Exhibit 4.37

Private & Confidential




                               Dated 15 March 2006
                               -------------------




                               KEMP MARITIME S.A.               (1)
                                    as Owner
                          IDI SHIPPING COMPANY LIMITED          (2)
                                  as Charterer

                                TOP TANKERS INC.                (3)
                              as Charter Guarantor
                                       and

                          FORTIS BANK (NEDERLAND) N.V.          (4)



                         -----------------------------

                               QUADRIPARTITE DEED


                            relating to m.v. Spotless

                         -----------------------------


                                                                    NORTON ROSE

<PAGE>


                                    Contents

Clause                                                                      Page
1 Definitions..................................................................2
2 Representations and warranties...............................................7
3 Assignment..................................................................11
4 Owner's Assignment..........................................................12
5 Continuing security and other matters.......................................13
6 Charterer's undertakings....................................................16
7 Charter Guarantor's undertakings............................................17
8 Covenants concerning insurance and operational matters......................22
9 Powers of Mortgagee to protect security and remedy defaults.................28
10 Powers of Mortgagee on Event of Default....................................29
11 Application of moneys......................................................30
12 Remedies cumulative and other provisions...................................31
13 Costs and indemnity........................................................32
14 Attorney...................................................................32
15 Further assurance..........................................................33
16 Consent, Termination of Charter and Quiet Enjoyment........................33
17 Continuation of Charter Period.............................................35
18 Notices....................................................................35
19 Counterparts...............................................................36
20 Severability of provisions.................................................36
21 Law and jurisdiction.......................................................36
Schedule 1 Forms of Loss Payable Clauses......................................38
Schedule 2 Forms of Notices of Assignment of Insurances.......................39

<PAGE>

THIS QUADRIPARTITE DEED is dated 15 March 2006

BETWEEN:

(1)  KEMP MARITIME S.A. a company incorporated in the Republic of Liberia whose
     registered office is at 80 Broad Street, Monrovia, Republic of Liberia (the
     "Owner");

(2)  IDI SHIPPING COMPANY LIMITED, a company incorporated in the Republic of
     Liberia whose registered office is at 80 Broad Street, Monrovia, Republic
     of Liberia (the "Charterer");

(3)  TOP TANKERS INC., a company incorporated in The Marshall Islands whose
     registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
     Island, Majuro, Marshall Islands MH96960 (the "Charter Guarantor"); and

(4)  FORTIS BANK (NEDERLAND) N.V., a company incorporated under the laws of The
     Netherlands acting for the purposes of this Deed through its office at
     Coolsingel 93, 3012 AE Rotterdam, The Netherlands (the "Mortgagee").

WHEREAS:

(A)  the Owner is the sole, absolute and unencumbered, legal and beneficial
     owner of sixty-four sixty-fourth shares in the Ship described in clause
     1.2;

(B)  by a loan agreement (the "Loan Agreement") dated 14 March 2006 and made
     between (1) the Owner, Tucker Navigation Co., Starcraft Marine Co. and
     Comoros Shipping Limited (therein and herein together referred to as the
     "Borrowers"), (2) the banks and financial institutions whose names are set
     out at schedule 1 thereto as lenders (the "Banks"), (3) the Mortgagee as
     agent, arranger, account bank, security agent and trustee and (4) Fortis
     Bank (Nederland) N.V. as swap provider (the "Swap Provider" and together
     with the Agent (as defined in the Loan Agreement) and the Banks, the
     "Secured Creditors"), the Banks agreed (inter alia) to advance by way of
     loan to the Borrowers, upon the terms and conditions therein, a maximum
     aggregate amount of up to $80,000,000;

(C)  by a 1992 ISDA Master Agreement dated 14 March 2006 (the "Master Swap
     Agreement") made between (1) the Borrowers and (2) the Swap Provider, the
     Swap Provider agreed the terms and conditions upon which it would enter
     into (inter alia) interest rate swap transactions with the Borrowers in
     respect of the Loan (whether in whole or in part as the case may be from
     time to time);

(D)  pursuant to clause 16.14 of the Loan Agreement, each of the Secured
     Creditors has appointed the Mortgagee as its security agent and trustee and
     pursuant to a deed of trust dated 14 March 2006 executed by the Mortgagee
     (as trustee) in favour of the Creditors, the Mortgagee agreed to hold,
     receive, administer and enforce this Deed for and on behalf of itself and
     the Secured Creditors;

(E)  pursuant to the Loan Agreement and the Master Swap Agreement there has been
     or will be executed by the Owner in favour of the Mortgagee (as security
     agent and trustee for and on behalf of the Secured Creditors) a first
     preferred ship mortgage (together the "Mortgage") on the Ship and the
     Mortgage of even date herewith has been or will be registered under the
     provisions of Chapter 3 of title 21 of the Liberian Code of Laws 9f 1956 as
     amended as security for the payment by the Borrowers of the Outstanding
     Indebtedness (which expression, for the avoidance of doubt, includes the
     Master Swap Agreement Liabilities) (as those expressions are defined in the
     Mortgage);

(F)  by a "Barecon 2001" bareboat charter (the "Charter") dated 14 March 2006
     made between the Owner and the Charterer, the Owner has agreed to let, and
     the Charterer has agreed to take, the Ship on demise charter for a period
     of sixty (60) months from the date of delivery of the Ship to the Charterer
     thereunder upon the terms and conditions therein mentioned;

(G)  as security for the obligations of the Charterer under the Charter, the
     Charter Guarantor has or, as the case may be, will execute a guarantee in
     favour of the Owner (the "Charter Guarantee");

(H)  the Loan Agreement provided (inter alia) that, as a condition precedent to
     the advance of the Loan, the Owner and the Charterer should enter into a
     deed supplemental to the Mortgage substantially in the form of this Deed,
     to secure (inter alia) all sums of money from time to time owing to the
     Mortgagee and/or the Secured Creditors under the Loan Agreement, the Master
     Swap Agreement and the other Security Documents; and

(I)  this Deed is supplemental to the Loan Agreement and the Mortgage and to the
     security thereby created and is the Spotless Quadripartite Deed referred to
     in the Loan Agreement but shall nonetheless continue in full force and
     effect notwithstanding any discharge of the Mortgage.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED as follows:

1       Definitions

1.1     Definitions

        In this Deed, unless the context otherwise requires:

        "Approved Brokers" means such firm of insurance brokers, appointed by
        the Charterer during the Charter Period, as may from time to time be
        approved in writing by the Mortgagee for the purposes of this Deed;

        "Casualty Amount" means Five hundred thousand Dollars ($500,000) (or the
        equivalent in any other currency);

        "Charter" means the "Barecon 2001" demise charter entered or (as the
        context may require) to be entered into by the Owner and the Charterer
        referred to in recital (F);

        "Charter Earnings" means all moneys whatsoever from time to time payable
        by the Charterer to the Owner under or pursuant to the Charter and/or
        any moneys payable to the Owner under or pursuant to the Charter
        Guarantee and/or any guarantee, security or other assurance given to the
        Owner at any time in respect of the Charterer's obligations under or
        pursuant to the Charter;

        "Charterer" includes the successors in title and permitted assignees of
        the Charterer; "Charterer's Assigned Property" means all of the
        Charterer's rights, title and interest in and to:

        (a)     the Insurances; and

        (b)     any Requisition Compensation;

        "Charter Guarantee" means the guarantee executed or (as the context may
        require) to be executed by the Charter Guarantor in favour of the Owner
        as referred to in recital (G);

        "Charter Guarantor" includes the successors in title and permitted
        assignees of the Charter Guarantor;

        "Charter Guarantor's Account" means the interest bearing Dollar account
        of the Charter Guarantor opened or (as the context may require) to be
        opened with the Mortgagee (acting as account bank) with account number
        24.07.56.150 and includes any sub-accounts thereof and any other account
        designated in writing by the Mortgagee to be the Charter Guarantor's
        Account for the purposes of this Deed;

        "Charter Period" means such part of the period of the Charter as falls
        within the Security Period or, in the event of expiration or
        determination of the period of the Charter prior to the expiration of
        the Security Period, the period down to the expiration or determination
        of the period of the Charter;

        "Charter Rights" means all of the rights of the Owner under or pursuant
        to the Charter, the Charter Guarantee and any other guarantee, security
        or other assurance given to the Owner at any time in respect of the
        Charterer's obligations under or pursuant to the Charter including
        (without limitation) the right to receive the Charter Earnings;

        "Collateral Instruments" means notes, bills of exchange, certificates of
        deposit and other negotiable and non-negotiable instruments, guarantees,
        indemnities and other assurances against financial loss and any other
        documents or instruments which contain or evidence an obligation (with
        or without security) to pay, discharge or be responsible directly or
        indirectly for, any indebtedness or liabilities of the Borrowers or any
        of them or any other person liable and includes any documents or
        instruments creating or evidencing a mortgage, charge (whether fixed or
        floating), pledge, lien, hypothecation, assignment, trust arrangement or
        security interest of any kind;

        "Code" means the International Management Code for the Safe Operation of
        Ships and for Pollution Prevention Constituted pursuant to Resolution A.
        741 (18) of the International Maritime Organisation and incorporated
        into the International Convention on Safety of Life at Sea 1974 (as
        amended) and includes any amendment or extensions thereto and any
        regulation issued pursuant thereto;

        "Compulsory Acquisition" means requisition for title or other compulsory
        acquisition, requisition, appropriation, expropriation, deprivation,
        forfeiture or confiscation for any reason of the Ship by any Government
        Entity or other competent authority, whether de jure or de facto, but
        shall exclude requisition for use or hire not involving requisition of
        title;

        "DOC" means a document of compliance issued to an Operator in accordance
        with rule 13 of the Code;

        "Default" means any Event of Default or any event or circumstance which
        with the giving of notice or lapse of time or the satisfaction of any
        other condition (or any combination thereof) would constitute an Event
        of Default;

        "Delivery" means the delivery of the Ship by the Owner, and the
        acceptance of the Ship by the Charterer, pursuant to the Charter;

        "Delivery Date" means the date on which Delivery occurs;

        "Encumbrance" means any mortgage, charge (whether fixed or floating),
        pledge, lien, hypothecation, assignment, trust arrangement or security
        interest or other encumbrance of any kind securing any obligation of any
        person or any type of preferential arrangement (including without
        limitation title transfer and/or retention arrangements having a similar
        effect);

        "Environmental Affiliate" means any agent or employee of the Charterer
        or any other Relevant Party or any person having a contractual
        relationship with the Charterer or any other Relevant Party in
        connection with any Relevant Ship or its operation or the carriage of
        cargo and/or passengers thereon and/or the provision of goods and/or
        services on or from the Relevant Ship;

        "Environmental Approval" means any consent, authorisation, licence or
        approval of any governmental or public body or authorities or courts
        applicable to any Relevant Ship or its operation or the carriage of
        cargo and/or passengers thereon and/or the provision of goods and/or
        services on or from such Relevant Ship required under any Environmental
        Law;

        "Environmental Claim" means any and all enforcement, clean-up, removal
        or other governmental or regulatory actions or orders instituted or
        completed pursuant to any Environmental Law or any Environmental
        Approval together with claims made by any third party relating to
        damage, contribution, loss or injury, resulting from any actual or
        threatened emission, spill, release or discharge of a Pollutant from any
        Relevant Ship;

        "Environmental Laws" means all national, international and state laws,
        rules, regulations, treaties and conventions applicable to any Relevant
        Ship pertaining to the pollution or protection of human health or the
        environment including, without limitation, the carriage of Pollutants
        and actual or threatened emissions, spills, releases or discharges of
        Pollutants;

        "Event of Default" means any of the events or circumstances described in
        clause 10.1 of the Loan Agreement;

        "Expenses" means the aggregate at any relevant time (to the extent that
        the same have not been received or recovered by the Mortgagee) of:

        (a)     all losses, liabilities, costs, charges, expenses, damages and
                outgoings of whatever nature (including, without limitation,
                Taxes, registration fees and insurance premiums) suffered,
                incurred or paid by the Mortgagee in connection with the
                exercise of the powers referred to in or granted by this Deed or
                otherwise payable by the Owner in accordance with clause 13; and

        (b)     interest on all such losses, liabilities, costs, charges,
                expenses, damages and outgoings from the date on which the same
                were suffered, incurred or paid by the Mortgagee until the date
                of receipt or recovery thereof (whether before or after
                judgment) at a rate per annum calculated in accordance with
                clause 3.4 of the Loan Agreement (as conclusively certified by
                the Mortgagee);

        "Government Entity" means and includes (whether having a distinct legal
        personality or not) any national or local government authority, board,
        commission, department, division, organ, instrumentality, court or
        agency and any association, organisation or institution of which any of
        the foregoing is a member or to whose jurisdiction any of the foregoing
        is subject or in whose activities any of the foregoing is a participant;

        "Incapacity" means, in relation to a person, the death, bankruptcy,
        unsoundness of mind, insolvency, liquidation, dissolution, winding-up,
        administration, receivership, amalgamation, reconstruction or other
        incapacity of that person whatsoever (and, in the case of a partnership,
        includes the termination or change in the composition of the
        partnership);

        "Insurances" means all policies and contracts of insurance (which
        expression includes all entries of the Ship in a protection and
        indemnity or war risks association) which are from time to time during
        the Security Period in place or taken out or entered into by or for the
        benefit of, among others, the Owner and/or the Charterer (whether in the
        sole name of the Owner, or in the joint names of the Owner, the
        Charterer and the Mortgagee or otherwise) in respect of the Ship (but
        not loss of earnings) or otherwise howsoever in connection with the Ship
        and all benefits thereof (including claims of whatsoever nature and
        return of premiums);

        "ISPS Code" means the International Ship and Port Facility Security Code
        constituted pursuant to resolution A.924(22) of the International
        Maritime Organization now set out in Chapter XI-2 of the International
        Convention for the Safety of Life at Sea 1974 (as amended) as adopted by
        a Diplomatic Conference of the International Maritime Organisation on
        Maritime Security in December 2002 and includes any amendments or
        extensions thereto and any regulation issued pursuant thereto;

        "ISSC" means an International Ship Security Certificate issued in
        respect of the Ship pursuant to the ISPC Code;

        "Loan" means the aggregate principal amount owing to the Banks or any of
        them pursuant to the Loan Agreement at any relevant time;

        "Loan Agreement" means the agreement referred to in recital (B) hereto
        as the same may from time to time be supplemented and/or amended;

