any nature, founded or unfounded, by any third party, including,
        but not limited to, any tax, assessment, levy, duty, fee or other governmental
        charge, any fine arising from any violation of a Legal Requirement, and all
        attorneys fees and costs (at trial and all appellate levels) arising out
        of or
        in relation to the use, operation or maintenance of the Vessel by Charterer
        including any sales or use tax on hire, whether asserted by a passenger,
        crewmember and whether for property damage, personal injury or death. This
        paragraph excludes any lien asserted against the Vessel which is based on
        acts
        or omissions which occurred prior to this Charter and attributable to parties
        other than the Charterer or any claim related to corporate income taxes of
        Owner.


      
        
          


          
          

        

        
          Page
            14 of
            24

          
            

          

        

        
          
          

        

      

       

      (c)    
         In the event that Charterer fails to remove any lien or encumbrance for
        which it is responsible as herein provided, Owner may do so and thereafter
        charge Charterer with all costs incurred by Owner in connection with the
        satisfaction or transfer or such claim, including attorneys' fees.

      


      (d)     
        Owner shall remove any Owner created, non-mortgage lien(s) which interferes
        with
        Charterer's use and operation of the Vessel.

       

      
        
          	
                  17.

                	
                  Owner's
                    Representations.

                


        

      

      


      Owner
        represents and warrants that:

      (a)
        The
        Owner is the true and lawful sole owner of the Vessel and has title vested
        solely in its name, together with all her gear, stores, etc., and has lawful
        authority to enter into this Charter and carry out its provisions.

      


      
        
          	
                  18.

                	
                  Salvage.
                    

                


        



      All
        salvage and towage performed by the Vessel shall be for Charterer's benefit,
        and
        the cost of repairing damage occasioned thereby shall be borne by
        Charterer.

       

      
        
          	
                  19.

                	
                  Wreck
                    Removal. 

                


        

      

      


      In
        the
        event of the Vessel becoming a wreck or obstruction to navigation, Charterer
        shall indemnify and defend Owner against any sums whatsoever which Owner
        shall
        become liable to pay and shall pay in consequence of the Vessel becoming
        a wreck
        or obstruction to navigation.

      


      
        
          	
                  20.

                	
                  Assignment
                    and Sub-Charter.

                


        

      

      


      Subject
        to the provisions of this Charter and Section 3 above, Charterer may not,
        directly or indirectly, assign, sub-charter or in any manner transfer or
        grant,
        or suffer any encumbrance of Charterer's interest in, this Charter in whole
        or
        in part; sub-charter all or any portion of the Vessel; nor grant a license
        concession or other right of occupancy of any portion of the Vessel, without
        prior notice and prior written consent of Owner in each instance, which consent
        may not be unreasonably withheld. 

       

      
        
          	
                  21.

                	
                  Charterer's
                    Right to Cancel (Terminate).


                


        

      

      


      Charterer
        shall not have the right to cancel or terminate this Charter.

      



      
        
           

          
          

        

        
          Page
            15 of
            24

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  22.

                	
                  Requisition/Acquisition.
                    

                


        

      

      


      Section
        22. left blank intentionally.

      


      
        
          	
                  23.

                	
                  War.

                


        

         

      

      Section
        23. left blank intentionally. 

       

      
        
          	
                  24.

                	
                  Commission.
                    

                


        

      

      


      No
        commission is due any broker for this Charter.

      


      
        
          	
                  25.

                	
                  Owner's
                    Representative.

                


        

      

      


      During
        the pendency of this Charter, Owner shall have the right, at all times, to
        request an inspection of the Vessel by a designated representative of Owner
        (“Owner’s
        Representative”)
        to
        conduct such inspection at a time when such inspection shall not disturb
        the
        operation of the Vessel. Charterer shall enable such Owner’s Representative not
        be obligated to arrange for more than two of such inspections in any month.
        Should Owner's Representative determine that any violations or breach(es)
        of
        this Charter have occurred, Owner shall provide written notice to Charterer,
        indicating the nature of the violation or breach.

       

      
        
          	
                  26.

