Exhibit 4.14

Private & Confidential



                               Dated 15 March 2006

                        KOMARF HOPE 28 SHIPPING COMPANY

                                    as Owner                     (1)

                           TAYGETUS SHIPPING CO. LTD.

                                  as Charterer                   (2)

                                TOP TANKERS INC.

                              as Charter Guarantor               (3)

                                      and

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




                 -----------------------------------------------
                      QUADRIPARTITE DEED relating to m.v.
                                   "Timeless"
                 -----------------------------------------------



                                                                     NORTON ROSE



<PAGE>




                                    Contents

Clause                                                                      Page

1   Definitions ...............................................................2

2   Representations and warranties.............................................9

3   Assignment................................................................12

4   Owner's Assignment........................................................13

5   Continuing security and other matters.....................................14

6   Charterer's undertakings..................................................16

7   General Undertakings......................................................18

8   Covenants concerning insurance and operational matters....................18

9   Powers of Mortgagee to protect security and remedy defaults ..............30

10  Powers of Mortgagee on Event of Default...................................30

11  Application of moneys.....................................................31

12  Remedies cumulative and other provisions..................................32

13  Costs and indemnity.......................................................32

14  Attorney..................................................................33

15  Further assurance.........................................................33

16  Sale of Ship..............................................................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)    KOMARF HOPE 28 SHIPPING COMPANY a company  incorporated under the laws of
       the Republic of Liberia  whose  registered  office is at 80 Broad Street,
       Monrovia, Republic of Liberia (the "Owner");

(2)    TAYGETUS  SHIPPING CO. LTD.,  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 and  guarantee  facility  agreement  (the  "Loan and  Guarantee
       Facility  Agreement")  dated 9 March 2006 and made  between (1) the Owner
       (therein  referred  to as the  "Borrower"),  (2) the banks and  financial
       institutions  whose  names are set out at  Schedule  1 thereto as lenders
       (the  "Banks"),  (3) the Mortgagee as agent,  security  agent and trustee
       (the "Agent"),  (4) Fortis Bank  (Nederland)  N.V. as guarantee bank (the
       "Guarantee  Bank "), (5) Fortis Bank  (Nederland)  N.V. as arranger  (the
       "Arranger")  and (6) Fortis Bank  (Nederland)  N.V. as swap provider (the
       "Swap Provider" and together with the Agent, the Arranger and the Account
       Bank (as  defined  in the Loan and  Guarantee  Facility  Agreement),  the
       Guarantee Bank and the Banks, the  "Creditors"),  the Banks agreed (inter
       alia)  to  advance  by way of loan  to the  Owner,  upon  the  terms  and
       conditions  therein,  a maximum  aggregate  amount of up to thirty  three
       million and six hundred thousand Dollars  ($33,600,000) and the Guarantee
       Bank agreed to issue  and/or  maintain the  Guarantee  (as defined in the
       Loan and Guarantee  Facility Agreement (the "Guarantee") in favour of the
       Beneficiary (as defined in the Loan and Guarantee Facility Agreement);

(C)    by a 1992 ISDA  Master  Agreement  dated 9 March 2006 (the  "Master  Swap
       Agreement")  made  between (1) the Owner 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 Owner in
       respect of the Loan  (whether in whole or in part as the case may be from
       time to time);

(D)    pursuant to clause  16.1 of the Loan and  Guarantee  Facility  Agreement,
       each of the Creditors has appointed the Mortgagee as its agent,  security
       agent and  trustee  and  pursuant  to a deed of trust  dated 9 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 Creditors;

(E)    pursuant to the Loan and Guarantee Facility 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
       Creditors) a first  preferred ship mortgage (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 of 1956 as amended as  security  for the payment by the Owner of the
       Outstanding  Indebtedness  (as  those  expressions  are  defined  in  the
       Mortgage);