        "Loss Payable Clauses" means the provisions regulating the manner of
        payment of sums receivable under the Insurances which are to be
        incorporated in the relevant insurance documents, such Loss Payable
        Clauses to be in the forms set out in Schedule 1 during the Charter
        Period (which shall, during the Charter Period, replace the forms of
        Loss Payable Clauses specified in the Spotless General Assignment (as
        such term is defined in the Loan Agreement)) or in such other forms as
        may from time to time be required or agreed in writing by the Mortgagee;

        "Master Swap Agreement" means the 1992 ISDA Master Agreement made
        between the Swap Provider and the Borrowers dated I Q- March 2006
        mentioned in recital (C) hereto, comprising a 1992 ISDA Master Agreement
        (an a Schedule thereto), together with any Confirmations (as defined
        therein) supplemental thereto;

        "Master Swap Agreement Liabilities" means at any relevant time, all
        liabilities actual or contingent, present or future, owing to the Swap
        Provider under the Master Swap Agreement;

        "Mortgage" means the first preferred mortgage mentioned in recital (E)
        hereto; "Mortgagee" includes the successors in title and assignees of
        the Mortgagee;

        "Notice of Assignment of Insurances" means a notice of assignment in the
        form set out in Schedule 2 during the Charter Period (which shall,
        during the Charter Period, replace the form of Notice of Assignment of
        Insurances specified in the Spotless General Assignment), or in such
        other form as may from time to time be required or agreed in writing by
        the Mortgagee;

        "Operator" means any person who is from time to time during the Security
        Period concerned in the operation of the Ship and falls within the
        definition of "Company' set in rule 1.1.2 of the Code;

        "Other Ships" means together, Doubtless, Faithful and Vanguard and
        "Other Ship" means any of them;

        "Outstanding Indebtedness" means the aggregate of the Loan and interest
        accrued and accruing thereon, the Master Swap Agreement Liabilities, the
        Expenses and all other sums of money from time to time owing by the
        Borrowers to the Mortgagee and/or any of the Secured Creditors, whether
        actually or contingently, present or future, under or pursuant to the
        Loan Agreement, the Master Swap Agreement, the Security Documents or any
        of them;

        "Owner" includes the successors in title and permitted assignees of the
        Owner; "Owner's Assigned Property" means:

        (a)     the Charter;

        (b)     the Charter Guarantee;

        (c)     the Charter Earnings; and

        (d)     all other Charter Rights;

        "Pollutant" means and includes pollutants, contaminants, toxic
        substances, oil as defined in the United States Oil Pollution Act of
        1990 and all hazardous substances as defined in the United States
        Comprehensive Environmental Response, Compensation and Liability Act
        1980;

        "Related Company" of a person means any Subsidiary of such person, any
        company or other entity of which such person is a Subsidiary and any
        Subsidiary of any such company or entity;

        "Relevant Party" means the Owner, the Owner's Related Companies, any
        other Security Party and any other Security Party's Related Companies;

        "Relevant Ship" means the Ship and any other vessel from time to time
        (whether before or after the date of this Deed) owned, managed or crewed
        by, or chartered to, any Relevant Party;

        "Requisition Compensation" means all sums of money or other compensation
        from time to time payable during the Security Period by reason of the
        Compulsory Acquisition of the Ship;

        "Security Documents" means the Loan Agreement, this Deed, the Mortgage
        and any other such document as is defined in the Loan Agreement as a
        Security Document or as may have been or may hereafter be executed to
        guarantee and/or secure all or any part of the Loan, any interest
        thereon, the Master Swap Agreement Liabilities and the moneys from time
        to time owing by the Owner pursuant to the Loan Agreement and/or the
        Master Swap Agreement (whether or not such documents, also secure moneys
        from time to time owing pursuant to any other document or agreement);

        "Security Party" means any person who may at any time be a party to any
        of the Security Documents (other than the Secured Creditors);

        "Security Period" means the period commencing on the date hereof and
        terminating upon discharge of the security created by the Security
        Documents by payment of all moneys payable thereunder;

        "Ship" means the vessel m.v. "Spotless" registered as a Liberian ship
        under Official Number 9361 and includes any share or interest therein
        and her engines, machinery, boats, tackle, outfit, equipment, spare
        gear, fuel, consumable or other stores, belongings and appurtenances
        whether on board or ashore and whether now owned or hereafter acquired
        and also any and all additions, improvements and replacements hereafter
        made in or to such vessel or any part thereof or in or to her equipment
        and appurtenances aforesaid;

        "SMC" means a safety management certificate issued in respect of a ship
        in accordance with rule 13 of the Code;

        "Subsidiary" of a person means any company or entity directly or
        indirectly controlled by such person, and for this purpose "control"
        means either the ownership of more than 50% of the voting share capital
        (or equivalent rights of ownership) of such company or entity or the
        power to direct its policies and management, whether by contract or
        otherwise; and

        "Total Loss" means:

        (a)     the actual, constructive, compromised or arranged total loss of
                the Ship; or (b) the Compulsory Acquisition of the Ship; or

        (c)     the hijacking, theft, condemnation, capture, seizure, arrest,
                detention or confiscation of the Ship (other than where the same
                amounts to the Compulsory Acquisition of the Ship) by any
                Government Entity, or by persons acting or purporting to act on
                behalf of any Government Entity, unless the Ship be released and
                restored to the Owner or (during the Charter Period) the
                Charterer (as the case may be) from such hijacking, theft,
                condemnation, capture, seizure, arrest, detention or
                confiscation within thirty (30) days after the occurrence
                thereof.

1.2     Insurance terms

        In clause 8.1.1:

        1.2.1   "excess risks" means the proportion (if any) of claims for
                general average, salvage and salvage charges and under the
                ordinary collision clause not recoverable in consequence of the
                value at which the Ship is assessed for the purpose of such
                claims exceeding her insured value;

        1.2.2   "protection and indemnity risks" means the usual risks
                (including oil pollution and freight, demurrage and defence
                cover) covered by a United Kingdom protection and indemnity
                association or a protection and indemnity association which is
                managed in London (including, without limitation, the proportion
                (if any) of any sums payable to any other person or persons in
                case of collision which are not recoverable under the hull and
                machinery policies by reasons of the incorporation in such
                policies of clause 8 of the Institute Time Clauses (Hulls)
                (1/11/95) or the Institute Amended Running Down Clause (1/10/71)
                or any equivalent provision); and

        1.2.3   "war risks" includes those risks covered by the standard form of
                English marine policy with Institute War and Strikes Clauses
                Hulls - Time (1/11/95) attached or similar cover.

1.3     Headings

        Clause headings and the table of contents are inserted for convenience
        of reference only and shall be ignored in the interpretation of this
        Deed.


1.4     Construction of certain terms


        In this Deed, unless the context otherwise requires:

        1.4.1   references to clauses and Schedules are to be construed as
                references to clauses of, and Schedules to, this Deed and
                references to this Deed include its Schedules;

        1.4.2   references to (or to any specified provision of) this Deed or
                any other document shall be construed as references to this
                Deed, that provision or that document as in force for the time
                being and as amended in accordance with the terms thereof, or,
                as the case may be, with the agreement of the relevant parties;

        1.4.3   words importing the plural shall include the singular and vice
                versa;

        1.4.4   references to a person shall be construed as references to an
                individual, firm, company, corporation, unincorporated body of
                persons or any Government Entity;

        1.4.5   references to a "guarantee" shall include references to an
                indemnity or other assurance against financial loss including,
                without limitation, an obligation to purchase assets or services
                as a consequence of a default by any other person to pay any
                Indebtedness and "guaranteed" shall be construed accordingly;
                and

        1.4.6   references to statutory provisions shall be construed as
                references to those provisions as replaced or amended or
                re-enacted from time to time.


1.5     Conflict with Loan Agreement

        As between the Owner and the Mortgagee, this Deed shall be read together
        with the Loan Agreement but in case of any conflict between the two
        instruments, the provisions of the Loan Agreement shall prevail.


1.6     Conflict with Charter

        If and to the extent that any of the covenants and undertakings given by
        the Charterer in this Deed may conflict with any of the provisions of
        the Charter, such covenants and undertakings shall (as between the
        Mortgagee on the one hand and the Owner and the Charterer on the other
        hand but not otherwise) prevail over such provisions.


2       Representations and warranties


2.1     Charterer's continuing representations and warranties

        The Charterer represents and warrants to the Mortgagee (as security
        agent and trustee for and on behalf of the Secured Creditors) and the
        Owner that:

        2.1.1   Due incorporation

                it is duly incorporated and validly existing in good standing
                under the laws of the Republic of Liberia as a Liberian
                corporation and has power to carry on its business as it is now
                being conducted and to own its property and other assets;

        2.1.2   Corporate power

                it has power to execute, deliver and perform its obligations
                under the Charter and such of the Security Documents to which it
                is, or is to be, a party and all necessary corporate,
                shareholder and other action has been taken to authorise the
                execution, delivery and performance of the same;

        2.1.3   Binding obligations

                the Charter and the Security Documents to which it is, or is to
                be, a party constitute or will, when executed, constitute its
                valid and legally binding obligations enforceable in accordance
                with their respective terms;

        2.1.4   No conflict with other obligations

                the execution and delivery of, the performance of its
                obligations under, and compliance with the provisions of the
                Charter and the Security Documents to which it is, or is to be,
                a party by it will not (a) contravene, any existing applicable
                law, statute, rule or regulation or any judgment, decree or
                permit to which it is subject, or (b) contravene or conflict
                with any provision of its constitutional documents;

        2.1.5   No filings required

                it is not necessary to ensure the legality, validity,
                enforceability o: admissibility in evidence of the Charter or
                any of the Security Documents to which it is, or is to be, a
                party that they or any other instrument be notarised, filed,
                recorded, registered or enrolled in any court, public office or
                elsewhere in any Relevant Jurisdiction or that any stamp,
                registration or similar tax or charge be paid in any Relevant
                Jurisdiction on or in relation to the Charter or any of such
                Security Documents and the Charter and each of such Security
                Documents are in proper form for its enforcement in the courts
                of each Relevant Jurisdiction;

        2.1.6   Choice of law

                the choice of English law to govern the Charter and the Security
                Documents to which it is, or is to be, a party and the
                submission by the Charterer to the non-exclusive jurisdiction of
                the English courts are valid and binding;

        2.1.7   No immunity

                neither it nor any of its assets is entitled to immunity on the
                grounds of sovereignty or otherwise from any legal action or
                proceeding (which shall include, without limitation, suit,
                attachment prior to judgment, execution or other enforcement);
                and

        2.1.8   Consents obtained

                every consent, authorisation, licence or approval of, or
                registration with or declaration to, governmental or public
                bodies or authorities or courts required by it to authorise, or
                required by it in connection with, the execution, delivery,
                validity, enforceability or admissibility in evidence of the
                Charter and the Security Documents to which it is, or is to be,
                a party or the performance by it of its obligations under the
                Charter and such Security Documents have been obtained or made
                and are in full force and effect and there has been no default
                in the observance of any of the conditions or restrictions (if
                any) imposed in, or in connection with, any of the same.

2.2     Charter Guarantor's continuing representations and warranties

        The Charter Guarantor represents and warrants to the Mortgagee (as
        security agent and trustee for and on behalf of the Secured Creditors)
        and the Owner that:

        2.2.1   Due incorporation

                it is duly incorporated and validly existing in good standing
                under the laws of the Marshall Islands as a Marshall Islands
                corporation and has power to carry on its business as it is now
                being conducted and to own its property and other assets;

        2.2.2   Corporate power

                it has power to execute, deliver and perform its obligations
                under the Charter Guarantee and this Deed and has power to
                execute and deliver and perform its obligations under the
                Charter Guarantee and this Deed, and all necessary corporate,
                shareholder and other action has been taken to authorise the
                execution, delivery and performance of the same and no
                limitation on the powers of the Charter Guarantor to give
                guarantees or security will be exceeded as a result of the
                execution, delivery and performance of the Charter Guarantee or
                the Charter Guarantor's obligations under this Deed;

        2.2.3   Binding obligations

                the Charter Guarantee and this Deed constitute or will, when
                executed, constitute its valid and legally binding obligations
                enforceable in accordance with their respective terms;

        2.2.4   No conflict with other obligations

                the execution and delivery of, the performance of its
                obligations under, and compliance with the provisions of the
                Charter Guarantee and this Deed by it will not (a) contravene,
                any existing applicable law, statute, rule or regulation or any
                judgment, decree or permit to which it is subject or (b)
                contravene or conflict with any provision of its constitutional
                documents;

        2.2.5   No filings required

                it is not necessary to ensure the legality, validity,
                enforceability or admissibility in evidence of the Charter
                Guarantee or this Deed that they or any other instrument be
                notarised, filed, recorded, registered or enrolled in any court,
                public office or elsewhere in any Relevant Jurisdiction or that
                any stamp, registration or similar tax or charge be paid in any
                Relevant Jurisdiction on or in relation to the Charter Guarantee
                or this Deed and both the Charter Guarantee and this Deed are in
                proper form for their enforcement in the courts of each Relevant
                Jurisdiction;

        2.2.6   Choice of law

                the choice of English law to govern the Charter Guarantee and
                this Deed and the submission by the Charter Guarantor to the
                non-exclusive jurisdiction of the English courts are valid and
                binding;

        2.2.7   No immunity

                neither it nor any of its assets is entitled to immunity on the
                grounds of sovereignty or otherwise from any legal action or
                proceeding (which shall include, without limitation, suit,
                attachment prior to judgement, execution or other enforcement);
                and

        2.2.8   Consents obtained

                every consent, authorisation, licence or approval of, or
                registration with or declaration to, governmental or public
                bodies or authorities or courts required by the Charter
                Guarantor to authorise, or required by the Charter Guarantor in
                connection with, the execution, delivery, validity,
                enforceability or admissibility in evidence of the Charter
                Guarantee and this Deed or the performance by the Charter
                Guarantor of its obligations under the Charter Guarantee and
                this Deed has been obtained or made and is in full force and
                effect and there has been no default in the observance of any of
                the conditions or restrictions (if any) imposed in, or in
                connection with, any of the same.