                	
                  Loss
                    or Destruction of the Vessel.


                


        

      

      


      The
        Owner
        and Charterer intend that the Vessel will not be re-delivered except for
        breach
        of Charterer’s obligations hereunder. Should the Vessel be lost or destroyed as
        a result of casualty or for any other reason, then this Charter shall be
        canceled and the Closing shall take place as set forth in ¶48 hereto and Owner
        shall be under no obligation to replace the Vessel. Charterer shall bear
        all
        risk of loss for the Vessel during this term.

      


      
        
          	
                  27.

                	
                  Events
                    of Default of Charterer;
                    Remedies.

                


        

         

      

      (a)    
         Upon the happening of one or more of the events as expressed below in (i)
        to (vi), inclusive (individually and collectively, "Events
        of Default"),
        Owner
        shall have any and all rights and remedies, at law or in equity, as may be
        available to it.

      (i)    
         Charterer shall fail to pay any installment of Hire or any other sum
        required to be paid hereunder, as and when the same becomes due and
        payable.

      (ii)     Charterer
        shall be the subject of a Voluntary or Involuntary Bankruptcy.

      (iii)   
        Charterer removes, attempts to remove, or permits to be removed from the
        Vessel
        any Personal Property of Owner having a value of over $2,000 without notice
        to
        Owner (who shall be entitled to insist upon delivery of such Personal Property
        to Owner) and without adequate provision for storage and insurance therefore,
        or
        if Charterer fails to adequately compensate Owner therefore, in the event
        Charterer does not purchase the Vessel under Section 48 hereof.


      
        
          


          
          

        

        
          Page
            16 of
            24

          
            

          

        

        
          
          

        

      


      


      (iv)   
         Charterer, before the expiration of the Term hereof and without the
        written consent of Owner, abandons possession of the Vessel, or uses the
        same
        for purposes other than for the lawful use.

      


      (b)    
         In the event that Charterer fails to completely fulfill or perform any of
        its monetary or non-monetary duties and obligations set forth herein, Owner
        may,
        in its sole discretion, perform or cause to be performed any and all such
        duties
        and obligations upon one (1) day’s prior written notice. If Owner expends any
        sums of money in the performance of any of the monetary or non-monetary duties
        and obligations of Charterer set forth herein, any such sums of money expended
        by Owner shall become additional amounts of Hire due under this Charter and
        shall be paid by Charterer immediately upon demand.

      


      (c)     
        No expiration or termination of the Term of this Charter by any provision
        hereof
        or by operation of law or otherwise (except as expressly provided herein),
        and
        no repossession of the Vessel pursuant to the terms of this Charter or
        otherwise, shall relieve Charterer of its liability and obligations hereunder,
        all of which shall survive any such expiration, termination or
        repossession.

      


      (d)    
         In the event any payment due Owner under this Charter, including the
        Purchase Price contemplated under ¶48 hereof, shall not be paid on the due date,
        Charterer agrees to pay interest on the amount which is delinquent at the
        Default Rate, for such delinquent payment until made.

      


      (e)     
        Each right, power and remedy of Owner provided for in this Charter or by
        law
        shall be cumulative and concurrent and shall be in addition to every other
        right, power or remedy provided for in this Charter or hereafter existing
        at law
        or in equity or by statute or otherwise, and the exercise or beginning of
        the
        exercise by Owner of any one or more of the right, powers or remedies provided
        for in this Charter, now or hereafter existing at law or in equity or by
        statute
        or otherwise, shall not preclude the simultaneous or later exercise by Owner
        of
        any or all such other rights, powers or remedies, as often as may be deemed
        expedient.

       

      
        
          	
                  28.

                	
                  Events
                    of Default of Owner;
                    Remedies.