(F)    by a "Barecon  2001" bareboat  charter (the  "Charter)  dated9 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 and Guarantee Facility Agreement provided (inter alia) that as a
       condition  precedent to the advance of the Loan the Owner,  the Charterer
       and the Charter  Guarantor  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
       Creditors  under the Loan and Guarantee  Facility  Agreement,  the Master
       Swap Agreement and the other Security Documents; and

(I)    this Deed is  supplemental to the Loan and Guarantee  Facility  Agreement
       and  the  Mortgage  and  to  the  security  thereby  created  and  is the
       Quadripartite  Deed  referred  to in  the  Loan  and  Guarantee  Facility
       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);

       "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  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;

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

       "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 ma  require) to be
       opened with the Mortgagee  (acting as Account  Bank) with account  number
       _____________ 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;

       "Classification" means the classification +1 A1 tanker for oil ESP EO PP3
       with the Classification Society or such other classification as the Agent
       shall,  at the  request of the  Owner,  have  agreed in writing  shall be
       treated as the Classification in relation to the Ship for the purposes of
       the Security Documents;

       "Classification   Society"   means  Det  Norske  Veritas  or  such  other
       classification  society  which the Agent  shall,  at the  request  of the
       Owner,  have  agreed in writing  shall be  treated as the  Classification
       Society  in  relation  to the  Ship  for  the  purposes  of the  Security
       Documents;

       "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 Owner 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;

       "Commercial  Management  Agreement"  means the agreement  made or (as the
       context may require) to be made between the Charterer and the  Commercial
       Manager in a form  previously  approved in writing by the Agent providing
       (inter alia) for the Commercial Manager to commercially manage the Ship;

       "Commercial  Manager" means Top Tanker  Management  Inc. of Trust Company
       Complex,  Ajeltake Road,  Ajeltake  Island,  Majuro,  Marshall Islands MN
       96960 or any  other  person  appointed  by the  Charterer  with the prior
       written  consent  of the  Agent  as  commercial  manager  of the Ship and
       includes its successors in title;

       "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;

       "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;

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

       "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 and Guarantee Facility 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 and Guarantee Facility  Agreement (as conclusively  certified
              by the Mortgagee);

       "Flag  State"  means the  Republic  of  Liberia  or such  other  state or
       territory  acceptable  to the Agent  designated  in  writing by the Agent
       (acting on the instructions of the Majority Banks), at the request of the
       Owner,  as being the "Flag  State"  of the Ship for the  purposes  of the
       Security Documents;

       "Guarantee" means the guarantee described in recital (B) above;

       "Guarantee  Amount" means any amount owing by the  Guarantee  Bank to the
       Beneficiary  under  or  pursuant  to  the  Guarantee,   which  amount  is
       indemnified  by the  Owner in  accordance  with  the  Loan and  Guarantee
       Facility Agreement;

       "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);

       "ISM 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;

       "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  and  Guarantee  Facility  Agreement  at any
       relevant time;

       "Loan and Guarantee  Facility  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 General  Assignment)  or in such other
       forms as may from time to time be  required  or agreed in  writing by the
       Mortgagee;

       "Management Agreements" means the Commercial Management Agreement and the
       Technical Management Agreement and "Management Agreement" means either of
       them;

       "Managers"  means the  Commercial  Manager and the Technical  Manager and
       "Manager" means either of them;

       "Master Swap Agreement" means the 1992 ISDA Master Agreement made between
       the Swap  Provider and the Owner dated 9 March 2006  mentioned in recital
       (C)  hereto,  comprising  a 1992 ISDA  Master  Agreement  (and 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 General Assignment), or in such other form as
       may from time to time be required or agreed in writing by the Mortgagee;

       "Operating  Account"  means the interest  bearing  Dollar  account of the
       Owner  opened or (as the  context  may  require)  to be  opened  with the
       Account Bank and includes any sub-accounts  thereof and any other account
       designated  in writing by the Agent to be the  Operating  Account for the
       purposes of this Agreement;