2.3     Charterer's initial representations and warranties

        The Charterer represents and warrants to the Mortgagee (as security
        agent and trustee for and on behalf of the Secured Creditors) and the
        Owner that:

        2.3.1   No withholding Taxes

                no Taxes are imposed by withholding or otherwise on any payment
                to be made by it under the Charter or the Security Documents to
                which it is, or is to be, a party or are imposed on or by virtue
                of its execution or delivery of the Charter or any of such
                Security Documents or any other document or instrument to be
                executed or delivered under the Charter or any of such Security
                Documents;

        2.3.2   Ship's employment

                (save for the Charter) the Ship is not and will not on the
                Delivery Date be subject to any charter or contract or to any
                agreement to enter into any charter or contract entered into by
                the Charterer which, if entered into by it after the date of
                this Deed, would have required the consent of the Mortgagee;

        2.3.3   Freedom from Encumbrances

                the Charterer is the sole, legal and beneficial owner of the
                whole of the Charterer's Assigned Property and neither the
                Charterer's Assigned Property nor any part thereof are or will
                :>e on the Delivery Date subject to any Encumbrance created by.
                it or arising due to its act or omission or its use or operation
                of the Ship and it has not (save as disclosed in writing to the
                Mortgagee) received notice of any Encumbrance (other than
                pursuant to this Deed) in respect thereof created by any other
                person;

        2.3.4   Commissions etc.

                there are no commissions, rebates, premiums or other payments in
                connection with the Charter other than as disclosed to the
                Mortgagee in writing prior to the date hereof;

        2.3.5   Compliance with Environmental Laws and Approvals

                except as may already have been disclosed by it in writing to,
                and acknowledged in writing by, the Mortgagee:

                (a)     the Charterer and to the best of its knowledge and
                        belief (having made due enquiry) its Environmental
                        Affiliates have complied with the provisions of all
                        Environmental Laws;

                (b)     the Charterer and to the best of its knowledge and
                        belief (having made due enquiry) its Environmental
                        Affiliates have obtained all Environmental Approvals and
                        are in compliance with all such Environmental Approvals;
                        and

                (c)     neither the Charterer nor to the best of its knowledge
                        and belief (having made due enquiry) any of its
                        Environmental Affiliates has received notice of any
                        Environmental Claim that the Charterer or any such
                        Environmental Affiliate is not in compliance with any
                        Environmental Law or any Environmental Approval;

        2.3.6   No Environmental Claims

                except as may already have been disclosed by it in writing to,
                and acknowledged in writing by, the Mortgagee, there is no
                Environmental Claim pending or, to the best of its knowledge and
                belief (having made due enquiry), threatened against the
                Charterer or the Ship or any other ship owned, managed or crewed
                by, or chartered to, the Charterer or, to the best of its
                knowledge and belief (having made due enquiry) any of its
                Environmental Affiliates; and

        2.3.7   No potential Environmental Claims

                except as may already have been disclosed by it in writing to,
                and acknowledged in writing by, the Mortgagee, there has been no
                emission, spill, release or discharge of a Pollutant from the
                Ship or any other ship owned by, managed or crewed by, or
                chartered to, the Charterer nor to the best of its knowledge and
                belief (having made due enquiry) from any other ship owned by,
                managed or crewed by, or chartered to, the Charterer which could
                give rise to an Environmental Claim.

2.4     Charter Guarantor's initial representations and warranties

        The Charter Guarantor represents and warrants to the Mortgagee (as
        security agent and trustee for and on behalf of the Secured Creditors)
        and the Owner that no Taxes are imposed by withholding or otherwise on
        any payment to be made by it under the Charter Guarantee or are imposed
        on or by virtue of its execution or delivery of the Charter Guarantee or
        this Deed or any other document or instrument to be executed or
        delivered under the Charter Guarantee or this Deed.

2.5     Repetition of representations and warranties

        On and as of the Delivery Date and (except in relation to the
        representations and warranties in clauses 2.3;.2.4 and 5) each Interest
        Payment Date during the Charter Period, the Charterer and the Charter
        Guarantor shall be deemed to repeat the representation:; and warranties
        in clauses 2.1, 2.2, 2.3 and 2.4 as if made with reference to the facts
        and circumstances existing on such day.

3       Assignment

3.1     Charterer's Assignment

        By way of security for the Outstanding Indebtedness (which expression,
        for the avoidance of doubt, includes the Master Swap Agreement
        Liabilities) the Charterer with full title guarantee hereby assigns and
        agrees to assign to the Mortgagee absolutely all its rights, title and
        interest in and to the Charterer's Assigned Property and all its
        benefits and interests present and future therein. Provided however that
        unless and until a Default shall occur (whereupon all insurance
        recoveries shall be receivable by the Mortgagee and applied in
        accordance with clause 11.1 or clause 11.3 (as the case may be)):

        3.1.1   any moneys payable under the Insurances, shall be payable in
                accordance with the terms of the relevant Loss Payable Clause
                and the Mortgagee will not in the meantime give any notification
                to the contrary to the insurers as contemplated by the Loss
                Payable Clauses; and

        3.1.2   any insurance moneys received by the Mortgagee in respect of any
                major casualty (as specified in the relevant Loss Payable
                Clause) shall, unless prior to receipt or whilst such moneys are
                in the hands of the Mortgagee there shall have occurred a
                Default (whereupon such insurance monies shall be applied in
                accordance with clause 11.1 or clause 11.3 (as the case may
                be)), be paid over to the Charterer upon the Charterer
                furnishing evidence satisfactory to the Mortgagee 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 Charterer, provided however
                that the insurers with whom the fire and usual marine risks
                insurances are effected may, in the case of a major casualty,
                and with the previous consent in writing of the Mortgagee, make
                payment on account of repairs in the course of being effected.

3.2     Use of Charterer's name

        The Charterer covenants and undertakes with the Mortgagee to do or
        permit to be done each and every act or thing which the Mortgagee may
        from time to time require to be done for the purpose of enforcing the
        Mortgagee's rights under this Deed and to allow its name to be used as
        and when required by the Mortgagee for that purpose.

3.3     Reassignment

        Upon payment and discharge in full to the satisfaction of the Mortgagee
        of the Outstanding Indebtedness, the Mortgagee shall, at the request and
        cost of the Charterer, re-assign the Charterer's Assigned Property to
        the Charterer or as it may direct.

3.4     Liability of Charterer

        The Charterer shall remain liable to perform all the obligations assumed
        by it in relation to the Assigned Property and the Mortgagee 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
        Charterer to perform its obligations in respect thereof.

4       Owner's Assignment

4.1     By way of security for payment of the Outstanding Indebtedness (which
        expression, for the avoidance of doubt, includes the Master Swap
        Agreement Liabilities) the Owner with full title guarantee hereby
        assigns and agrees to assign to the Mortgagee (as security agent and
        trustee on behalf of the Secured Creditors) absolutely all its rights,
        title and interest in and to the Owner's Assigned Property and all
        benefits accruing to the Owner thereunder Provided however that the
        Charter Earnings shall be payable to the Spotless Operating Account ;as
        such term is defined in the Loan Agreement) until such time as a Default
        shall occur and the Mortgagee shall direct to the contrary whereupon the
        Owner shall forthwith, and the Mortgagee may at any time thereafter,
        instruct the persons from whom the Charter Earnings are then payable to
        pay the same to the Mortgagee (as security agent and trustee on behalf
        of the Secured Creditors) or as it may direct and any Charter Earnings
        then in the hands of the Owner's brokers or other agents shall be deemed
        to have been received by them for the use and on behalf of the Agent.

4.2     Use of Owner's name

        The Owner covenants and undertakes with the Mortgagee to do or permit to
        be done each and every act or thing which the Mortgagee may from time to
        time require to be done for the purpose of enforcing the Mortgagee's
        rights under this Deed and to allow its name to be used as and when
        required by the Mortgagee for that purpose.

4.3     Reassignment

        Upon payment and discharge in full to the satisfaction of the Mortgagee
        of the Outstanding Indebtedness, the Mortgagee shall, at the request and
        cost of the Owner, re-assign the Owner's Assigned Property to the Owner
        or as it may direct.

4.4     Liability of Owner

        The Owner shall remain liable to perform all the obligations assumed by
        it in relation to the Mortgaged Property and the Mortgagee 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 Owner
        to perform its obligations in respect thereof.

4.5     Acknowledgement by Charterer

        By its execution of this Deed, each of the Charterer and the Charter
        Guarantor has received written notice of, and consents to, the
        assignment to the Mortgagee of the Charter, the Charter Earnings, the
        other Charter Rights and the Charter Guarantee. 5 Continuing security
        and other matters

5.1     Continuing security

        The security created by this Deed shall:

        5.1.1   be held by the Mortgagee (as security agent and trustee for and
                on behalf of the Secured Creditors) as a continuing security for
                the payment of the Outstanding Indebtedness (which expression,
                for the avoidance of doubt, includes the Master Swap Agreement
                Liabilities) and the performance and observance of and
                compliance with all of the covenants, terms and conditions
                contained in the 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 Owner or any other person who may be liable to the
                Mortgagee and/or the Secured Creditors in respect of the
                Outstanding Indebtedness (which expression, for the avoidance of
                doubt, includes the Master Swap Agreement Liabilities) or any
                part thereof and the Mortgagee and/or the Secured Creditors) and
                shall remain in full force and effect until the Outstanding
                Indebtedness (which expression, for the avoidance of doubt,
                includes the Master Swap Agreement Liabilities) has been
                discharged in full (which expression shall not embrace payment
                or a dividend in liquidation or bankruptcy of less than 100%);

        5.1.2   be in addition to, and shall not in any way prejudice or affect,
                and may be enforced by the Mortgagee without prior recourse to,
                the security created by any other of the Security Documents or
                by any present or future Collateral Instruments, right or remedy
                held by or available to the Mortgagee and/or the Secured
                Creditors or any of them any right or remedy of the Mortgagee
                and/or the Secured Creditors or any of them or any right or
                remedy of the Mortgagee thereunder;

        5.1.3   not be in any way prejudiced or affected by the existence of any
                of the other Security Documents or any such Collateral
                Instrument, rights or remedies or by the same becoming wholly or
                in part void, voidable or unenforceable on any ground whatsoever
                or by the Mortgagee and/or the Secured Creditors or any of them
                dealing with, exchanging, varying or failing to perfect or
                enforce any of the same, or giving time for payment or
                performance or indulgence or compounding with any other person
                liable; and

        5.1.4   not in any way be prejudiced or affected by any change in the
                constitution of, or any amalgamation or reconstruction of the
                Owner, the Mortgagee or any other person or by any legal
                limitation, disability, incapacity or other circumstances
                relating to the Owner or any other person, whether or not known
                to the Mortgagee and/or the Secured Creditors, by any invalidity
                in or irregularity or unenforceability of the obligations of the
                Owner or any other person under the Loan Agreement or any of the
                other Security Documents or otherwise and so that in the event
                that any obligation or purported obligation of the Owner or any
                other person which, if enforceable or valid or continuing, would
                be secured by this Deed is or becomes wholly or in part
                unenforceable or invalid or terminated for any reason
                whatsoever, the Owner will keep the Mortgagee and the Secured
                Creditors fully indemnified against any loss suffered by the
                Mortgagee and/or the Secured Creditors as a result of any
                failure by the Owner or such other party to perform any such
                obligation or purported obligation.

5.2     Rights additional

        All the rights, remedies and powers vested in the Mortgagee (as security
        agent and trustee on behalf of the Secured Creditors) hereunder shall be
        in addition to and not a limitation of any and every other right, power
        or remedy vested in the Mortgagee and/or the Secured Creditors or any of
        them under the Loan Agreement, this Deed, the Master Swap Agreement, the
        other Security Documents or any such Collateral Instrument or at law and
        that all the powers so vested in the Mortgagee and/or the Secured
        Creditors or any of them may be exercised from time to time and as often
        as the Mortgagee and/or the Secured Creditors or any of them may deem
        expedient.

        5.2.1   No enquiry

                The Mortgagee shall not be obliged to make any enquiry as to the
                nature or sufficiency of any payment received by it under this
                Deed 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 Mortgagee or to which the Mortgagee (as
                security agent and trustee on behalf of the Creditors) may at
                any time be entitled under this Deed.

5.3     Obligations of Owner, Charterer and Mortgagee

        The Owner and the Charterer shall each remain liable to perform all the
        obligations assumed by it in relation to the Owner's Assigned Property
        and the Charterer's Assigned Property and the Mortgagee 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 Owner or the
        Charterer to perform its obligations in respect thereof.

5.4     Discharge of Mortgage

        This Deed shall continue in full force and effect after any discharge of
        the Mortgage.

5.5     Liability unconditional

        The rights, remedies and powers vested in the Mortgagee under this Deed
        shall not be affected nor shall this Deed be discharged or reduced by
        reason of:

        5.5.1   the Incapacity or any change in the name, style or constitution
                of the Owner or any other person liable;

        5.5.2   the Mortgagee granting any time, indulgence or concession to, or
                compounding with, discharging, releasing or varying the
                liability of the Owner or any other person liable or renewing,
                determining, varying or increasing any accommodation, facility
                or transaction or otherwise dealing with the same in any manner
                whatsoever or concurring in, accepting or varying any
                compromise, arrangement or settlement or omitting to claim or
                enforce payment from the Owner or any other person liable; or

        5.5.3   any act or omission which would not have discharged or affected
                the security constituted by the Charterer under this Deed had it
                been a principal debtor instead of a guarantor or by anything
                done or omitted which but for this provision might operate to
                exonerate such security.