                


        

      

      


      (a)    
         Upon the happening, during the Term hereof, of one or more of the events
        as expressed below in (i) to (iv) inclusive (individually and collectively
        "Owner's
        Events of Default"),
        Charterer shall have, subject to this Charter Party, any and all rights and
        remedies, at law or in equity, as may be available to it:

      


      (i)    
         Owner fails to keep, observe or perform any of the other terms, conditions
        or covenants on the part of Owner herein to be kept, observed and performed
        for
        more than ten (10) Days after written notice thereof is given by Charterer
        to
        Owner specifying the nature of such default, or if the default so specified
        shall be of such a nature that the same cannot reasonably be cured or remedied
        within said one (1) Day period, if Owner shall not in good faith have commenced
        the curing or remedying of such default within such one (1) Day period and
        shall
        not thereafter continuously and diligently proceed therewith to
        completion.


      
        
          


          
          

        

        
          Page
            17 of
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      (ii)     
        Owner shall be the subject of a Voluntary or Involuntary
        Bankruptcy.

      


      (iii)   
         Owner attempts to interfere with Charterer's operation of the Vessel
        during the Term hereof, providing Owner is not exercising any right herein
        given
        to Owner, including, but not limited to, (i) Owner's right to inspect the
        Vessel, and (ii) exercise all remedies available to Owner in the event of
        Charterer's default hereunder.

      


      (iv)    
        An execution or other legal process is levied on the Vessel or other goods,
        furniture, effects or other property of Owner on the Vessel by reason of
        the
        Owner's actions, and the same is not satisfied or dismissed within twenty
        (20)
        Days from the date of such levy.

      


      (b)    
         [Section 28.(b) intentionally left blank.]

      


      (c)     
        No failure by Charterer to insist upon the strict performance of any term
        or
        condition hereof or to exercise any rights, power of remedy consequent upon
        a
        breach thereof, shall constitute a waiver of any such breach or of any such
        term
        or condition. The waiver by Charterer of any breach of any term, condition
        or
        covenant herein contained shall not be effective unless in writing and signed
        by
        Charterer, and shall not be a waiver of any other term, condition, or covenant
        herein contained. The consent or approval by Charterer to or of any act by
        Owner
        requiring Charterer's consent or approval shall not be deemed to waive or
        render
        unnecessary Charterer's consent to or approval of any subsequent similar
        act by
        Owner. No redelivery by Charterer hereunder shall bar the recovery of monies
        due
        Charterer or damages for the breach of any terms, conditions or covenants
        on the
        part of Owner herein contained. The receipt of monies after the occurrence
        of
        any Event of Default on the part of Owner, or the delay on the part of Charterer
        to enforce any right hereunder, shall not be deemed a waiver or forfeiture,
        or a
        waiver of the right of Charterer to annul this Charter or to redeliver the
        Vessel.

       

      
        
          	
                  29.

                	
                  Attorneys
                    Fees and Costs.

                


        

         

      

      In
        the
        event of the institution of any proceeding relating to this Charter, the
        parties
        agree that costs and expenses, including reasonable attorneys' fees and
        expenses, incurred by the prevailing party in connection with such proceeding
        (including such fees and expenses incurred in preparation of filed litigation
        and in bankruptcy or other administrative or judicial proceeding, and at
        trial
        and all appellate levels) shall be paid or reimbursed by the non-prevailing
        party.

      


      
        
          	
                  30.

                	
                  Governing
                    Law. 

                


        

      

      


      This
        Charter shall be governed by the laws of the United States and the State
        of
        Florida without regard to that State's choice of law principles.

       

      
        
          	
                  31.

                	
                  Owner's
                    Logo on the
                    Vessel.

                


        

      


      
        
          


          
          

        

        
          Page
            18 of
            24

          
            

          

        

        
          
          

        

      


      


      During
        the Term of this Charter, Owner's logo (if any) shall remain on the Vessel
        at
        all times; however, other logos or names of Charterer or its assigns may
        be
        placed upon the Vessel at any suitable location at any time.

      


      
        
          	
                  32.

                	
                  Notices.
                    

                


        

      

      


      Any
        notice, consent, approval or other communication given pursuant to the
        provisions of this Charter (“Notices”)
        shall
        be in writing and shall be (a) transmitted by verifiable telefax (i.e.
        telecopy); or (b) delivered by a nationally recognized overnight courier,
        U.S.
        Post Office Express Mail, or similar overnight courier which delivers only
        upon
        signed receipt of the addressee. All notices should also be provided by e-mail
        notification. All such Notices shall be transmitted and addressed as
        follows:

      

        
          	 	
                  Charterer:

                	
                  Fractional
                    Marine, Inc.