       "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 out in rule 1.1.2 of the Code;

       "Outstanding  Indebtedness"  means  the  aggregate  of the  Loan  and the
       Guarantee  Amount the Master Swap  Agreement  Liabilities,  and  interest
       accrued and  accruing  thereon,  the Expenses and all other sums of money
       from time to time owing by the Owner to the  Mortgagee  and/or any of the
       other Creditors,  whether  actually or  contingently,  present or future,
       under or  pursuant  to the Loan and  Guarantee  Facility  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  Jurisdiction"  means  any  jurisdiction  in which or where any
       Security  Party is  incorporated,  resident,  domiciled,  has a permanent
       establishment,  carries on, or has a place of  business  or is  otherwise
       effectively connected;

       "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 and Guarantee  Facility  Agreement,
       this  Deed,  the  Mortgage,  the  General  Assignment,  the  Master  Swap
       Agreement,  the Share  Pledge,  the Charter  Guarantee and any other such
       document as is defined in the Loan and Guarantee  Facility 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,  the  Guarantee
       Amount,  any interest thereon,  and the moneys from time to time owing by
       the Owner pursuant to the Loan and Guarantee  Facility  Agreement  and/or
       the Master Swap  Agreement  Liabilities  (whether or not such  documents,
       also secure moneys from time to time owing pursuant to any other document
       or agreement);

       "Security  Parties" means,  collectively,  the Owner,  the Managers,  the
       Charterer,  or any other  person who may at any time be a party to any of
       the  Security  Documents  (other  than  the  Creditors  and  the  Charter
       Guarantor) and "Security Party" means any one of them;

       "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,

       "Shareholder"  means Dongbuka No. 28 Ship Investment Company of Mora-dong
       795-22, Sasang-gu,Pusan, Republic of Korea;

       "Share  Pledge"  means the pledge made or (as the context may require) to
       be made  between the  Shareholder  and the Agent (as  security  agent and
       trustee on behalf of the Creditors) in substantially  the form set out in
       Schedule  17, of its rights,  title and interest in and to all the shares
       in the Owner;

       "Ship" means the vessel m.v.  "Timeless"  registered  as a Liberian  ship
       under Official Number 9480 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; and

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

       "Technical Manager's  Undertaking" means an undertaking and assignment in
       relation  to the Ship  executed  or (as the  context  may  require) to be
       executed  by the  Technical  Manager in favour of the Agent (as  security
       agent and trustee on behalf of the Creditors);

       "Technical  Manager  means V. Ships  Management  Limited  of  Eaglehurst,
       Belmont Hill, Douglas, Isle of Man, IM1 4NY or any other person appointed
       by the Commercial  Manager with the prior written consent of the Agent as
       technical  manager of the Ship and includes its  successors  in title and
       assignees;

       "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 and Guarantee Facility Agreement

       As between the Owner and the Mortgagee,  this Deed shall be read together
       with  the  Loan  and  Guarantee  Facility  Agreement  but in  case of any
       conflict  between the two  instruments,  the  provisions  of the Loan and
       Guarantee Facility 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 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  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 has power to execute and  deliver  and perform its  obligations
       under the Charter Guarantee and the Security Documents, 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 articles of incorporation, by-laws,
       statutes or other constitutional documents;

2.1.5  No filings required

       it is not necessary to ensure the legality,  validity,  enforceability or
       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  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 Republic of Liberia as a  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 Charterer'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  articles  of
       incorporation, by-laws, statutes or other constitutional documents;

2.2.5  No filings required

       it is not necessary to ensure the legality,  validity,  enforceability or
       admissibility in evidence of 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 each of the Charter  Guarantee  and this Deed
       are in proper  form for its  enforcement  in the courts of each  Relevant
       Jurisdiction;

2.2.6  Choice of law

       the choice of English law to govern  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 it to authorise, or required by it in connection with,
       the execution,  delivery,  validity,  enforceability  or admissibility in
       evidence of the Charter  Guarantee and this Deed or the performance by it
       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 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 be 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  Creditors)  and the
       Owner that:

2.5    No withholding Taxes

       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;

2.6    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 representations 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,  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, the Owner
       with full  title  guarantee  hereby  assigns  and agrees to assign to the
       Mortgagee  (as  security  agent and  trustee on behalf of the  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
       Operating  Account  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
       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  and 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  Creditors)  as a  continuing  security  for  the  payment  of the
       Outstanding  Indebtedness  and  the  performance  and  observance  of and
       compliance with all of the covenants,  terms and conditions  contained in
       the  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 other  Creditors in respect of the
       Outstanding Indebtedness or any part thereof and the Mortgagee and/or the
       other  Creditors)  and shall  remain in full force and  effect  until the
       Outstanding  Indebtedness  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 other  Creditors  or any of them any right or
       remedy of the Mortgagee  and/or the other 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
       other  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 other Creditors,
       by  any  invalidity  in  or  irregularity  or   unenforceability  of  the
       obligations of the Owner or any other person under the Loan and Guarantee
       Facility  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 other Creditors  fully  indemnified
       against any loss suffered by the  Mortgagee and the other  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  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 other Creditors or any of them
       under the Loan and Guarantee  Facility  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 other  Creditors or any of them may be exercised  from time to
       time and as often as the Mortgagee  and/or the other  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 Charterers  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 Charterers rights

       Until the Outstanding Indebtedness 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 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 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 or any other person
       liable in respect of any Outstanding  Indebtedness and/or the Master Swap
       Agreement Liability; or

5.6.4  claim any set-off or  counterclaim  against the Owner or any other person
       liable or claim or prove in  competition  with the  Mortgagee  and/or the
       other  Creditors  or any of them in the  liquidation  of the Owner or any
       other person liable or have the benefit of, or share in, any payment from
       or  composition  with,  the Owner or any other person liable or any other
       Collateral  Instrument now or hereafter held by the Mortgagee  and/or the
       other  Creditors or any of them for the  Outstanding  Indebtedness 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  in such  manner as the  Mortgagee  shall  deem
       appropriate.

5.7    Suspense account

       Any money 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 other Creditors'  claims against the Owner or any other person liable
       or  may  be  applied  in  or  towards  satisfaction  of  the  Outstanding
       Indebtedness.

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 other  Creditors or any of them by the Owner
       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
       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  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  Sub-chartering

       it will not without the prior written  consent of the  Mortgagee  sub-let
       the Ship on demise charter for any period;

6.1.5  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 12.1 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;

6.1.6  Sister ship arrest

       it will,  in the event of the Ship at any time  being  arrested,  seized,
       detained  or  subjected  to  distress  or  levied  upon by  reason of any
       process, claim or Encumbrance of whatsoever nature arising out of the use
       or operation of the Ship by the Charterer or any of its agents, employees
       or  sub-charterers or any other vessel owned or operated or managed by or
       chartered  to the  Charterer  or any of its  affiliates  or its or  their
       agents,  employees or  charterers or  sub-charterers,  at its own expense
       take prompt  action to secure the release of the Ship and be  responsible
       for  discharging  each and every  liability in  connection  with any such
       process, claim or Encumbrance;

6.1.7  Sister ship indemnity

       it will indemnify the Owner and the Mortgagee and the other Creditors and
       hold each of them harmless  against all liabilities of whatsoever  nature
       (including  penalties claims demands orders or judgments) which the Owner
       or the Mortgagee  and/or the other Creditors or any of them may suffer or
       incur in respect of the Ship and which arise out of the use or  operation
       of the Ship or of any other  vessel  owned or  operated  or managed by or
       chartered  to the  Charterer  or any of its  affiliates  or its or  their
       agents, employees or charterers or sub-charterers;

6.1.8  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;

6.1.9  Ship's name and registration

       (a)    it will not change the name of the Ship;