5.6     Waiver of Charterer's rights

        Until the Outstanding Indebtedness (which expression, for the avoidance
        of doubt, includes the Master Swap Agreement Liabilities) has been paid,
        discharged or satisfied in full (and notwithstanding payment of a
        dividend in any liquidation or under any compromise or arrangement) and
        notwithstanding that the security created by this Deed and the other
        Security Documents may have been realised, the Charterer agrees that,
        without the prior written consent of the Mortgagee, it will not:

        5.6.1   exercise its rights of subrogation, reimbursement and indemnity
                against the Owner, the other Borrowers or any other person
                liable;

        5.6.2   demand or accept repayment in whole or in part of any
                indebtedness now or hereafter due to the Charterer from the
                Owner, the other Borrowers or from any other person liable or
                demand or accept any Collateral Instrument in respect of the
                same or dispose of the same;

        5.6.3   take any step to enforce any right against the Owner, the other
                Borrowers or any other person liable in respect of any
                Outstanding Indebtedness (which expression, for the avoidance of
                doubt, includes the Master Swap Agreement Liabilities); or

        5.6.4   claim any set-off or counterclaim against the Owner, the other
                Borrowers or any other person liable or claim or prove in
                competition with the Mortgagee and/or the Secured Creditors or
                any of them in the liquidation of the Owner, the other Borrowers
                or any other person liable or have the benefit of, or share in,
                any payment from or composition with, the Owner, the other
                Borrowers or any other person liable or any other Collateral
                Instrument now or hereafter held by the Mortgagee and/or the
                Secured Creditors or any of them for the Outstanding
                Indebtedness (which expression, for the avoidance of doubt,
                includes the Master Swap Agreement Liabilities) or for the
                obligations or liabilities of any other person liable but so
                that, if so directed by the Mortgagee, it will prove for the
                whole or any part of its claim in the liquidation of the Owner
                on terms that the benefit of such proof and of all money
                received by it in respect thereof shall be paid to the Mortgagee
                for application in or towards discharge of the Outstanding
                Indebtedness (which expression, for the avoidance of doubt,
                includes the Master Swap Agreement Liabilities) in such manner
                as the Mortgagee shall deem appropriate.

5.7     Suspense account

        Any moneys received in connection with this Deed (whether before or
        after any Incapacity of the Owner or the Charterer) which would (but for
        this Deed) have been payable to the Charterer may, if an Event of
        Default has happened, be placed to the credit of a suspense account with
        a view to preserving the rights of the Mortgagee to prove for the whole
        of its and the Secured Creditors' claims against the Owner, the other
        Borrowers or any other person liable or may be applied in or towards
        satisfaction of the Outstanding Indebtedness (which expression, for the
        avoidance of doubt, includes the Master Swap Agreement Liabilities).

5.8     Settlements conditional

        Any release, discharge or settlement between the Charterer and the
        Mortgagee shall be conditional upon no security, disposition or payment
        to the Mortgagee and/or the Secured Creditors or any of them by the
        Owner, the other Borrowers or any other person liable being void, set
        aside or ordered to be refunded pursuant to any enactment or law
        relating to bankruptcy, liquidation, administration or insolvency or for
        any other reason whatsoever and if such condition shall not be fulfilled
        the Mortgagee shall be entitled to enforce this Deed subsequently as if
        such release, discharge or settlement had not occurred and any such
        payment had not been made.

5.9     Delivery of certain property

        If, contrary to the provisions of this Deed, the Charterer takes or
        receives the benefit of any security or receives or recovers any money
        or other property, such security, money or other property shall be held
        on trust for the Mortgagee (as security agent and trustee on behalf of
        the Secured Creditors) and shall be delivered to the Mortgagee on
        demand.

5.10    Certificates conclusive

        Any certificate submitted by the Mortgagee to the Charterer as to the
        amount or any part thereof hereby secured shall, in the absence of
        manifest error, be conclusive and binding on the Charterer.

5.11    Collateral Instruments

        The Mortgagee shall not be obliged to make any claim or demand on the
        Owner or to resort to any Collateral Instrument or other means of
        payment now or hereafter held by or available to it before enforcing
        this Deed and no action taken or omitted by the Mortgagee in connection
        with any such Collateral Instrument or other means of payment shall
        discharge, reduce, prejudice or affect the security created by the
        Charterer under this Deed nor shall the Mortgagee be obliged to apply
        any money or other property received or recovered in consequence of any
        enforcement or realisation of any such Collateral Instrument or other
        means of payment in reduction of the Outstanding Indebtedness.

6       Charterer's undertakings

        The Charterer hereby covenants with the Mortgagee (as security agent and
        trustee for and on behalf of the Secured Creditors) and undertakes that
        throughout the Charter Period:

        6.1.1   Notice

                it will from time to time upon the request of the Mortgagee give
                written notice (in such form and to such persons as the
                Mortgagee may reasonably require) of the assignment contained in
                clause 3.1 to any person from whom any part of the Charterer's
                Assigned Property is or may be due and will procure that the
                interest of the Mortgagee in the Insurances shall be endorsed on
                the instruments of insurance from time to time issued in
                connection with the Insurances as are placed with the Approved
                Brokers by reason of a Notice of Assignment of Insurances
                (signed by the Charterer, the Owner and by any other assured who
                shall have assigned its interest in the Insurances to the
                Mortgagee);

        6.1.2   Negative undertakings relating to Charter

                it will not without the prior written consent of the Mortgagee:

                (a)     Assignments

                        assign or otherwise dispose of the Charterer's rights
                        and obligations under the Charter;

                (b)     Variations

                        agree to any variation of the Charter;

        6.1.3   Performance of Charter obligations

                it will perform its obligations under the Charter;

        6.1.4   Total Loss recovery

                it will, in the event that, upon a Total Loss of the Ship, the
                Mortgagee is disabled from recovering under the Insurances or
                any of them or the amount of the recovery thereunder is
                diminished and such disablement or diminution results from any
                breach by the Charterer of any of its obligations under this
                Deed and/or the Charter, pay to the Mortgagee on demand a sum
                (which shall be applied in accordance with clause 11.1 as if the
                same had been a recovery under the Insurances in respect of such
                Total Loss) equal to the amount which would but for such
                disablement have been recoverable under the Insurances or (as
                the case may be) a sum equal to the amount hereby the insurance
                recovery has been diminished;

        6.1.5   Compliance with Environmental Laws

                it will comply with, and procure that all its Environmental
                Affiliates comply with, all Environmental Laws including,
                without limitation, requirements relating to manning and
                establishment of financial responsibility and will obtain and
                comply with, and procure that all its Environmental Affiliates
                obtain and comply with, all Environmental Approvals;

        6.1.6   Abandonment

                it will not without the prior written consent of the Mortgagee
                (and then only subject to any conditions the Mortgagee may
                impose) abandon the Ship;

        6.1.7   Charterer's Manager

                it will not without the prior written consent of the Mortgagee
                (and then only on and subject to such terms as the Mortgagee may
                agree) appoint a commercial or technical manager of the Ship
                other than the Managers or terminate or amend the terms of
                either of the Management Agreements;

        6.1.8   Encumbrances

                it will not without the prior written consent of the Mortgagee
                (and then only subject to such conditions as the Mortgagee may
                impose) create or purport or agree to create or permit to arise
                or subsist any Encumbrance over or in respect of any part of the
                Charterer's Assigned Property otherwise than to or in favour of
                the Mortgagee; and

        6.1.9   Notification of certain events

                it will notify the Mortgagee forthwith by facsimile confirmed by
                letter of:

                (a)     any petition or notice of meeting to consider any
                        resolution to wind up the Charterer (or any event
                        analogous thereto under the laws of the place of its
                        incorporation);

                (b)     the occurrence of any Default of which it is aware; or

                (c)     the occurrence of any Environmental Claim against the
                        Charterer, the Ship, any other Relevant Party or any
                        other Relevant Ship or any incident, event or
                        circumstances which may give rise to any such
                        Environmental Claim.

7       Charter Guarantor's undertakings

7.1     General Undertakings

        The Charter Guarantor hereby agrees and undertakes to the Mortgagee (as
        security agent and trustee for and on behalf of the Secured Creditors)
        that it will at all times throughout the Security Period:

        7.1.1   deliver to the Mortgagee sufficient copies of each of the
                following documents:

                (a)     not later than one hundred and eighty (180) days after
                        the end of each financial year, the audited balance
                        sheet and profit and loss account of the Charter
                        Guarantor and the audited consolidated balance sheet and
                        the consolidated profit and loss account of the Group
                        for such financial year and a cash flow statement for
                        the Group for such financial year together with the
                        report of the auditors thereon, the notes thereto and
                        the directors' report thereon, if any;

                (b)     at the time of issue thereof every report, circular,
                        notice or like document issued by the Charter Guarantor
                        to its shareholders or creditors generally;

                (c)     at the time of the delivery of the annual audited
                        financial statements, a statement from the Charter
                        Guarantor's auditors stating the respective amounts of
                        the Net Asset Value, Book Equity, the Total Debt and the
                        Total Market Value Adjusted Assets, in respect of or, as
                        the case may be, as at the end of the financial year to
                        which such financial statements relate indicating the
                        manner in which the same have been calculated and
                        whether or not the limits imposed by clauses 7.2.1,
                        7.2.4 and 7.2.5 have or have not been exceeded at such
                        time and so that each such statement shall (in the
                        absence of manifest error or in the absence of the
                        Mortgagee reaching a different determination pursuant to
                        clause 7.2.8) be conclusive evidence of such amounts or
                        facts for the purposes of this Deed; and

        7.1.2   comply with its obligations under the Charter Guarantee.

7.2     Financial Undertakings

        The Charter Guarantor hereby agrees and undertakes to the Mortgagee (as
        security agent and trustee for and on behalf of the Secured Creditors)
        that it will at all times throughout the Security Period:

        7.2.1   ensure that:

                (a)     a minimum amount of Twenty million Dollars ($20,000,000)
                        shall be standing to the credit of the Charter
                        Guarantor's Account for the period commencing on the
                        first Drawdown Date and ending on 31 December 2006 and
                        thereafter and until the final date of the Security
                        Period a minimum amount of Twenty Five million Dollars
                        ($25,000,000) shall be standing to the credit of the
                        Charter Guarantor's Account and further ensure that
                        there are no Encumbrances whatsoever existing over or in
                        relation to such minimum amount; and

                (b)     it maintains cash balances of at least Fifty million
                        Dollars ($50,000,000) in bank accounts in its name or in
                        the name of a member of the Group and agreed by the
                        Mortgagee in writing from time to time and for the
                        purposes of this clause 7.2.1(b) the expression "bank
                        accounts" shall exclude any bank accounts which are
                        subject to an Encumbrance;

        7.2.2   endeavour that any Excess Cash Flow in relation to the Ship will
                be paid into the Charter Guarantor's Account;

        7.2.3   provide details to the Mortgagee at three (3) monthly intervals
                starting from the date of this Deed evidencing the operating
                expenses and the Earnings of the Ship;

        7.2.4   ensure that its Net Asset Value at all times exceeds One hundred
                and twenty five million Dollars ($125,000,000); and

        7.2.5   ensure that its Book Equity shall at all times exceed Seventy
                five million Dollars ($75,000,000).

        7.2.6   For the purpose of this clause 7, the following expressions
                shall have the following meanings:

                "Applicable Accounting Principles" means accounting principles,
                concepts, bases and policies generally adopted and accepted in
                the United States of America consistently applied;

                "Book Equity" means the aggregate of the amounts paid-up or
                credited as paid-up on the Charter Guarantor's issued share
                capital and the amount of the consolidated capital and revenue
                reserves of the Group (including any share premium account,
                capital redemption reserve fund and any credit balance on the
                consolidated profit and loss account of the Group) all as shown
                by the latest audited consolidated balance sheet and profit and
                loss account of the Group delivered under this Deed but after:

                (a)     deducting any debit balance on such consolidated profit
                        and loss account;

                (b)     deducting any amount shown in such consolidated balance
                        sheet in respect of goodwill (including goodwill arising
                        on consolidation) and other intangible assets;

                (c)     deducting (so far as not otherwise excluded as
                        attributable to minority interests) a sum equal to the
                        aggregate of the amount by which the book value of any
                        fixed assets of any member of the Group has been written
                        up after 31 December 2005 (or, in the case of a company
                        becoming a subsidiary after that date, the date on which
                        that company became a subsidiary) by way of revaluation.
                        For the purposes of this paragraph (c) any increase in
                        the book value of any fixed asset resulting from its
                        transfer by one member of the Group to another member of
                        the Group shall be deemed to result from a writing up of
                        its book value by way of revaluation;

                (d)     excluding amounts set aside for taxation as at the date
                        of such balance sheet and making such adjustments as may
                        be appropriate in respect of any significant additional
                        taxation expected to result from transactions carried
                        out by any member of the Group after such date and not
                        reflected in that balance sheet;

                (e)     deducting all amounts attributable to minority interests
                        in Subsidiaries;

                (f)     making such adjustments as may be appropriate in respect
                        of any variation in the amount of such paid up share
                        capital or any such reserves after the date of the
                        relevant balance sheet (but so that no such adjustment
                        shall be made in respect of any variation in profit and
                        loss account except to the extent of any profit or loss,
                        calculated on a cumulative basis, recorded in the
                        consolidated profit and loss account of the Group
                        delivered to the Mortgagee before the date of this Deed,
                        or under clause 7.1.1 in respect of any subsequent
                        period);

                (g)     making such adjustments as may be appropriate in respect
                        of any distribution declared, recommended or made by any
                        member of the Group (otherwise than attributable
                        directly or indirectly to the Charter Guarantor) out of
                        profits earned up to and including the date of the
                        latest audited balance sheet of that member of the Group
                        to the extent that such distribution is not provided for
                        in that balance sheet;

                (h)     making such adjustments as may be appropriate in respect
                        of any variation in the interests of the Charter
                        Guarantor in its Subsidiaries since the date of the
                        latest published audited consolidated balance sheet of
                        the Group;

                (i)     if the calculation is required for the purpose of or in
                        connection with a transaction under or in connection
                        with which any company is to become or cease to be a
                        Subsidiary of the Charter Guarantor, making all such
                        adjustments as would be appropriate if that transaction
                        had been carried into effect; and

                (j)     making such adjustments as may be appropriate in the
                        opinion of the Mortgagee in order that the above amounts
                        are calculated in accordance with the Original
                        Accounting Principles;

                "Earnings" means all earnings of the Ship payable under or
                pursuant to any charters entered into by the Charterer in
                respect of the employment of the Ship;

                "Encumbrance" means any mortgage, charge (whether fixed or
                floating), pledge, lien, hypothecation, assignment, trust
                arrangement or security interest or other encumbrance of any
                kind securing any obligation of any person or any type of
                preferential arrangement (including without limitation title
                transfer and/or retention arrangements having a similar effect);

                "Excess Cash Flow" means any Earnings of the Ship minus (a) the
                aggregate of the Charter Earnings and (b) the operating expenses
                in relation to the Ship;

                "Finance Lease" means a lease treated as a finance lease
                pursuant to the Applicable Accounting Principles.