                
	 	 	
                  405-A
                    Atlantis Road

                
	 	 	
                  Cape
                    Canaveral, FL 32920

                
	 	 	 
	 	
                  Owner:

                	
                  Greystone
                    Maritime Holdings, LLC

                
	 	 	
                  152
                    W. 57th
                    Street

                
	 	 	
                  60th
                    Floor

                
	 	 	
                  New
                    York, N.Y. 10019-3310

                
	 	 	 
	 	
                  With
                    a copy to:

                	
                  James
                    W. Stroup, Esq. 

                
	 	 	
                  Stroup
                    & Martin, P.A.

                
	 	 	
                  119
                    Southeast 12th
                    Street

                
	 	 	
                  Fort
                    Lauderdale, Florida 33316

                
	 	 	
                  954-462-8808
                    - telephone

                
	 	 	
                  954-462-0278-
                    telefax

                
	 	 	
                  jstroup@strouplaw.com

                


        

      

       

      The
        time
        of the giving of any notice shall be the time of receipt thereof by the
        addressee or any agent of the addressee, except that in the event the addressee
        or such agent of the addressee shall refuse to receive any notice given by
        registered mail or certified mail as above provided or there shall be no
        person
        available at the time of the delivery thereof to receive such notice, the
        time
        of the giving of such notice shall be the time of such refusal or the time
        of
        such delivery, as the case may be. Any party hereto may, by giving five (5)
        Days
        written notice to the other party hereto, designate any other address or
        any new
        or substitute telefax (i.e. telecopy) number, in substitution of the foregoing
        address and telefax numbers (or in order to provide telefax numbers) to which
        notice shall be given.

       

      
        
          	
                  33.

                	
                  Corporate
                    Status.

                


        

      


      
        
          


          
          

        

        
          Page
            19 of
            24

          
            

          

        

        
          
          

        

      


      


      Charterer
        and Owner each shall at all times during the Term of this Charter or any
        extension thereof maintain their status in good standing.

       

      
        
          	
                  34.

                	
                  Removal
                    of Personal Property.


                


        

      

      


      Charterer
        acknowledges that all items of Personal Property scheduled in Exhibit
        "2"
        are
        located on the Vessel, are in good working order, and shall not be removed
        from
        the Vessel without the prior written consent of Owner, which consent may
        not be
        unreasonably withheld.

       

      
        
          	
                  35.

                	
                  Accord
                    and Satisfaction.

                


        

      

      


      No
        payment by Charterer or receipt by Owner of a lesser amount than the monthly
        Hire herein stipulated shall be deemed to be other than on account of the
        earliest stipulated Hire, nor shall any endorsement or statement on any check
        or
        any letter accompanying the check or payment as Hire be deemed an accord
        and
        satisfaction, and Owner may accept such check or payment without prejudice
        to
        Owner's right to recover the balance of such Hire or pursue any other remedy
        provided in this Charter or by law.

       

      
        
          	
                  36.

                	
                  Entire
                    Agreement and Amendments.


                


        

      

      


      This
        Charter, including the Exhibits attached hereto and forming a part hereof,
        along
        with and any amendments thereto, sets forth all covenants, promises, agreements,
        conditions and understandings between Owner and Charterer concerning the
        Vessel.
        Any amendments to this Charter shall be in writing and signed by the parties
        as
        further provided in Section 44 hereof.

       

      
        
          	
                  37.

                	
                  Binding
                    Effect. 

                


        

      

      


      This
        Charter shall be binding upon and shall inure to the benefit of the successors
        and permitted assigns of the parties hereto.

      


      
        
          	
                  38.

                	
                  Partial
                    Invalidity. 

                


        

      

      


      If
        any
        term, covenant or condition of this Charter or the application thereof to
        any
        person or circumstances shall, to any extent, be invalid or unenforceable,
        the
        remainder of this Charter, or the application of such term, covenant or
        condition to persons or circumstances other than those as to which it is
        held
        invalid or unenforceable, shall not be affected thereby and each term, covenant
        or condition of this Charter shall be valid and be enforced to the fullest
        extent permitted by law.

       

      
        
          	
                  39.

                	
                  Time
                    of the Essence. 

                


        

      

      


      Time
        is
        of the essence in this Charter and each and all of its provisions in which
        performance is a factor. Any period measured in "days" shall mean consecutive
        calendar days, except that the expiration of any time period incurred in
        days
        that expires on a Saturday, Sunday or legal holiday, automatically will be
        extended to the next day which is not a Saturday, Sunday or legal
        holiday.


      
        
          


          
          

        

        
          Page
            20 of
            24

          
            

          

        

        
          
          

        

      


      


       

      
        
          	
                  40.

                	
                  Waiver
                    of Jury Trial. 

                


        

      

      


      The
        parties hereto waive trial by jury in connection with proceedings or
        counterclaims brought by either of the parties hereto against the other.
        Charter
        acknowledges that this Section 40 is a material inducement to Owner to enter
        into this Charter.

       

      
        
          	
                  41.

                	
                  Counterparts.
                    

                


        



      This
        Charter may be executed in multiple copies, each of which shall be deemed
        an
        original, and all of such copies shall together constitute one and the same
        instrument.

       

      
        
          	
                  42.

                	
                  Acceptance
                    of Funds by Owner. 

                


        

      

      


      No
        receipt of money by Owner from Charterer after the termination of this Charter
        or after the service of any notice and any period for the opportunity for
        the
        period to cure has expired hereunder or after the commencement of any suit,
        or
        after final judgement for possession of the Vessel shall reinstate, continue
        or
        extend the Term of this Charter or affect any such notice, demand or
        suit.

       

      
        
          	
                  43.

                	
                  Authority.
                    

                


        

      

      


      Charterer
        and Owner make the following representations to each other, on which both
        parties are entitled to rely in executing this Charter: (i) Each party has
        the
        power to enter into this Charter and the transactions contemplated hereby
        and to
        perform its obligations hereunder, and by proper resolution the signatory
        hereto
        has been duly authorized to execute and deliver this Charter; and (ii) the
        execution, delivery and performance of this Charter and the consummation
        of the
        transactions herein contemplated shall not conflict with or result in a
        violation or breach of, or a default under Charterer's or Owner's Articles
        of
        Incorporation or By-Laws, Articles of Organization, Regulations, or Partnership
        Agreements, as the case may be, or any indenture, mortgage, deed of trust
        note,
        security agreement or other agreement or instrument to which Charterer or
        Owner
        is a party or by which it is bound or to which any of its properties is
        subject.

       

      
        
          	
                  44.

                	
                  Modification.
                    

                


        

      

      


      No
        modifications or amendments to this Charter, of any kind whatsoever, shall
        be
        made or claimed by Owner or Charterer.

       

      
        
          	
                  45.

                	
                  Estoppel.
                    

                


        

      

      


      Section
        45. left blank intentionally.


      
        
          


          
          

        

        
          Page
            21 of
            24

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  46.

                	
                  Submission
                    to Jurisdiction. 

                


        

      

      


      The
        parties hereto irrevocably and unconditionally (a)
        agree
        that any suit, action, or other legal proceeding arising out of or relating
        to
        this Charter or any other agreement, document or instrument delivered pursuant
        to, or in connection with this Charter shall be brought and maintained in
        the
        Circuit Court of Broward County, Florida, or in the United States District
        Court
        for the Southern District of Florida or such other jurisdiction where the
        Vessel
        may be located if suit is brought by Owner to recover the Vessel in
        rem;
        (b)
        consent
        to the jurisdiction of each such court in any such suit, action or proceeding;
        and (c)
        waive
        any objection which it or they may have to the laying of venue of any such
        suit,
        action, or proceeding in any of such courts.

       

      
        
          	
                  47.

                	
                  Interests
                    of Mortgagees.

                


        

      

      


      [Section
        47. Intentionally Left Blank.]

      


      
        
          	
                  48.

                	
                  Option
                    to Purchase.

                


        

      

      


      Charterer
        shall purchase the Vessel according to the terms of the Letter Agreement
        dated
        May 2, 2007 attached hereto as Exhibit “1”. Closing shall take place on or
        before the end of this charter Term
        set
        forth
        in the Summary. All terms of Exhibit “1” are incorporated herein including the
        division of sale proceeds between Owner and Charterer or Charterer’s debt
        obligation to Owner as follows:

      


      
        	 	 	
                (a)
                  

              	
                Charterer
                  may sell the Vessel to a third party other than Marine Growth Ventures,
                  Inc. or its corporate affiliate. Under this scenario, Charterer
                  will pay
                  Two Million Five Hundred Thousand Dollars ($2,500,000.00) to the
                  Owner as
                  sales proceeds in connection with transferring title to the third
                  party
                  buyer. Any sale proceeds in excess of the balance of the agreed
                  upon sales
                  price payable to Owner shall be remitted to the Charterer by Owner.
                  In the
                  event that there is a shortfall, that is the third party sale generates
                  less than Two Million five Hundred Thousand Dollars ($2,500,000.00),
                  there
                  shall be a balance owed to Owner by Charterer. The Charterer shall
                  have
                  the option to pay Owner the shortfall balance in twenty-four (24)
                  equal
                  monthly installments with interest to be calculated at the prime
                  rate as
                  published by the Wall Street Journal during the month that the
                  Charterer
                  exercises its option to purchase, plus
                  2%.

              


      

      


      
        	 	 	
                (b)
                  

              	
                If
                  Marine Growth Ventures, Inc. or its corporate affiliate elects
                  to purchase
                  the Vessel, the sales price shall be Two Million Five Hundred Thousand
                  Dollars ($2,500,000.00) less received charter hire payments. The
                  charter
                  hire payments will be subtracted off the Two Million Five Hundred
                  Thousand
                  Dollars ($2,500,000.00) agreed upon sale price and the balance
                  of the sale
                  price ($2,500,000.00 less charter hire payments received) will
                  the be the
                  amount owed by Purchaser to Seller. Charterer will execute a Promissory
                  Note in a form acceptable to Owner and deliver a recordable First
                  Preferred Ship Mortgage against the Vessel to secure the payment
                  of the
                  sale price, which shall be payable over a sixty (60) month period.
                  The
                  interest rate shall be 10.25%. Purchaser shall remit as a prepayment
                  to
                  the Promissory Note, a percentage of Fractional Share Income to
                  Seller to
                  be mutually agreed upon in writing at the time the option to purchase
                  is
                  exercised.

              


      

       


      
        
           

          
          

        

        
          Page
            22 of
            24

          
            

          

        

        
          
          

        

      


      
        
          	
                  49.

                	
                  Facsimile
                    Execution.

                


        

         

      

      Facsimile
        copies of this Charter, and all Exhibits thereto, signed and initialed in
        counterpart, shall be considered for all purposes, including delivery, as
        originals.

      


      
        
          	
                  50.

                	
                  Taxes.
                    

                


        

      

      


      Charterer
        shall be required to pay any sales or use tax on the Hire that it shall pay
        under this Charter. In the event that any sales or use taxes are imposed
        upon
        this Charter or any sub-charter or upon a sale of the Vessel to Charterer,
        all
        such taxes will be the obligation of Charterer or purchaser, as
        applicable.

      


      IN
        WITNESS WHEREOF,
        each of
        the parties has caused this Charter to be executed by its duly authorized
        representative as of the day and year first above written.

       

      
        
          	 FRACTIONAL
                  MARINE, INC.	 	 	 GREYSTONE
                  MARITIME HOLDINGS, LLC
	 	 	 	 
	 	 	 	
                   By:
                    Greystone Business Credit II, L.L.C.,

                        
                    its managing member

                
	By:
/s/ 
                  Craig Hodgkins	 	 	By:
                  /s/  Joel Flig 
	Title:
                  President	 	 	Title: 
                  Executive President


        



       

      
        
          
          

        

        
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