       (b)    it  will  not do or  suffer  to be  done  anything,  or omit to do
              anything,  the doing or omission of which could or might result in
              the Ship not being  eligible for  registration  under the laws and
              flag of the Flag  State on and  after  Delivery  or result in such
              registration being forfeited or imperilled or which could or might
              result in the Ship being required to be registered  otherwise than
              under the laws and flag of the Flag State;

6.1.10 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;

6.1.11 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;

6.1.12 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

6.1.13 Notification of certain events

       it will notify the Mortgagee forthwith by telex 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      General Undertakings

7.1    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,  7.2.2,  7.2.6
              and 7.2.7 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 1.2.10) 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,  for the first nine (9) months  after the  Drawdown  Date, a
       minimum amount of twenty million Dollars  ($20,000,000) shall be standing
       to the credit of the Charter  Guarantor's Account and that for the period
       commencing  nine months after the  Drawdown  Date and ending on 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 at any time there are no
       Encumbrances  whatsoever  existing  over or in relation  to such  minimum
       amounts;

7.2.2  ensure that an aggregate minimum amount of fifty million Dollars shall at
       all times  during  the  Security  Period  be  standing  to the  credit of
       accounts  of the Charter  Guarantor  (including  the Charter  Guarantor's
       Account) and the Charter  Guarantor  shall evidence  compliance  with the
       terms of this  clause  at no  later  than  three  (3)  monthly  intervals
       throughout the Security Period or otherwise promptly upon the Mortgagee's
       first written request;

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

7.2.4  provide  details to the Agent at three (3) monthly  intervals  evidencing
       the operating expenses and the Earnings of the Ship;

7.2.5  ensure that on the Drawdown Date, the minimum average length of time that
       Fleet Vessels are employed on time charter for is eighteen months;

7.2.6  ensure that its Net Asset Value at all times exceeds $125,000,000; and

7.2.7  ensure that its Book Equity shall at all times exceed $75,000,000.

7.2.8  For the  purpose  of  this  clause  7.2 and  clause  7.3,  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  not
              being,  in any such case, a  revaluation  of all the Group's fixed
              assets in  accordance  with a valuation  report  from  independent
              valuers  approved by the Mortgagee so long as any such revaluation
              is carried out not more frequently than once every five years. 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 Time Charters entered into in relation to the ship, or else any other
       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 the  aggregate of
       the Charter Earnings and the operating expenses in relation to the Ship;

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

       "Fleet Vessels" means any vessels owned, or chartered on long-term demise
       charter to any member of the Group;

       "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;

       (b)    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;

       (c)    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;

       (d)    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;

       (e)    rental payments under Finance Leases;

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

       (g)    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;

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

       (i)    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;

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

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

       (l)    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

       (b)    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).

7.2.9  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.

7.2.10 The  compliance  of the Charter  Guarantor  with the covenants set out in
       clauses 7.2.1, 7.2.2, 7.2.6 and 7.2.7 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,  7.2.2 and
       7.2.7 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.

7.2.11 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 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 and 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 and Guarantee Facility Agreement); and

                     (B)    such amount as will be at least equal to one hundred
                            and thirty per cent (130%) of the  aggregate  of the
                            Loan and the Guarantee Amount;

              (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;

              (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 5.1.1(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 (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  (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
              (i);

       (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;

       (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 copies 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 telex 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 Time Charter,  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 or the  Technical
       Manager, or terminate or amend the terms of the Management Agreements;

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  preferred  mortgage  in favour of [here
       insert name of Mortgagee] of [here insert  address of  Mortgagee].  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  Service 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; and

8.1.20 Compliance with ISM 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
       ISM 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;

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 in respect of such
              Ship;

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

       (c)    procure that the Ship will comply at all times with the ISPS Code;
              and