                "Group" means, together, the Charter Guarantor and its
                Subsidiaries and "member of the Group" means any of them;

                "Net Asset Value" means, at any relevant time, the amount in
                Dollars resulting after deducting the Total Debt from the Total
                Market Value Adjusted Assets, in either case at such time;

                "Original Accounting Principles" means those accounting
                principles, standards and practices which were used in the
                preparation of the consolidated audited financial statements of
                the Group as at 31 December 2005, and for the year then ended
                and, to the extent that they do not conflict with those
                principles, standards and practices, such other accounting
                principles, standards and practices as were generally acceptable
                in the United States of America on 31 December 2005;

                "Total Debt" means the aggregate principal amount (including any
                fixed or minimum premium payable on final repayment) of:

                (a)     moneys borrowed or raised by the Charter Guarantor and
                        its Subsidiaries;

                (k)     bonds, notes, loan stock, debentures, commercial paper
                        or other debt securities issued by the Charter Guarantor
                        or any of its Subsidiaries not for the time being
                        beneficially owned by the Charter Guarantor or any of
                        its Subsidiaries;

                (l)     sums outstanding under acceptances by the Charter
                        Guarantor or any of its Subsidiaries or by any bank or
                        acceptance house under acceptance credits opened on
                        behalf of the Charter Guarantor or any Subsidiary;

                (m)     deferred indebtedness of the Charter Guarantor or any of
                        its Subsidiaries for payment of the acquisition or
                        construction price for assets or services acquired or
                        constructed;

                (n)     rental payments under Finance Leases;

                (o)     receivables sold or discounted with a right of recourse
                        to the Charter Guarantor or any of its Subsidiaries;

                (p)     the nominal amount of any issued and paid up share
                        capital (other than equity share capital) of any
                        Subsidiary not beneficially owned by the Charter
                        Guarantor or another Subsidiary;

                (q)     preference share capital redeemable prior to the last
                        day of the period of the Charter;

                (r)     indebtedness secured by any Encumbrance over all or any
                        part of the undertaking, property, assets, rights or
                        revenues of the Charter Guarantor or any of its
                        Subsidiaries irrespective of whether or not such
                        indebtedness is supported by a personal covenant on the
                        part of the Charter Guarantor or any of its
                        Subsidiaries;

                (s)     indebtedness incurred in respect of swaps, forward
                        exchange contracts, futures or other derivatives;

                (t)     any other liability arising from a transaction having
                        the commercial effect of a borrowing or the raising of
                        money;

                (u)     obligations under guarantees in respect of the
                        obligations of any other person which, if such person
                        were the Charter Guarantor or a Subsidiary, would fall
                        within paragraphs (a) to (k) above,

PROVIDED THAT:

                        (i)     moneys owing by the Charter Guarantor to a
                                Subsidiary or by a Subsidiary to the Charter
                                Guarantor or to another Subsidiary shall not be
                                taken into account;

                        (ii)    the principal amount of Total Debt deemed to be
                                outstanding in relation to Finance Leases or
                                hire purchase agreements shall be the present
                                value of the minimum lease or hire payments
                                discounted at the interest rate implicit in the
                                relevant lease or hire purchase agreement; and

                "Total Market Value Adjusted Assets" means the aggregate of:

                (a)     the value (less depreciation computed in accordance with
                        generally accepted international accounting principles
                        consistently applied) on a consolidated basis of all
                        tangible fixed assets of the Group, as stated in the
                        relevant consolidated financial statements of the Group,
                        but excluding any ships at the relevant time owned by
                        members of the Group which, for the purposes of such
                        consolidated financial statements, are included in the
                        consolidated tangible fixed assets of the Group (for the
                        purposes of clauses 7.2 and 7.3, the "Relevant Ships");
                        and

                (v)     the aggregate of the market value of the Relevant Ships,
                        as such market value shall have been most recently
                        determined (as of the date of the relevant calculation)
                        pursuant to the provisions of clause 7.3 of this Deed by
                        means of valuations obtained by the Mortgagee in
                        accordance with the provisions of clause 7.3 of this
                        Deed (and not the value of the Relevant Ships as stated
                        in the relevant consolidated financial statements of the
                        Group).

        7.2.7   All the terms defined in this clause 7.2 and used in this Deed
                are to be determined on a consolidated basis in respect of the
                Group and (except as items are expressly included or excluded in
                the relevant definition or clause) are used and shall be
                construed in accordance with Applicable Accounting Principles
                and as determined from the latest consolidated financial
                statements of the Group delivered to the Mortgagee pursuant to
                clause 7.1.1.

        7.2.8   The compliance of the Charter Guarantor with the covenants set
                out in clauses 7.2.1, 7.2.4 and 7.2.5 shall be determined on the
                basis of calculations made by the Mortgagee at any time by
                reference to then latest consolidated financial statements of
                the Group delivered to the Mortgagee pursuant to clause 7.1.1.
                For the avoidance of doubt, it is hereby agreed that the
                Mortgagee shall be entitled to make such determinations and/or
                calculations at any time when, and in relation to any period in
                relation to which, the Charter Guarantor shall be obliged to
                comply with each of the covenants out in clauses 7.2.1, 7.2.4
                and 7.2.5 without regard to when any such financial statements
                are due to be delivered or have been actually delivered to the
                Mortgagee pursuant to clause 7.1.

        7.2.9   For the purposes of this clause 7.2:

                (a)     no item shall be deducted or credited more than once in
                        any calculation; and

                (b)     any amount expressed in a currency other than Dollars
                        shall be converted into Dollars in accordance with
                        Applicable Accounting Principles.

7.3     Valuation of Relevant Ships

        7.3.1   Valuations

                Each of the Relevant Ships shall, for the purposes of this
                clause 7, be valued in Dollars as and when the Mortgagee shall
                require. Each such valuation of a Relevant Ship shall be made by
                an independent firm of shipbrokers appointed by the Mortgagee.
                Such valuation shall be made without, unless required by the
                Mortgagee, physical inspection, and on the basis of a sale for
                prompt delivery for cash at arm's length, on normal commercial
                terms as between a willing buyer and a willing seller and
                without taking into account the benefit of any charterparty or
                other employment of such Relevant Ship. The value of each of the
                Relevant Ships determined in accordance with the provisions of
                this clause 7.3 shall be binding upon the parties hereto for the
                purposes of calculating the Total Market Value Adjusted Assets
                until such time as any further such valuations shall be
                obtained.

        7.3.2   Information

                The Charter Guarantor undertakes to the Mortgagee to supply to
                the Mortgagee and to any such shipbroker such information
                concerning any Relevant Ship and its condition as such
                shipbrokers may reasonably require for the purpose of making any
                such valuation.

        7.3.3   Costs

                All costs in connection with the Mortgagee obtaining any
                valuation of each of the Relevant Ships referred to in clause
                7.3.1 shall be borne by the Owner.

8       Covenants concerning insurance and operational matters

8.1     Covenants

        The Charterer hereby covenants with the Mortgagee (as security agent and
        trustee for and on behalf of the Secured Creditors) and undertakes
        throughout the Charter Period:

        8.1.1   Insurance

                (a)     Insured risks, amounts and terms

                        to insure and keep the Ship insured free of cost and
                        expense to the Mortgagee and in the joint names only of
                        the Owner and the Charterer or, if so required by the
                        Mortgagee, in the joint names of the Owner, the
                        Mortgagee and the Charterer (but without liability on
                        the part of the Mortgagee for premiums or calls):

                        (i)     against fire and usual marine risks (including
                                excess risks) and war risks, on an agreed value
                                basis, in such amounts and upon such terms as
                                shall from time to time be acceptable to the
                                Mortgagee. For the avoidance of doubt, the
                                Charterer hereby covenants with the Mortgagee
                                and undertakes throughout the Security Period to
                                ensure that the Ship will be insured for not
                                less than the greater of:

                                (A)     the value of the Ship for the time being
                                        (as determined by the Mortgagee pursuant
                                        to clause 8.2.2 of the Loan Agreement);
                                        and

                                (B)     such amount as will, when aggregated
                                        with the amounts of the equivalent
                                        insurance of the Other Ships, be at
                                        least equal to one hundred and thirty
                                        per cent (130%) of the aggregate of the
                                        Loan and the Swap Exposure (as such
                                        expression is defined in the Loan
                                        Agreement);

                        (ii)    and upon such terms as should from time to time
                                be approved in writing by the Mortgagee;

                        (iii)   against protection and indemnity risks
                                (including pollution risks for the highest
                                amount in respect of which cover is or may
                                become available for ships of the same type,
                                size, age and flag as the Ship and a freight,
                                demurrage and defence cover) for the full value
                                and tonnage of the Ship (as approved in writing
                                by the Mortgagee) and upon such terms as shall
                                from time to time be approved in writing by the
                                Mortgagee; and

                        (iv)    in respect of such other matters of whatsoever
                                nature and howsoever arising in respect of which
                                insurance would be maintained by a prudent owner
                                of the Ship.

                        and to pay to the Mortgagee the cost (as conclusively
                        certified by the Mortgagee) of (A) any mortgagee's
                        interest insurance (including, if the Mortgagee shall so
                        require, mortgagee's additional perils (including all
                        P&I risks) coverage) which the Mortgagee may from time
                        to time effect in respect of the Ship upon such terms in
                        such amounts as it shall deem desirable and (B) any
                        other insurance cover which the Mortgagee may from time
                        to time effect in respect of the Ship and/or in respect
                        of its interest or potential third party liability as
                        mortgagee of the Ship as the Mortgagee shall deem
                        desirable having regard to any limitations in respect of
                        amount or extent of cover which may from time to time be
                        applicable to any of the other insurances referred to in
                        this clause 8.1.1(a);

                (b)     Approved brokers, insurers and associations

                        to effect the insurances aforesaid in such currency as
                        the Mortgagee may approve and through the Approved
                        Brokers and with such insurance companies and/or
                        underwriters as shall from time to time be approved in
                        writing by the Mortgagee; provided however that the
                        insurances against war risks and protection and
                        indemnity risks may be effected by the entry of the Ship
                        with such war risks and protection and indemnity
                        associations as shall from time to time be approved in
                        writing by the Mortgagee;

                (c)     Fleet liens, set-off and cancellation

                        if any of the insurances referred to in clause 8.1.1(a)
                        form part of a fleet cover, to procure that the Approved
                        Brokers shall undertake to the Mortgagee that they shall
                        neither set off against any claims in respect of the
                        Ship any premiums due in respect of other vessels under
                        such fleet cover or any premiums due for other
                        insurances, nor cancel the insurance for reason of
                        non-payment of premiums for other vessels under such
                        fleet cover or of premiums for such other insurances,
                        and shall undertake to issue a separate policy in
                        respect of the Ship if and when so requested by the
                        Mortgagee;

                (d)     Payment of premiums and calls

                        punctually to pay all premiums, calls, contributions or
                        other sums payable in respect of all such insurances and
                        to produce all relevant receipts or other evidence of
                        payment when so required by the Mortgagee;

                (e)     Renewal

                        at least 14 days before the relevant policies, contracts
                        or entries expire, to notify the Mortgagee of the names
                        of the brokers and/or the war risks and protection and
                        indemnity associations proposed to be employed by the
                        Charterer or any other party for the purposes of the
                        renewal of such insurances and of the amounts in which
                        such insurances are proposed to be renewed and the risks
                        to be covered and, subject to compliance with any
                        requirements of the Mortgagee pursuant to this clause
                        8.1.1, to procure that appropriate instructions for the
                        renewal of such insurances on the terms so specified are
                        given to the Approved Brokers and/or to the approved war
                        risks and protection and indemnity associations at least
                        10 days before the relevant policies, contracts or
                        entries expire, and that the Approved Brokers and/or the
                        approved war risks and protection and indemnity
                        associations will at least 7 days before such expiry (or
                        within such shorter period as the Mortgagee may from
                        time to time agree) confirm in writing to the Mortgagee
                        as and when such renewals have been effected in
                        accordance with the instructions so given;

                (f)     Guarantees

                        to arrange for the execution and delivery of such
                        guarantees or indemnities as may from time to time be
                        required by any protection and indemnity or war risks
                        association;

                (g)     Hull policy documents, notices, loss payable clauses and
                        brokers' undertakings

                        to deposit with the Approved Brokers (or procure the
                        deposit of) all slips, cover notes, policies,
                        certificates of entry or other instruments of insurance
                        from time to time issued in connection with such of the
                        insurances referred to in clause 8.1.1(a) as are
                        effected through the Approved Brokers and procure that
                        the interest of the Mortgagee shall be endorsed thereon
                        by incorporation of the relevant Loss Payable Clause
                        and, where the Insurances have been assigned to the
                        Mortgagee, by means of a Notice of Assignment of
                        Insurances (signed by the Owner and the Charterer and by
                        any other assured who shall have assigned its interest
                        in the Insurances to the Mortgagee) and that the
                        Mortgagee shall be furnished with pro forma copies
                        thereof and a letter or letters of undertaking from the
                        Approved Brokers in such form as shall from time to time
                        be required by the Mortgagee;

                (h)     Associations' loss payable clauses, undertakings and
                        certificates

                        to procure that any protection and indemnity and/or war
                        risks associations in which the Ship is for the time
                        being entered shall endorse the relevant Loss Payable
                        Clause on the relevant certificate of entry or policy
                        and shall furnish the Mortgagee with a copy of such
                        certificate of entry or policy and a letter or letters
                        of undertaking in such form as shall from time to time
                        be required by the Mortgagee;

                (i)     Extent of cover and exclusions

                        to take all necessary action and comply with all
                        requirements which may from time to time be applicable
                        to the Insurances (including, without limitation, the
                        making of all requisite declarations within any
                        prescribed time limits and the payment of any additional
                        premiums or calls) so as to ensure that the Insurances
                        are not made subject to any exclusions or qualifications
                        to which the Mortgagee has not given its prior written
                        consent and are otherwise maintained on terms and
                        conditions from time to time approved in writing by the
                        Mortgagee;

                (j)     Correspondence with brokers and associations

                        to provide to the Mortgagee, at the time of each such
                        communication, copies of all written communications
                        between the Charterer and the Approved Brokers and
                        approved war risks and protection and indemnity
                        associations which relate to compliance with
                        requirements from time to time applicable to the
                        Insurances including, without limitation, all requisite
                        declarations and payments of additional premiums or
                        calls referred to in clause 8.1.1(1);

                (k)     Collection of claims

                        to do all things necessary and provide all documents,
                        evidence and information to enable the Mortgagee to
                        collect or recover any moneys which shall at any time
                        become due in respect of the Insurances;

                (l)     Employment of Ship

                        not to employ the Ship or suffer the Ship to be employed
                        otherwise than in conformity with the terms of the
                        Insurances (including any warranties express or implied
                        therein) without first obtaining the consent of the
                        insurers to such employment and complying with such
                        requirements as to extra premium or otherwise as the
                        insurers may prescribe; and

                (m)     Application of recoveries

                        to apply all sums receivable under the Insurances which
                        are paid to it in accordance with the Loss Payable
                        Clauses in repairing all damage and/or in discharging
                        the liability in respect of which such sums shall have
                        been received;

        8.1.2   Ship's registration

                not to do or suffer to be done anything, or omit to do anything
                the doing or omission of which could or might result in one
                registration of Ship as a Liberian ship being forfeited or
                imperilled or which could or might result in the Ship being
                required to be registered under any other flag than the Liberian
                flag and not to register the Ship or permit its registration
                under any other flag without the prior written consent of the
                Mortgagee;

        8.1.3   Repair

                to keep the Ship in a good and efficient state of repair and
                procure that all repairs to or replacement of any damaged, worn
                or lost parts or equipment are effected in such manner (both as
                regards workmanship and quality of materials) as not to diminish
                the value of the Ship;

        8.1.4   Modification; removal of parts; equipment owned by third parties

                not without the prior written consent of the Mortgagee to, or
                suffer any other person to:

                (a)     make any modification to the Ship in consequence of
                        which her structure, type or performance characteristics
                        could or might be materially altered or her value
                        materially reduced; or

                (b)     remove any material part of the Ship or any equipment
                        the value of which is such that its removal from the
                        Ship would materially reduce the value of the Ship
                        without replacing the same with equivalent parts or
                        equipment which are owned by the Owner free from
                        Encumbrances; or

                (c)     install on the Ship any equipment owned by a third party
                        which cannot be removed without causing damage to the
                        structure or fabric of the Ship;

        8.1.5   Maintenance of class; compliance with regulations

                to maintain the Classification as the class of the Ship and to
                comply with and ensure that the Ship at all times complies with
                the provisions of the Merchant Shipping Acts and all regulations
                and requirements (statutory or otherwise) from time to time
                applicable to vessels registered under the laws and flag of the
                Flag State or otherwise applicable to the Ship;

        8.1.6   Surveys

                to submit the Ship to continuous surveys and such periodical or
                other surveys as may be required for classification purposes and
                to supply to the Mortgagee copires of all survey reports issued
                in respect thereof;

        8.1.7   Inspection

                to ensure that the Mortgagee, by surveyors or other persons
                appointed by it for such purpose, may board the Ship at all
                reasonable times for the purpose of inspecting her and to afford
                all proper facilities for such inspections and for this purpose
                to give the Mortgagee reasonable advance notice of any intended
                drydocking of the Ship (whether for the purpose of
                classification, survey or otherwise);

        8.1.8   Prevention of and release from arrest

                promptly to pay and discharge all debts, damages, liabilities
                and outgoings whatsoever which have given or may give rise to
                maritime, statutory or possessory liens on, or claims
                enforceable against, the Ship, her Insurances or any part
                thereof and, in the event of a writ or libel being filed against
                the Ship, her Insurances or any part thereof, or of any of the
                same being arrested, attached or levied upon pursuant to legal
                process or purported legal process or in the event of detention
                of the Ship in exercise or purported exercise of any such lien
                or claim as aforesaid, to procure the release of the Ship, her
                Insurances from such arrest, detention attachment or levy or, as
                the case may be, the discharge of the writ or libel forthwith
                upon receiving notice thereof by providing bail or procuring the
                provision of security or otherwise as the circumstances may
                require;

        8.1.9   Employment

                not to employ the Ship or permit her employment in any manner,
                trade or business which is forbidden by Liberian law, or which
                is unlawful or illicit under the law of any relevant
                jurisdiction, or in carrying illicit or prohibited goods, or in
                any manner whatsoever which may render her liable to
                condemnation in a prize court, or to destruction, seizure,
                confiscation, penalty or sanctions and, in the event of
                hostilities in any part of the world (whether war be declared or
                not), not to employ the Ship or permit her employment in
                carrying any contraband goods, or enter or trade to or to
                continue to trade in any zone which has been declared a war zone
                by any Government Entity or by the Ship's war risks insurers
                unless the prior written consent of the Mortgagee is obtained
                and such special insurance cover as the Mortgagee may require
                shall have been effected by the Charterer and at the expense of
                the Charterer;

        8.1.10  Information

                promptly to furnish the Mortgagee with all such information as
                it may from time to time require regarding the Ship, her
                employment, position and engagements, particulars of all towages
                and salvages, and copies of all charters and other contracts for
                her employment, or otherwise howsoever concerning it;

        8.1.11  Notification of certain events

                to notify the Mortgagee forthwith by facsimile thereafter
                confirmed by letter of:

                (a)     any damage to the Ship requiring repairs the cost of
                        which will or might exceed the Casualty Amount;

                (b)     any occurrence in consequence of which the Ship has or
                        may become a Total Loss;

                (c)     any requisition of the Ship for hire;

                (d)     any requirement or recommendation made by any insurer or
                        the Classification Society or by any competent authority
                        which is not, or cannot be, complied with in accordance
                        with its terms; or

                (e)     any arrest or detention of the Ship or any exercise or
                        purported exercise of a lien or other claim on the Ship
                        or the Insurances or any part thereof;

                (f)     any petition or notice of meeting to consider any
                        resolution to wind-up the Charterer (or any event
                        analogous thereto under the laws of the place of its
                        incorporation); or

                (g)     the occurrence of any Default;

        8.1.12  Payment of outgoings and evidence of payments

                promptly to pay all tolls, dues and other outgoings whatsoever
                in respect of the Ship and the Ship's Insurances and to keep
                proper books of account in respect of the Ship and, as and when
                the Mortgagee may so require, to make such books available for
                inspection on behalf of the Mortgagee, and to furnish
                satisfactory evidence that the wages and allotments and the
                insurance and pension contributions of the Master and crew are
                being promptly and regularly paid and that all deductions from
                crew's wages in respect of any applicable tax liability are
                being properly accounted for and that the Master has no claim
                for disbursements other than those incurred by him in the
                ordinary course of trading on the voyage then in progress;

        8.1.13  Repairers' liens

                not without the prior written consent of the Mortgagee to put
                the Ship into the possession of any person for the purpose of
                work being done upon her in an amount exceeding or likely to
                exceed the Casualty Amount unless such person shall first have
                given to the Mortgagee in terms satisfactory to it, a written
                undertaking not to exercise any lien on the Ship for the cost of
                such work or otherwise;

        8.1.14  Chartering

                save for any charter disclosed by the Charterer to the Mortgagee
                in writing and agreed by the Mortgagee in writing, in either
                case prior to the date of this Deed, not without the prior
                written consent of the Mortgagee (which the Mortgagee shall have
                full liberty to withhold) and, if such consent is given, only
                subject to such conditions as the Mortgagee may impose, to let
                the Ship:

                (a)     on demise charter for any period;

                (b)     by any time or consecutive voyage charter for a term
                        which exceeds or which by virtue of any optional
                        extensions therein contained might exceed twelve (12)
                        months' duration;

                (c)     on terms whereby more than two (2) months' hire (or the
                        equivalent) is payable in advance; or

                (d)     below the market rate prevailing at the time when the
                        Ship is fixed or other than on arms' length terms;

        8.1.15  Sharing of Earnings

                not without the prior written consent of the Mortgagee (and then
                only subject to such conditions as the Mortgagee may impose) to
                enter into any agreement or arrangement whereby the Earnings may
                be shared with any other person;

        8.1.16  Manager

                not without the prior written consent of the Mortgagee to
                appoint a manager of the Ship other than the Commercial Manager
                (as such term is defined in the Loan Agreement), or terminate or
                amend the terms of the Spotless Commercial Management Agreement
                (as such term is defined in the Loan Agreement);

        8.1.17  Notice of Mortgage

                to place and at all times and places to retain a properly
                certified copy of the Mortgage (which shall form part of the
                Ship's documents) on board the Ship with her papers and cause
                such certified copy of the Mortgage to be exhibited to any and
                all persons having business with the Ship which might create or
                imply any commitment or encumbrance whatsoever on or in respect
                of the Ship (other than a lien for crew's wages and salvage) and
                to any representative of the Mortgagee and to place and keep
                prominently displayed in the navigation room and in the Master's
                cabin of the Ship a framed printed notice in plain type reading
                as follows:

                              "NOTICE OF MORTGAGE"

                This Ship is subject to a first priority mortgage in favour of
                FORTIS BANK (NEDERLAND) N.V. of Coolsingel 93, 3012 AE
                Rotterdam, The Netherlands. Under the said mortgage, neither the
                Owner nor any charterer nor the Master of this Ship has any
                right, power or authority to create, incur or permit to be
                imposed upon this Ship any commitments or encumbrances
                whatsoever other than for crew's wages and salvage"

                and in terms of the said notice it is hereby agreed that save
                and subject as otherwise herein provided, neither the Owner nor
                the Charterer nor any other charterer nor the Master of the Ship
                nor any other person has any right, power or authority to
                create, incur or permit to be imposed upon the Ship any lien
                whatsoever other than for crew's wages and salvage;

        8.1.18  Anti-drug abuse

                without prejudice to clause 8.1.9, to take all necessary and
                proper precautions to prevent any infringements of the Anti-Drug
                Abuse Act of 1986 of the United States of America or any similar
                legislation applicable to the Ship in any jurisdiction in or to
                which the Ship shall be employed or located or trade or which
                may otherwise be applicable to the Ship and/or the Owner and/or
                the Charterer and, if the Mortgagee shall so require, to enter
                into a "Carrier Initiative Agreement" with the United States
                Customs and Border Protection and to procure that the same
                agreement (or any similar agreement hereafter introduced by any
                Government Entity of the United States of America) is maintained
                in full force and effect and performed by the Charterer;

        8.1.19  Compliance with environmental laws

                to comply with, and procure that all Environmental Affiliates of
                the Charterer comply with, all Environmental Laws including,
                without limitation, requirements relating to manning submission
                of oil response plans, designations of qualified individuals and
                establishment of financial responsibility and to obtain and
                comply with, and procure that all Environmental Affiliates of
                the Charterer obtain and comply with, all Environmental
                Approvals;

        8.1.20  Compliance with Code

                comply and will procure that any Operator will comply with and
                ensure that the Ship and any Operator will comply with the
                requirements of the Code, including (but not limited to) the
                maintenance and renewal of valid certificates pursuant thereto
                throughout the Security Period;

        8.1.21  Withdrawal of DOC and SMC

                procure that any Operator will, immediately inform the Mortgagee
                if there is any threatened or actual withdrawal of its DOC or
                the SMC in respect of the Ship;

        8.1.22  Issuance of DOC and SMC

                procure that any Operator will, promptly inform the Mortgagee
                upon the issue to the Owner or any Operator of a DOC and to the
                Ship of an SMC or the receipt by the Owner or any Operator of
                notification that its application for the same has been refused;
                and

        8.1.23  ISPS Code compliance

                and will procure that any Operator of the Ship will:

                (a)     maintain at all times a valid and current ISSC;

                (b)     in respect of such Ship;

                (c)     immediately notify the Mortgagee in writing of any
                        actual or threatened suspension, cancellation or
                        modification of the ISSC in respect of the Ship;

                (d)     procure that the Ship will comply at all times with the
                        ISPS Code. 8.2 Substitute performance of Mortgage

8.2     Substitute performance of Mortgage

        To the extent that, pursuant to the Charter or this Deed, the Charterer
        duly performs and discharges (or procures the performance and discharge
        of) the duties and liabilities undertaking by the Owner in the Mortgage,
        then such performance and discharge of the said duties and liabilities
        by the Charterer shall, to that extent, be deemed to be proper and due
        performance and discharge of the Owner's duties and liabilities under
        the Mortgage. 9 Powers of Mortgagee to protect security and remedy
        defaults

9.1     Protective action

        The Mortgagee (as security agent and trustee on behalf of the Secured
        Creditors) shall, without prejudice to its other rights, powers and
        remedies under any of the Security Documents, 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 the
        other Security Documents, and all Expenses attributable thereto shall be
        payable by the Owner on demand.

9.2     Remedy of defaults

        Without prejudice to the generality of the provisions of clause 9.1:

        9.2.1   if the Charterer fails to comply with any of the provisions of
                clause 8.1.1 the Mortgagee shall be entitled (but not bound) to
                effect and thereafter to maintain all such insurances upon the
                Ship as in its discretion it may think fit in order to procure
                the compliance with such provisions or alternatively, to require
                the Ship (at the Charterer's risk) to remain in, or to proceed
                to and remain in a port designated by the Mortgagee until such
                provisions are fully complied with;

        9.2.2   if the Charterer fails to comply with any of the provisions of
                clauses 8.1.3, 8.1.5 or 8.1.6, the Mortgagee shall be entitled
                (but not bound) to arrange for the carrying out of such repairs,
                changes or surveys as it may deem expedient or necessary in
                order to procure the compliance with such provisions; and

        9.2.3   if the Charterer fails to comply with any of the provisions of
                clause 8.1.8, the Mortgagee shall be entitled (but not bound) to
                pay and discharge all such debts, damages, liabilities and
                outgoings as are therein mentioned and/or to take any such
                measures as it may deem expedient or necessary for the purpose
                of securing the release of the Ship in order to procure the
                compliance with such provisions,

                and the Expenses attributable to the exercise by the Mortgagee
                of any such powers shall be payable by the Owner to the
                Mortgagee on demand.