8.1.24 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 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  Creditors)  shall  become
       forthwith  entitled by notice given to the Owner in  accordance  with the
       provisions of clause 10.2 of the Loan and Guarantee  Facility  Agreement,
       or, as regards the Master Swap Agreement, in accordance with the relevant
       terms  of  the  Master  Swap   Agreement,   to  declare  the  Outstanding
       Indebtedness to be due and payable immediately or in accordance with such
       notice,  whereupon the Outstanding  Indebtedness  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 Owners
       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 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
       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 be applied in the manner  specified  in
       clause 13.1 of the Loan and Guarantee  Facility Agreement 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 and 5.2 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 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 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 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 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  and/or any of the other  Creditors
       (as  security  agent and trustee for and on behalf of the  Creditors)  on
       demand on a full indemnity  basis all reasonable  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
       other Creditors in connection with the enforcement of, or preservation of
       any rights  under,  this Deed or otherwise in respect of the  Outstanding
       Indebtedness  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  other  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 other 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  Charterers
       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 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
       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 constituted by this
       Deed.

16     Sale of Ship

16.1   Termination of Charter

       Notwithstanding  anything  contained  in the  Charter,  if and  when  the
       Mortgagee  becomes entitled to put into force and exercise all the powers
       possessed by it as  mortgagee  of the Ship or  otherwise  pursuant to the
       Mortgage or at any time thereafter,  the Mortgagee shall be entitled (but
       not bound) to  determine  the Charter at any time by notice in writing to
       the Owner and the  Charterer  which notice shall operate to determine 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 said notice to
       determine was given.  Upon  determination of the Charter pursuant to this
       clause 16.1 hereof all  liabilities  whatsoever  of the Owner  thereunder
       shall be absolutely discharged and extinguished.

16.2   Preservation of Owner's rights

       If the circumstances in which the Mortgagee becomes entitled under clause
       16.1 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.

16.3   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:

16.3.1 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;

16.3.2 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

16.3.3 all  expenses  whatsoever  incurred  by the  Mortgagee  in or about  such
       remedial  measures as may be undertaken on its behalf  pursuant to clause
       16.3.2 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.

16.4   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.

16.5   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.

16.6   Sale free of Charter

       Without  prejudice  to  clause  16.1,  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 and Guarantee Facility Agreement or the date upon which the Loan
       is prepaid in full in accordance with clauses 4.3 and 4.5 of the Loan and
       Guarantee Facility 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 telex 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  telex  or  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 Korea Marine Fund Corporation
              22F, Kyobo Bidg., 1, Jongno 1-ga
              Jongno-gu, Seoul, Korea

              Fax no.:    (822) 3210-0100
              Attention:  Kyung-Hwan Cho

       (b)    to the Charterer at:

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

              Fax no:     + 30 210 69 78107-8
              Attention:  Stamatis Tsantanis

       (c)    to the Mortgagee at:

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

              Fax no.:    00 3110 401 5323
              Attention:  Gees Kamphof

       (d)    to the Charter Guarantor at:

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

              Fax no:     + 30 210 69 78107-8
              Attention:  Stamatis Tsantanis

       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  Charterer   and  the  Charter   Guarantor   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
       Charterer and the Charter Guarantor  irrevocably  designate,  appoint and
       empower DLA Piper  Rudnick Gray Cary UK LLP at present of 3 Noble Street,
       London EC2V 7EE (in the case of the Owner) and Top Tankers  (UK)  Limited
       at  present  of 50 Park  Street,  W1K  2JJ  London  (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
       shall have  jurisdiction  to  determine  any claim which the Owner or the
       Charterer 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

       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,  KOMARF  HOPE 28  Shipping  Company
       Limited (the "Owner") and by a  Quadripartite  Deed dated 2006,  TAYGETUS
       SHIPPING CO. LTD. 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  Creditors as herein
       defined (the  "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. "Timeless" 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 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 Creditors) or to its order.