10      Powers of Mortgagee on Event of Default

10.1    Powers

        Upon the happening of any Event of Default, the Mortgagee (as security
        agent and trustee for and on behalf of the Secured Creditors) shall
        become forthwith entitled by notice given to the Owner in accordance
        with the provisions of clause 10.2 of the Loan Agreement or, as regards
        the Master Swap Agreement, in accordance with the relevant terms of the
        Master Swap Agreement, to declare the Outstanding Indebtedness (which
        expression, for the avoidance of doubt, includes the Master Swap
        Agreement Liabilities) to be due and payable immediately or in
        accordance with such notice, whereupon the Outstanding Indebtedness
        (which expression, for the avoidance of doubt, includes the Master Swap
        Agreement Liabilities) shall become so due and payable and (whether or
        not the Mortgagee shall have given any such notice) the Mortgagee shall
        become forthwith entitled, as and when it may see fit, to put into force
        and exercise in relation to the Owner's Assigned Property and/or the
        Charterer's Assigned Property or any part thereof all or any of the
        rights, powers and remedies possessed by it as mortgagee and/or assignee
        of the Owner's Assigned Property and/or the Charterer's Assigned
        Property (whether at law, by virtue of the Mortgage and this Deed or
        otherwise) and in particular (without limiting the generality of the
        foregoing):

        10.1.1  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 Mortgagee may nominate;

        10.1.2  to collect, recover, compromise and give a good discharge for,
                all claims then outstanding or thereafter arising under the
                Insurances or any of them or in respect of any other part of the
                Owner's Assigned Property and/or the Charterer's Assigned
                Property, and to take over or institute (if necessary using the
                name of the Owner or, as the case may be, the Charterer) all
                such proceedings in connection therewith as the Mortgagee in its
                absolute discretion thinks fit, and, in the case of the
                Insurances, to permit the brokers through whom collection or
                recovery is effected to charge the usual brokerage therefore;

        10.1.3  to discharge, compound, release or compromise claims in respect
                of the Ship or any other part of the Owner's Assigned Property
                and/or the Charterer's Assigned Property which have given or may
                give rise to any charge or lien or other claim on the Ship or
                any other part of the Owner's Assigned Property and/or the
                Charterer's Assigned Property or which are or may be enforceable
                by proceedings against the Ship or any other part of the Owner's
                Assigned Property and/or the Charterer's Assigned Property; and

        10.1.4  to recover from the Owner on demand all Expenses incurred or
                paid by the Mortgagee in connection with the exercise of the
                powers (or any of them) referred to in this clause 10.1.

10.2    Liability of Mortgagee

        The Mortgagee shall not be liable as mortgagee in possession in respect
        of all or any of the Owner's Assigned Property and/or the Charterer's
        Assigned Property to account or be liable for any loss upon realisation
        or for any neglect or default of any nature whatsoever in connection
        therewith for which a mortgagee in possession may be liable as such. 11
        Application of moneys

11.1    Application

        All moneys received by the Mortgagee (as security agent and trustee for
        and on behalf of the Secured Creditors) in respect of:

        11.1.1  recovery under the Insurances (other than under any loss of
                earnings insurance and any such sum or sums as may have been
                received by the Mortgagee (as security agent and trustee for and
                on behalf of the Secured Creditors) in accordance with the
                relevant Loss Payable Clause in respect of a major casualty as
                therein defined and paid over to the Charterer as provided in
                clause 3.1.2 or which fall to be otherwise applied under clause
                11.3);

        11.1.2  Requisition Compensation; and

        11.1.3  the Owner's Assigned Property,

                shall be held by it upon trust in the first place to pay or make
                good the Expenses and the balance shall:

                (a)     in the case of moneys received in respect of sale of the
                        Ship or recovery under the Insurances in relation to a
                        Total Loss of the Ship or her Requisition Compensation:

                        (i)     if no Default has occurred and is continuing, be
                                applied in making such prepayment as the
                                Mortgagee may require in accordance with clause
                                4.3 of the Loan Agreement and in or towards any
                                payments required pursuant to clause 4.4 of the
                                Loan Agreement and the balance, if any, shall be
                                paid to the Owner; or

                        (ii)    if a Default has occurred and is continuing but
                                no Event of Default has occurred, be retained by
                                the Mortgagee on a suspense account until such
                                time as such Default is remedied and no other
                                Default has occurred and is continuing
                                (whereupon such moneys shall be applied in
                                accordance with clause 4.3 of the Loan Agreement
                                and in or towards any payments required pursuant
                                to clause 4.4 of the Loan Agreement) and the
                                balance, if any, shall be paid to the Owner
                                provided that, until applied in accordance with
                                clause 4.3 of the Loan Agreement and in or
                                towards any payments required pursuant to clause
                                4.4 of the Loan Agreement or paragraph (b)
                                below, moneys so retained shall be applied by
                                the Mortgagee in or towards satisfaction of any
                                sums from time to time accruing due and payable
                                by the Owner under the Security Documents or any
                                of them by virtue of payment demanded thereunder
                                in each case as the Mortgagee may in its
                                absolute discretion determine; and

                (b)     in any case, if an Event of Default has occurred, be
                        applied by the Mortgagee in the manner specified in
                        clause 13.1 of the Loan Agreement and/or (at the
                        absolute discretion of the Mortgagee) in accordance with
                        sub-clause (a)(ii) above,

                and the surplus (if any) shall be paid to the Owner, the
                Charterer or such other person as may for the time being be
                entitled thereto.

11.2    Shortfalls

        In the event that the balance referred to in clause 11.1 is insufficient
        to pay in full the whole of the Outstanding Indebtedness, the Mortgagee
        shall be entitled to collect the shortfall from the Owner or any other
        person liable for the time being therefore.

11.3    Application of Insurances received by Mortgagee

        Any moneys received by the Mortgagee in respect of the Insurances (other
        than in respect of recovery under any loss of earnings insurance or in
        respect of a Total Loss) pursuant to the Mortgage and/or the assignments
        by the Charterer contained in clause 3.1 shall:

        11.3.1  if received by the Mortgagee, or in the hands of the Mortgagee
                after the occurrence of a Default but prior to the occurrence of
                an Event of Default, be retained by the Mortgagee and shall be
                paid over by the Mortgagee to the Charterer (during the Charter
                Period) at such times, in such amounts and for such purposes
                and/or shall be applied by the Mortgagee in or towards
                satisfaction of any sums from time to time accruing due and
                payable by the Owner or the other Borrowers under the Security
                Documents or any of them or by virtue of payment demanded
                thereunder, in each case the Mortgagee may in its absolute
                discretion determine; and

        11.3.2  if received by the Mortgagee, or in the hands of the Mortgagee,
                after the occurrence of an Event of Default, be applied by the
                Mortgagee in the manner specified in clause 11.1 and/or clause
                11.3, as the Mortgagee may in its absolute discretion determine.

12      Remedies cumulative and other provisions

12.1    No implied waivers; remedies cumulative

        No failure or delay on the part of the Mortgagee and/or the Secured
        Creditors or any of them to exercise any right, power or remedy vested
        in it under any of the Security Documents shall operate as a waiver
        thereof, nor shall any single or partial exercise by the Mortgagee
        and/or the Secured Creditors or any of them of any right, power or
        remedy nor the discontinuance, abandonment or adverse determination of
        any proceedings taken by the Mortgagee and/or the Secured Creditors or
        any of them to enforce any right, power or remedy preclude any other or
        further exercise thereof or proceedings to enforce the same or the
        exercise of any other right, power or remedy nor shall the giving by the
        Mortgagee of any consent to any act which by the terms of this Deed
        requires such consent prejudice the right of the Mortgagee to withhold
        or give consent to the doing of any other similar act. The remedies
        provided in the Security Documents are cumulative and are not exclusive
        of any remedies provided by law.

12.2    Delegation

        The Mortgagee shall be entitled, at any time and as often as may be
        expedient, to delegate all or any of the powers and discretions vested
        in it by the Mortgage and this Deed (including the power vested in it by
        virtue of clause 14) or any of the other Security Documents in such
        manner, upon such terms, and to such persons as the Mortgagee in its
        absolute discretion may think fit.

13      Costs and indemnity

13.1    Costs

        The Owner shall pay to the Mortgagee (as security agent and trustee for
        and on behalf of the Secured Creditors) and/or any of the Secured
        Creditors on demand on a full indemnity basis all expenses or
        liabilities of whatsoever nature (including legal fees, fees of
        insurance advisers, printing, out-of-pocket expenses, stamp duties,
        registration fees and other duties or charges) together with any value
        added tax or similar tax payable in respect thereof, incurred by the
        Mortgagee and/or any of the Secured Creditors in connection with the
        enforcement of,. or preservation of any rights under, this Deed or
        otherwise in respect of the Outstanding Indebtedness (which expression,
        for the avoidance of doubt, includes the Master Swap Agreement
        Liabilities) and the security therefor or in connection with the
        preparation, completion, execution or registration of this Deed.

13.2    Mortgagee's indemnity

        The Owner hereby agrees and undertakes to indemnify the Mortgagee and
        each of the Secured Creditors against all losses, actions, claims,
        expenses, demands, obligations and liabilities whatever and whenever
        arising which may now or hereafter be incurred by the Mortgagee and/or
        any of the Secured Creditors, or by any manager, agent, officer or
        employee for whose liability, act or omission it or he may be
        answerable, in respect of, in relation to, or in connection with
        anything done or omitted in the exercise or purported exercise of the
        powers contained this Deed or otherwise in connection therewith and
        herewith or with any part of the Owner and the Owner's Assigned Property
        or the Charterer's Assigned Property or otherwise howsoever in relation
        to, or in connection with, any of the matters dealt with in this Deed.

14      Attorney

14.1    Power

        By way of security, the Owner and the Charterer each hereby irrevocably
        appoints the Mortgagee (as security agent and trustee for and on behalf
        of the Secured Creditors) to be its attorney generally for and in its
        name and on its behalf and as its act and deed or otherwise to execute,
        seal and deliver and otherwise perfect and do all such deeds,
        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 by this Deed or which may be deemed proper in or in
        connection with all or any of the purposes aforesaid. The power hereby
        conferred shall be a general power of attorney under the Powers of
        Attorney Act 1971, and the Owner and the Charterer ratifies and
        confirms, and agrees to ratify and confirm, any deed, assurance,
        agreement, instrument, act or thing which the Mortgagee may execute or
        do pursuant thereto. Provided always that such power shall not be
        exercisable by or on behalf of the Mortgagee until the happening of an
        Event of Default.

14.2    Exercise of power

        The exercise of such power by or on behalf of the Mortgagee shall not
        put any person dealing with the Mortgagee upon any enquiry as to whether
        any Event of Default has happened, nor shall such person be in any way
        affected by notice that no such Event of Default has happened, and the
        exercise by the Mortgagee of such power shall be conclusive evidence of
        the Mortgagee's right to exercise the same.

14.3    Filings

        The Owner and the Charterer each hereby irrevocably appoints the
        Mortgagee (as security agent and trustee for and on behalf of the
        Secured Creditors) to be its attorney in its name and on its behalf and
        as its act and deed or otherwise of it, to agree the form of and to
        execute and do all deeds, instruments, acts and things in order to file,
        record, register or enrol the Mortgage and/or this Deed in any court,
        public office or elsewhere which the Mortgagee may in its discretion
        consider necessary or advisable, now or in the future, to ensure the
        legality, validity, enforceability or admissibility in evidence thereof
        and any other assurance, document, act or thing required to be executed
        by the Owner and the Charterer pursuant to clause 15.

15      Further assurance

        The Charterer hereby further undertakes at its own expense from time to
        time to execute, sign, perfect, do and (if required) register every such
        further assurance, document, act or thing as in the opinion of the
        Mortgagee may be necessary or desirable for the purpose of more
        effectually mortgaging and charging the Charterer's Assigned Property or
        perfecting the security constituted or intended to be constitutedo by
        this Deed. 16 Consent, Termination of Charter and Quiet Enjoyment

16.1    Consent

        In consideration of the Charterer executing this Deed, the Mortgagee
        consents to the entry by the Owner into the Charter and the performance
        of its obligations thereunder.

16.2    Quiet Enjoyment and termination

        In consideration of the undertakings of the Charterer contained in
        clauses 6 and 8 and of the Charter Guarantor contained in clause 7,
        provided (a) the Charterer has not committed a breach of the Charter
        which would entitle the Owner to terminate the Charter (including, but
        not limited to, a failure to pay charterhire in accordance with the
        Charter) or (b) the Charterer has not committed a breach of this Deed or
        (c) the Charterer has not committed a breach of any of the terms of the
        co-ordination deed dated March 2006 made between, inter alios, the
        Charterer and the Mortgagee (the "Co-ordination Deed") or (d) the
        Charterer has not failed to pay any charterhire in accordance with the
        terms of a notice (the "Notice") received by the Owner under the Charter
        Assignment or (e) the Charter Guarantor has not committed a breach of
        this Deed, the Mortgagee agrees that it will not take any action as
        mortgagee against the Ship under (i) the Loan Agreement and (ii) any of
        the other Security Documents, which action would have the effect of
        interfering with the Charterer's quiet enjoyment of the Ship PROVIDED
        ALWAYS THAT:

        16.2.1  nothing in this clause 16 shall prevent the Mortgagee and/or the
                other Creditors from exercising any of their respective rights
                under the Loan Agreement and/or the Security Documents
                (including without limitation, rights thereunder to foreclose,
                take possession of and sell the Ship) if those rights are
                exercised in such a way as to enable the Ship to be available to
                the Charterer during the Charter Period; and

        16.2.2  nothing in this clause 16 shall prevent the Mortgagee and/or the
                other Creditors from joining or intervening in or otherwise
                supporting any proceedings arising from or relating to the
                arrest or detention of the Ship by any other person with a view
                to substantiating, preserving or protecting the Mortgagee and/or
                the other Creditors' interest in the Ship as mortgagee or
                otherwise.

16.3    Termination by Mortgagee

        On the occurrence of:

        16.3.1  an Event of Default; and

        16.3.2  if any event or circumstance shall have occurred which would,
                under the terms of the Charter, entitle the Owner to terminate
                the Charter; or

        16.3.3  if the Charterer shall be in default of any of its obligations
                under this Deed;

        16.3.4  if the Charterer is in breach of any of the terms of the
                Co-ordination Deed;

        16.3.5  if the Charterer shall be in breach of the terms of the Notice;
                or

        16.3.6  if the Charter Guarantor shall be in default of its obligations
                under this Deed,

                the Mortgagee shall be entitled to terminate the Charter by
                notice to the Owner and the Charterer, which notice shall
                operate to terminate the Charter forthwith if the Ship is then
                in port and free of cargo or otherwise upon completion of the
                voyage (including discharge of cargo, if any) upon which the
                Ship was engaged at the time when the notice to determine was
                given and upon any termination of the Charter pursuant to this
                clause 16.3:

                (a)     all obligations whatsoever of the Owner thereunder shall
                        be absolutely discharged and extinguished;

                (b)     if the Charterer shall, at any time prior to such
                        termination, have been in repudiatory breach of the
                        terms of the Charter, such termination by the Mortgagee
                        shall, as between the Owner and the Charterer, operate
                        as an acceptance by the Owner of the Charterer's
                        repudiation of the Charter and the Owner's right to
                        recover damages in respect of such repudiation (as such
                        right has been assigned to the Mortgagee by the Charter
                        Assignment) shall be fully preserved; and

                (c)     the Charterer shall cease to be in possession of the
                        Ship with the consent of the Owner (or with the consent
                        of the Mortgagee as the Owner's assignee) and shall
                        forthwith vacate possession of the Ship in an orderly
                        fashion, Provided that such vacating of possession of
                        the Ship by the Charterer shall not of itself constitute
                        the Mortgagee a mortgagee-in-possession of the Ship.