(2)    Protection and indemnity

       Payment of any recovery which KOMARF HOPE 28 Shipping  Company Limited of
       80 Broad Street, Monrovia, Liberia (the "Owner") or TAYGETUS SHIPPING CO.
       LTD.  (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)

KOMARF HOPE 28 SHIPPING of 80 Broad Street, Monrovia,  Liberia (the "Owner") and
TAYGETUS  SHIPPING CO. LTD.  (the  "Charterer")  of 80 Broad  Street,  Monrovia,
Republic of Liberia the owners and demise  charterers  respectively  of the m.v.
"Timeless"  HEREBY  GIVE  NOTICE  that by a General  Assignment  dated  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  Creditors  as herein
defined (the  "Creditors"))  and by a Quadripartite  Deed dated 2006 and entered
into by the Charterer  and the Owner with the  Mortgagee (as security  agent and
trustee for and on behalf of the  Creditors),  there has been  assigned by us to
the Mortgagee (as security agent and trustee for and on behalf of the 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
KOMARF HOPE 28 Shipping Company Limited

Dated [__] 2006



----------------------------------
Signed
For and on behalf of
TAYGETUS SHIPPING CO. LTD.

Dated [__] 2006

<PAGE>

SIGNED, SEALED and DELIVERED as a      )
DEED by Jun Hyung Jon                  )                 /s/ Jun Hyung Jon
for and on behalf of KOMARF HOPE 28    )                 ----------------------
SHIPPING COMPANY                       )                  Authorized Signatory
pursuant to a Unanimous Written        )
Consent of Board of Directors and      )
Sole Shareholder                       )


----------------------------------
in the presence of:

Witness:         /s/ Byung Young Yu
Name:            Byung Young Yu
Address:         22F, Kyobo Bidg., 1,
                 Jongno 1-ga Jongno-gu
                 Seoul, Korea
Occupation:      Deputy General Manager,
                 Komarf



SIGNED, SEALED and DELIVERED as a      )
DEED by                                )
for and on behalf of                   )                 ----------------------
TAYGETUS SHIPPING COMPANY              )                  Attorney-in-fact
pursuant to a power of attorney        )
dated                2006              )


----------------------------------
in the presence of:

SIGNED, SEALED and DELIVERED           )
as a DEED by                           )
for and on behalf of Kamphof Hope 28   )
         SHIPPING COMPANY              )
pursuant to a power of attorney        )
dated                2006              )


Witness:
Name:
Address:
Occupation:

SIGNED, SEALED and DELIVERED as a      )
DEED by  Stamatis Tsantanis            )
for and on behalf of                   )                 ----------------------
TAYGETUS SHIPPING CO. LTD.             )                  Attorney-in-fact
pursuant to a power of attorney        )
dated 8 March 2006                     )


----------------------------------
in the presence of:

Witness:         /s/ Andreas Louca
Name:            Andreas Louca
Address:         Top Tanker Management Inc.,
                 109-111 Messogion Avenue
                 155 26 Greece
Occupation:      Advocate


SIGNED, SEALED and DELIVERED as a      )
DEED by  Stamatis Tsantanis            )
for and on behalf of                   )                 ----------------------
TOP TANKERS INC.                       )                  Attorney-in-fact
pursuant to a power of attorney        )
dated 8 March 2006                     )


----------------------------------
in the presence of:

Witness:         /s/ Andreas Louca
Name:            Andreas Louca
Address:         Top Tanker Management Inc.,
                 109-111 Messogion Avenue
                 155 26 Greece
Occupation:      Advocate



SIGNED, SEALED and DELIVERED as a      )
DEED by CEES KAMPHOF                   )
for and on behalf of                   )                 ----------------------
FORTIS BANK (NEDERLAND) N.V.           )                  Attorney-in-fact
pursuant to a power of attorney        )
dated 8 March 2006                     )


----------------------------------
in the presence of:

Witness:
Name:            G. J. Mayer
Address:         Coolsingle 93
                 3012 AE Rotterdam
                 The Netherlands
Occupation:      Secretary