16.4    Preservation of Owner's rights

        If the circumstances in which the Mortgagee becomes entitled under
        clauses 16.2 or 16.3 to determine the Charter shall constitute or
        include grounds on which the Owner was entitled to determine the same,
        any determination by the Mortgagee shall (as between the Owner and the
        Charterer) operate as an acceptance by the Owner of the Charterer's
        repudiation of the Charter and the Owner's right to recover damages in
        respect of such repudiation shall be fully preserved.

16.5    Remedy of Owner's breach

        Notwithstanding anything herein contained, the Owner shall remain liable
        to perform all the obligations assumed by it under the Charter and the
        Mortgagee shall have no obligations whatsoever thereunder or be under
        any liability whatsoever to the Charterer in event of any failure by the
        Owner to perform its obligations thereunder or hereunder provided
        however that:

        16.5.1  a notice in writing (which shall set out full particulars of the
                matters complained of and which is hereinafter called the
                "notice of complaint") shall be immediately given by the
                Charterer to the Mortgagee in event of any breach or alleged
                breach of the Charter by the Owner by reason whatsoever the
                Charterer claims to be entitled to determine the Charter;

        16.5.2  within fifteen (15) days after receipt by the Mortgagee of any
                notice of complaint by the Mortgagee shall be entitled (but not
                bound) to notify the Charterer in writing of its intention to
                remedy the matters complained of by such notice of complaint and
                any remedial measures thereafter taken by the Mortgagee shall be
                without prejudice to the Charterer's right to claim against the
                Owner in respect of any loss and damage suffered by the
                Charterer by reason of such breach but in no circumstances shall
                the Mortgagee be under any liability therefore or for any loss
                or damage suffered by the Charterer arising from delay or
                otherwise in effecting such remedial measures as the Mortgagee
                (whose decision shall be final) deems appropriate; and

        16.5.3  all expenses whatsoever incurred by the Mortgagee in or about
                such remedial measures as may be undertaken on its behalf
                pursuant to clause 16.5.2 shall be recoverable by the Mortgagee
                from the Owner on demand but payment by the Owner to the
                Mortgagee pursuant to such demand shall not as between the Owner
                and the Charterer operate as an admission by the Owner of
                liability for the matters complained of in the relevant notice
                of complaint.

16.6    Sale free of or subject to Charter

        Notwithstanding anything herein contained, in the event of a sale of the
        Ship during the Charter Period pursuant to the power in that behalf
        vested in the Mortgagee by virtue of the Security Documents, such sale
        shall be free of or subject to the Charter at the option of the
        Mortgagee.

16.7    Sale subject to Charter

        If the Ship is sold subject to the Charter (which expression means that
        the purchaser of the Ship or any other person chartering the Ship from
        the purchaser shall as from the date on which the Ship is registered in
        the name of the purchaser assume all future obligations and acquire all
        future rights and benefits under the Charter), the Owner and/or the
        Charterer shall enter into such form of agreement with the purchaser as
        the Mortgagee may require to the intent that such purchaser or other
        person shall be substituted in place of the Owner as owner or disponent
        owner of the Ship for the purposes of the Charter.

16.8    Sale free of Charter

        Without prejudice to clauses 16.2 and 16.3, if the Ship is sold free of
        the Charter, the Owner and the Charterer shall enter into such form of
        agreement or agreements as the Mortgagee may require for determination
        of the Charter by mutual consent.

17      Continuation of Charter Period

        The Charterer shall continue to pay charterhire under the Charter on the
        days and in the amounts required under the Charter notwithstanding that
        the Ship shall become a Total Loss or that the Charterer shall be
        permanently deprived of her use for any other reason prior to the end of
        the Charter Period, provided that no further instalments of charterhire
        shall become due and payable on any date after the earlier of the expiry
        of the period for the prepayment of the Loan specified in clause 4.3 of
        the Loan Agreement or the date upon which the Loan is prepaid in full in
        accordance with clauses 4.3 and 4.5 of the Loan Agreement.

18      Notices

18.1    Every notice, request, demand or other communication under this Deed
        shall:

        18.1.1  be in writing delivered personally or by first-class prepaid
                letter (airmail if available) or facsimile transmission or other
                means of telecommunication in permanent written form;

        18.1.2  be deemed to have been received in the case of a letter, when
                delivered personally or three (3) days after it has been put in
                to the post and, in the case of a facsimile transmission or
                other means of telecommunication in permanent written form, at
                the time of despatch (provided that if the date of despatch is
                not a business day in the country of the addressee or if the
                time of despatch is after the close of business in the country
                of the addressee it shall be deemed to have been received at the
                opening of business on the next such business day); and 18.1.3
                be sent:

                (a)     to the Owner at:

                        c/o V&P Law Firm
                        61-65 Filonos Street
                        185 35 Piraeus
                        Greece

                        Fax no: 30 210 413 5505
                        Attention: Ms. Aleka Tatagia

                (b)     to the Charterer at:

                        c/o Top Tanker Management Inc.
                        109-111 Messogion Avenue
                        155 26 Athens
                        Greece

                        Fax no: + 30 210 6978 107
                        Attention: Legal Department

                (c)     to the Mortgagee at:

                        Fortis Bank (Nederland) N.V.
                        Coolsingel 93
                        3012 AE Rotterdam
                        The Netherlands

                        Fax no: +31 10 401 2353
                        Attention: Mr Tom van Vonderen

                or to such other address and/or numbers as is notified by one
                party to the other parties under this Deed.

19      Counterparts

        This Deed may be entered into in the form of two or more counterparts,
        each executed by one or more of the parties, and, provided all the
        parties shall so execute this Deed, each of the executed counterparts,
        when duly exchanged or delivered, shall be deemed to be an original but,
        taken together, they shall constitute one instrument.

20      Severability of provisions

        Each of the provisions in this Deed are severable and distinct from the
        others, and if at any time one or more such provisions is or becomes
        invalid, illegal or enforceable, the validity, legality and
        enforceability of the remaining provisions of this Deed shall not in any
        way be affected or impaired thereby. 21 Law and jurisdiction

21.1    Law

        This Deed is governed by, and shall be construed in accordance with,
        English law.

21.2    Submission to jurisdiction

        For the benefit of the Mortgagee, the parties hereto irrevocably agree
        that any legal action or proceedings in connection with this Deed may be
        brought in the English courts, or in the courts of any other country
        chosen by the Mortgagee, each of which shall have jurisdiction to settle
        any disputes arising out of or in connection with this Deed. Each of the
        Owner, the Charter Guarantor and the Charterer irrevocably and
        unconditionally submits to the jurisdiction of the English courts, and
        the courts of any country chosen by the Mortgagee and the Owner, the
        Charter Guarantor and the Charterer irrevocably designate, appoint and
        empower Atlas Maritime Services Ltd. at present of Enterprise House,
        113-115 George Lane, London E18 1AB, England (in the case of the Owner)
        and Top Tankers (UK) Limited at present of 50 Park Street, London W1K
        2JJ, United Kingdom (in the case of the Charterer and the Charter
        Guarantor) to receive, for it and on its behalf, service of process
        issued out of the English courts in any legal action or proceedings
        arising out of or in connection with this Deed. The submission to such
        jurisdiction shall not (and shall not be construed so as to) limit the
        right of the Mortgagee to take proceedings against the Owner and/or the
        Charterer and/or the Charter Guarantor in any other court of competent
        jurisdiction nor shall the taking of proceedings in any one or more
        jurisdictions preclude the taking of proceedings in any other
        jurisdiction, whether concurrently or not. The parties further agree
        that only the courts of England and not those of any other State snail
        have jurisdiction to determine any claim which the Owner or the
        Charterer and/or the Charter Guarantor may have against the Mortgagee
        arising out of or in connection with this Deed.

21.3    Contracts (Rights of Third Parties) Act 1999

        Save for clauses 5.6, 5.7 and 5.8 (which can be enforced by the Secured
        Creditors although they are not a party to this Deed), no term of this
        Deed shall be enforceable pursuant to the Contracts (Rights of Third
        Parties) Act 1999 by a person who is not a party to this Deed.

IN WITNESS whereof this Deed has been duly executed as a deed the day and year
first above written

<PAGE>

                                   Schedule 1

                         Forms of Loss Payable Clauses

(1)     Hull and machinery (marine and war risks)

        By a General Assignment dated [.] 2006, KEMP MARITIME S.A. of 80 Broad
        Street, Monrovia, Republic of Liberia (the "Owner") and by a
        Quadripartite Deed dated [o] 2006, IDI SHIPPING COMPANY LIMITED of 80
        Broad Street, Monrovia, Republic of Liberia (the "Charterer") have each
        assigned to FORTIS BANK (NEDERLAND) N.V. of Coolsingel 93, 3012 AE
        Rotterdam, The Netherlands (the "Mortgagee") (as security agent and
        trustee for and on behalf of the Secured Creditors as therein defined
        (the "Secured Creditors")) all the Owner's and the Charterer's rights,
        title and interest in and to all policies and contracts of insurance
        from time to time taken out or entered into by or for the benefit of the
        Owner and/or the Charterer in respect of m.v. "Spotless" and
        accordingly:

        (a)     all claims hereunder in respect of an actual or constructive or
                compromised or arranged total loss, and all claims in respect of
                a major casualty (that is to say any casualty the claim in
                respect of which exceeds Five hundred thousand Dollars
                ($500,000) (or the equivalent in any other currency) inclusive
                of any deductible shall be paid in full to the Mortgagee (as
                security agent and trustee for and on behalf of the Secured
                Creditors) or to its order; and

        (b)     all other claims hereunder shall be paid in full to the
                Charterer or to its order, unless and until the Mortgagee shall
                have notified insurers hereunder to the contrary, whereupon all
                such claims shall be paid to the Mortgagee (as security agent
                and trustee for and on behalf of the Secured Creditors) or to
                its order.

(2)     Protection and indemnity

        Payment of any recovery which KEMP MARITIME S.A., of 80 Broad Street,
        Monrovia, Republic of Liberia (the "Owner") or IDI SHIPPING COMPANY
        LIMITED, of 80 Broad Street, Monrovia, Republic of Liberia (the
        "Charterer") is entitled to make out of the funds of the Association in
        respect of any liability, costs or expenses incurred by the Owner or the
        Charterer, shall be made to the Owner or the Charterer or to its order,
        unless and until the Association receives notice to the contrary from
        FORTIS BANK (NEDERLAND) N.V, of Coolsingel 93, 3012 AE Rotterdam, The
        Netherlands (the "Mortgagee") in which event all recoveries shall
        thereafter be paid to the Mortgagee or their order; provided that no
        liability whatsoever shall attach to the Association, its Managers or
        their agents for failure to comply with the latter obligation until the
        expiry of two clear business days from the receipt of such notice.

<PAGE>

                                   Schedule 2

                  Forms of Notices of Assignment of Insurances


                              Notice of Assignment
              (For attachment by way of endorsement to the Policy)

KEMP MARITIME S.A. (the "Owner") of 80 Broad Street, Monrovia, Republic of
Liberia and IDI SHIPPING COMPANY LIMITED (the "Charterer") of 80 Broad Street,
Monrovia, Republic of Liberia, the owners and demise charterers respectively
of'-the motor vessel "Spotless" HEREBY GIVE NOTICE that by a General Assignment
dated [o] 2006 and entered into by the Owner with FORTIS BANK (NEDERLAND) N.V.
(the "Mortgagee") (as security agent and trustee for and on behalf of the
Secured Creditors as therein defined (the "Secured Creditors")) and by a
Quadripartite Deed dated [o] 2006 and entered into by, inter alios, the
Charterer and the Owner with the Mortgagee (as security agent and trustee for
and on behalf of the Secured Creditors), there has been assigned by us to the
Mortgagee (as security agent and trustee for and on behalf of the Secured
Creditors) as mortgagees of the said vessel all insurances in respect thereof,
including the insurances constituted by the policy whereon this notice is
endorsed.





-------------------------------------
Signed
For and on behalf of
KEMP MARITIME S.A.


Dated [o] 2006



-------------------------------------
Signed
For and on behalf of
IDI SHIPPING COMPANY LIMITED


Dated [o] 2006

<PAGE>

EXECUTED as a DEED              )           /s/ Dimitri Giomelakis
by Dimitri Giomelakis           )           -------------------------
for and on behalf of            )           Attorney-in-fact
KEMP MARITIME S.A.              )

/s/ Helen Dawson
-------------------------------------
in the presence of



Witness Helen Dawson
Name:   Trainee Solicitor
Address: Norton Rose
Occupation:



EXECUTED as a DEED              )           /s/ Andreas Loucas
by  Andreas Loucas              )           -------------------------
for and on behalf of            )           Attorney-in-fact
IDI SHIPPING COMPANY LIMITED    )

/s/ Helen Dawson
-------------------------------------
in the presence of



Witness Helen Dawson
Name:   Trainee Solicitor
Address: Norton Rose
Occupation:

<PAGE>

EXECUTED as a DEED              )           /s/ Andreas Loucas
by Andreas Loucas               )           -------------------------
for and on behalf of            )           Attorney-in-fact
TOP TANKERS INC.                )

/s/ Helen Dawson
-------------------------------------
in the presence of



Witness Helen Dawson
Name:   Trainee Solicitor
Address: Norton Rose
Occupation:



EXECUTED as a DEED              )           /s/ Helen Dawson
by  Helen Dawson                )           -------------------------
for and on behalf of            )           Attorney-in-fact
FORTIS BANK (NEDERLAND) N.V.    )

/s/ Vikki Madia
-------------------------------------
in the presence of



Witness Vikki Madian
Name:   Norton Rose
Address: Piraeus
Occupation: