Exhibit 4.31

BIMCO STANDARD BAREBOAT CHARTER
CODE NAME: "BARECON 2001


1.   Shipbroker



2.   Place and date

PiraeusiNew York, 4 April 2006

3.   Owners/Place of business (Cl. 1)

Partankers III AS -
Dronning Mauds gate 3

Norway

4.   Bareboat Charterers/Place of business

Mytikas Shipping Company Limited
c/o Top Tanker Management Inc.
109-111 Messogion Avenue
Athens, 115 26 Greece

5.   Vessel's name, call sign and lag (Cl. 1 and 3)

MV "Limitless", call sign V7FV8, The Marshall Islands flag

6.   Type of Vessel

Suezmax Tanker

7.   GT/NT

80,914

8.   When/Where built

1993, Ishika Wajima Do Brasil Estaleiros, Brazil

9.   Total DWT (abt.) In metric tons on summer freeboard

136,055

10.  Classification society (C1. 3)

ABS

11.  Date of last special survey by the Vessel's classification society

15 January 2003

12.  Further particulars of Vessel (also indicate minimum number of months'
     validity of class certificates agreed acc. To Cl. 3)

As at the time of delivery

13.  Port or Place of delivery (Cl. 3)

At sea or any safe berth in safe port or safe anchorage

14.  Time for delivery (Cl. 4)

Same as MOA date, see also Clause 33

15.  Cancelling date (Cl. 5)

Same as MOA date, see also Clause 34

16.  Port or Place of redelivery (Cl. 15)

Safe berth in safe port worldwide, but subject dauses 20 and 50

17.  No. of months' validity, of trading and class certificates upon redelivery
     (Cl. 15)

6 months

18.  Running days' notice if other than stated In Cl. 4



19.  Frequency of dry-docking (Cl. 10(g))



20.  Trading limits (Cl. 6)

World wide, always within Institute Warranty Limits

21.  Charter period (Cl. 2)

See Clause 37

22.  Charter hire (Cl. 11)

See Clause 38

23.  New class and other safety requirements (state percentage of Vessel's
     insurance value acc. To Box 29)(Cl. 10(a)(II))

See Clause 45

24.  Rate of interest payable acc. To Cl. 11(f) and, if applicable, acc. To PART
     IV

See Clause 38.6

25.  Currency and method of payment (Cl. 11)

See Clause 38

26.  Place of payment; also slate beneficiary and bank account (Cl. 11)

See Clause 38

27.  Bank guarantee/bond (sum and place)((Cl. 24)(optional)

See Clause 36.7

28.  Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies
     state date of Financial Instrument and name of Mortgagee(s)/Place of
     business)(Cl. 12)

applies state date of Financial Instrument and name of Mortgagee(s)/Place of
business) (Cl. 12)

Clause 12 (b) applies. USD 196,600,000 first priority mortgage to Nordea Bank
Norge ASA, and Second Priority Mortgage in favour of the immediately previous
owners of the Vessel, see Clause 40

29.  Insurance (hull and machinery and war risks)(state value acc. To Cl. 13(f)
     or, if applicable, acc. To Cl. 14(k))(also state if Cl. 14 applies)

See Clause 45

MR and MAPI to be taken out by the Mortgageereril premium to be paid 50/50 by
Owners and Charikrs

30.  Additional insurance cover, if any, for Owners' account limited to (CI,
     13(b) or, if applicable, Cl. 14(g)



31.  Additional insurance cover, if any, for Charterers' account limited to (Cl.
     13(b) or, if applicable, CI. 14(g))

Charterers Interest Insurance and Charterers Loss of Hire

32.  Latent defects (only to be filled in if period other than stated in CI. 3)



33.  Brokerage commission and to whom payable (Cl. 14(g))



34.  Grace period (state number of clear banking days)(Cl. 28)

See Clause 46.1.1

35.  Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of
     Arbitration must be stated (Cl. 30)

See Clause 30 (a)

36.  War cancellation (indicate countries agreed)(Cl. 26(f))


37.  Newbuilding Vessel (indicate with "yes" or "no": whether PART III
     applies)(optional)

NO

38.  Name and place of Builders (only to be filled in if PART III applies)



39.  Vessel's Yard Building No. (only to be filled in if PART III applies)



40.  Date of Building Contract (only to be filled in if PART III applies)

41.  Liquidated damages and costs shall accrue to (state party acc. To Cl. 1)

     a)

     b)

     c)

42.  Hire/Purchase agreement (indicate with "yes" or "no" whether PART IV
     applies)(optional)

NO

43.  Bareboat Charter Registry (indicate "yes" or "no" whether PART V
     applies)(optional)

NO

44.  Flag and Country of the Bareboat Charter Registry (only to be filled in if
     PART V applies)

NO

45.  Country of the Underlying Registry (only to be filled in if PART V applies)



46.  Number of additional clauses covering special provisions, if agreed)

32-52

PREAMBLE - It is mutually agreed that this Contract shall be performed subject
to the conditions contained in this Charter which shall include PART I and PART
II. In the event of a conflict of conditions, the provisions of PART I shall
prevail over those of PART II to the extent of such conflict but no further. It
is further mutually agreed that PART III and/or PART IV and/or PART V shall only
apply and only form part of this Charter if expressly agreed and stated in the
Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is
further agreed that in the event of a conflict of conditions, the provisions of
PART I and PART II shall prevail over those of PART III and/or PART IV and/or
PART V to the extent of such conflict but no further.

Signature (Owners)                      Signature (Charterers)


/s/ Peter W. Wallace                    /s/ Andreas Louka
--------------------                    -----------------
Peter W. Wallace                        Andreas Louka
Attorney-in-fact                        Attorney-in-fact

<PAGE>

                                     PART II
                    "BARECON 2001" Standard Bareboat Charter

1.   Definitions

     In this Charter, the following terms shall have the meanings hereby
     assigned to them:

     "The Owners" shall mean the party identified in Box 3;

     "The Charterers" shall mean the party identified in Box 4;

     "The Vessel" shall mean the vessel named in Box 5 and with particulars as
     stated in Boxes 6 to 12.

     "Financial Instrument" means the mortgage, deed of covenant or other such
     financial security instrument as annexed to this Charter and stated in Box
     28.

2.   Charter Period

     In consideration of the hire detailed in Box 22

     the Owners have agreed to let and the Charterers have agreed to hire the
     Vessel for the period stated in Box 21 ('The Charter Period').

3.   Delivery See Clause 32

     (not applicable when Part III applies, as indicated in Box 37)

     The Vessel shall be delivered by the Owners and taken over by the,
     Charterers at the port or place indicated in Box 13 in such ready safe
     berth as the Charterers may direct.

     (b) The Vessel shall be properly documented on delivery in accordance with
     the laws of the flag State indicated in Box 5 and the requirements of the
     classification society stated in Box 10. The Vessel upon delivery shall
     have her survey cycles up to date and trading and class certificates valid
     for at least the number of months agreed in Box 12.

     (c) The delivery of the Vessel by the Owners and the taking over of the
     Vessel by the Charterers shall constitute a full performance by the Owners
     of all the Owners' obligations under this Clause 3 and thereafter the
     Charterers shall not be entitled to make or assert any claim against the
     Owners on account of any conditions, representations or warranties
     expressed or implied with respect to the Vessel but the Owners shall be
     liable for the cost of but not the time for repairs or renewals occasioned
     by latent defects in the Vessel, her machinery or appurtenances, existing
     at the time of delivery under this Charter, provided such defects have
     manifested themselves within twelve (12) months after delivery unless
     otherwise provided in Box 32.

4.   Time for Delivery

     (not applicable when Part Ill applies, as indicated in Box 37) The Vessel
     shall not be delivered before the date indicated in Box 14 without the
     Charterers' consent.

     The Owners shall keep the Charterers closely advised of possible changes in
     the Vessel's position.

5.   Cancelling

     (not applicable when Part III applies, as indicated in Box 37)

6.   Trading Restrictions

     The Vessel shall be employed in lawful trades for the carriage of suitable
     lawful merchandise within the trading limits indicated in Box 20.

     The Charterers undertake not to employ the Vessel or suffer the Vessel to
     be employed otherwise than in conformity with the terms of the contracts of
     insurance (including any warranties expressed 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.

     The Charterers also undertake not to employ the Vessel or suffer her
     employment in any trade or business which is forbidden by the law of any
     country to which the Vessel may sail or is otherwise illicit or in carrying
     illicit or prohibited goods or in any manner whatsoever which may render
     her liable to condemnation, destruction, seizure or confiscation.

     Notwithstanding any other provisions contained in this Charter it is agreed
     that nuclear fuels or radioactive products or waste are specifically
     excluded from the cargo permitted to be loaded or carried under this
     Charter. This exclusion does not apply to radio-isotopes used or intended
     to be used for any industrial, commercial, agricultural, medical or
     scientific purposes provided the Owners' prior approval has been obtained
     to loading thereof.

7.   Surveys on Delivery and Redelivery

     (not applicable when Part M applies, as indicated in Box 37)

     The Owners and Charterers shall each appoint surveyors for the purpose of
     determining and agreeing in writing the condition of the Vessel at the time
     of delivery and redelivery hereunder. The Owners and the Charterers shall
     share equally bear-all expenses of the On-hire Survey including loss of
     time, if any, and of the Off-hire-Survey.

8.   Inspection

     The Owners and/or the Mortgagee shall have the right at any time after
     giving reasonable notice to the Charterers to inspect or survey the Vessel
     or instruct a duly authorised surveyor to carry out such survey on their
     behalf:

     (a) to ascertain the condition of the Vessel and satisfy themselves that
     the Vessel is being properly repaired and maintained. The costs and fees
     for such inspection or survey shall be paid by the Owners unless the Vessel
     is found to require repairs or maintenance in order to achieve the
     condition so provided;

     (b) in dry-dock if the Charterers have not dry-docked Her in accordance
     with Clause 10(o). The costs and fees for such inspection or survey shall
     be paid by the Charterers; and

     (c) for any other commercial reason they consider necessary (provided it
     does not unduly interfere with the commercial operation of the Vessel). The
     costs and fees for such inspection and survey shall be paid by the Owners.

     All time used in respect of inspection, survey or repairs shall be for the
     Charterers' account and form part of the Charter Period.

     The Charterers shall also permit the Owners (or their appointed
     representatives) to inspect the Vessel's log books whenever requested and
     shall whenever required by the Owners and/or as required under Clause 44 8
     furnish them with full information regarding any casualties or other
     accidents or damage to the Vessel.

9.   Inventories, Oil and Stores

     A complete inventory of the Vessel's entire equipment, outfit including
     spare parts, appliances and of all consumable stores on board the Vessel
     shall be made by the Charterers in conjunction with the Owners on delivery
     and again on redelivery of the Vessel. The Owners shall at the time of
     redelivery take over and pay for all bunkers, lubricating oil, unbroached
     provisions, paints, ropes and other consumable stores (excluding spare
     parts) in the said Vessel at the then current market prices at the ports of
     redelivery. The Charterers shall ensure that all spare parts listed in the
     inventory and used during the Charter Period are replaced at their expense
     prior to redelivery of the Vessel.

10.  Maintenance and Operation

     (a)  (i)  Maintenance and Repairs - During the Charter Period the Vessel
               shall be in the full possession and at the absolute disposal for
               all purposes of the Charterers and under their complete control
               in every respect. The Charterers shall maintain the Vessel, her
               machinery, boilers, appurtenances and spare parts in a good state
               of repair, in efficient operating condition and in accordance
               with good commercial maintenance practice and, except as provided
               for in Clause 14(1) if applicable, at their own expense they
               shall at all times keep the Vessel's Class fully up to date with
               the Classification Society indicated in Box 10 and maintain all
               other necessary certificates in force at all times.

          (ii) New Class and Other Safety Requirements - In the event of any
               improvement, structural changes or new equipment becoming
               necessary for the continued operation of the Vessel by reason of
               new class requirements or by compulsory legislation, the cost of
               compliance shall be for the sole cost and account of the
               Charterers.

         (iii) Financial Security - The Charterers shall maintain financial
               security or responsibility in respect of third party liabilities
               as required by any government, including federal, state or
               municipal or other division or authority thereof, to enable the
               Vessel, without penalty or charge, lawfully to enter, remain at,
               or leave any port, place, territorial or contiguous waters of any
               country, state or municipality in performance of this Charter
               without any delay. This obligation shall apply whether or not
               such requirements have been lawfully imposed by such government
               or division or authority thereof. The Charterers shall make and
               maintain all arrangements by bond or otherwise as may be
               necessary to satisfy such requirements at the Charterers' sole
               expense and the Charterers shall indemnify the Owners against all
               consequences whatsoever (including loss of time) for any failure
               or inability to do so.

     (b) Operation of the Vessel - The Charterers shall at their own expense and
     by their own procurement man, victual, navigate, operate, supply, fuel and,
     whenever 3 required, repair the Vessel during the Charter Period and they
     shall pay all charges and expenses of every kind and nature whatsoever
     incidental to their use and operation of the Vessel under this Charter,
     including annual flag State fees and any foreign general municipality
     and/or state taxes. The Master, officers and crew of the Vessel shall be
     the servants of the Charterers for all purposes whatsoever, even if for any
     reason appointed by the Owners. Charterers shall comply with the
     regulations regarding officers and crew in force in the country of the
     Vessel's flag or any other applicable law.

     (c) The Charterers shall keep the Owners and the mortgagee(s) advised of
     the intended employment, planned dry-docking and major repairs of the
     Vessel, as reasonably required.

     (d) Flag and Name of Vessel - During the Charter Period, the Charterers
     shall have the liberty to paint the Vessel in their own colours, install
     and display their funnel insignia and fly their own house flag. The
     Charterers shall also have the liberty, with the Owners' and Mortgagee's
     consent, which shall not be unreasonably withheld, to change the flag
     and/or the name of the Vessel during the Charter Period. Painting and
     re-painting, instalment and re-instalment, registration and
     re-registration, if required by the Owners, shall be at the Charterers'
     expense and time.

     (e) Changes to the Vessel - Subject to Clause 10fa1(iil, the Charterers
     shall make no structural changes in the Vessel or changes in the machinery,
     boilers, appurtenances or spare parts thereof without in each instance
     first securing the Owners' approval thereof. If the Owners so agree, the
     Charterers shall, if the Owners so require, restore the Vessel to its
     former condition before the termination of this Charter.

     (f) Use of the Vessel's Outfit. Equipment and Appliances - The Charterers
     shall have the use of all outfit, equipment, and appliances on board the
     Vessel at the time of delivery, provided the same or their substantial
     equivalent shall be returned to the Owners on redelivery in the same good
     order and condition as when received, ordinary wear and tear excepted. The
     Charterers shall from time to time during the Charter Period replace such
     items of equipment as shall be so damaged or worn as to be unfit for use.
     The Charterers are to procure that all repairs to or replacement of any
     damaged, worn or lost parts or equipment be effected in such manner (both
     as regards workmanship and quality of materials) as not to diminish the
     value of the Vessel. The Charterers have the right to fit additional
     equipment at their expense and risk but the Charterers shall remove such
     equipment at the end of the period if requested by the Owners. Any
     equipment including radio equipment on hire on the Vessel at time of
     delivery shall be kept and maintained by the Charterers and the Charterers
     shall assume the obligations and liabilities of the Owners under any lease
     contracts in connection therewith and shall reimburse the Owners for all
     expenses incurred in connection therewith, also for any new equipment
     required in order to comply with radio regulations.

     (g) Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and
     clean and paint her underwater parts whenever the same may be necessary,
     but not less than once during the period stated in Box 19 or if i3ox 19 has
     been left blank, every sixty (60) calendar months after delivery or such
     other period as may be required by the Classification Society or flag
     State, see also Clause 51.7.

11.  Hire See Clause 38

     Deleted

12.  Mortgage

     (only to apply if Box 28 has been appropriately filled in)

     Deleted

*)   (b) The Vessel chartered under this Charter is financed by a mortgage
     according to the Financial Instrument. The Charterers undertake to comply,
     and provide such information and documents to enable the Owners to comply,
     with all such instructions or directions in regard to the employment,
     insurances, operation, repairs and maintenance of the Vessel as laid down
     in the Financial Instrument or as may be directed from time to time during
     the currency of the Charter by the mortgagee(s) in conformity with the
     Financial Instrument. The Charterers confirm that, for this purpose, they
     have acquainted themselves with all relevant terms, conditions and
     provisions of the Financial Instrument and agree to acknowledge this in
     writing in any form that may be required by the mortgagee(s). The Owners
     warrant that they have not effected any mortgage(s) other than stated in
     Box 28 and that they shall not agree to any amendment of the mortgage(s)
     referred to in Box 28 or effect any other mortgage(s) without the prior
     consent of the Charterers, which shall not be unreasonably withheld.

*)   (Optional, Clauses 12(a) and 12161 am alternatives; indicate alternative
     agreed in Box 28).

13.  Insurance and Repairs See Clause 45

     (a) During the Charter Period the Vessel shall be kept insured by the
     Charterers at their expense against hull and machinery, war and Protection
     and Indemnity risks (and any risks against which it is compulsory to insure
     for the operation of the Vessel, including maintaining financial security
     in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall
     in writing approve, which approval shall not be un-reasonably withheld.
     Such insurances shall be arranged by the Charterers to protect the
     interests of both the Owners and the Charterers and the mortgagee(s) (if
     any), and The Charterers shall be at liberty to protect under such
     insurances the interests of any managers they may appoint. Insurance
     policies shall cover the Owners and the Charterers according to their
     respective interests. Subject to the provisions of the Financial
     Instrument, if any, and the approval of the Owners and the insurers, the
     Charterers shall effect all insured repairs and shall undertake settlement
     and reimbursement from the insurers of all costs in connection with such
     repairs as well as insured charges, expenses and liabilities to the extent
     of coverage under the insurances herein provided for.

     The Charterers also to remain responsible for and to effect repairs and
     settlement of costs and expenses incurred thereby in respect of all other
     repairs not covered by the insurances and/or not exceeding any possible
     franchise(s) or deductibles provided for in the insurances.

     All time used for repairs under the provisions of sub-clause 13(a) and for
     repairs of latent defects according to Clause 3(c) above, including any
     deviation, shall be for the Charterers' account

     (b) If the conditions of the above insurances permit additional insurance
     to be placed by the parties, such cover shall be limited to the amount for
     each party set out in Box 30 and Box 31 respectively. The Owners or the
     Charterers as the case may be shall immediately furnish the other party
     with particulars of any additional insurance effected, including copies of
     any cover notes or policies and the written consent of the insurers of any
     such required insurance in any case where the consent of such Insurers is
     necessary.

     (c) The Charterers shall upon the request of the Owners, provide
     information and promptly execute such documents as may be required to
     enable the Owners to comply with the insurance provisions of the Financial
     Instrument.

     (d) Subject to the provisions of the Financial Instrument, if any, should
     the Vessel become an actual, constructive, compromised or agreed total loss
     under the insurances required under sub-clause 13(a) all insurance payments
     for such loss shall be paid to the Owners who shall distribute the moneys
     between the Owners and the Charterers according to their respective
     interests. The Charterers undertake to notify the Owners and the
     mortgagee(s), if any, of any occurrences in consequence of which the Vessel
     is likely to become a total loss as defined in this Clause.

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

     (f) For the purpose of insurance coverage against hull and machinery and
     war risks under the provisions of sub-clause 13(a) the value of the Vessel
     is the sum indicated in Box 29.

14.  Insurance, Repairs and Classification

     Deleted

15.  Redelivery See also Clause 50

     At the expiration of the Charter Period the Vessel shall be redelivered by
     the Charterers to the Owners at a safe and ice-free port or place as
     indicated in Box 16 in such ready safe berth as the Owners may direct. The
     Charterers shall give the Owners not less than thirty (30) running days'
     preliminary notice of expected date, range of ports of redelivery or port
     or place of redelivery and not less than fourteen (14) running days'
     definite notice of expected date and port or place of redelivery. Any
     changes thereafter in the Vessel's position shall be notified immediately
     to the Owners.

     The Charterers warrant that they will not permit the Vessel to commence a
     voyage (including any preceding ballast voyage) which cannot reasonably be
     expected to be completed in time to allow redelivery of the Vessel within
     the Charter Period. Notwithstanding the above, should the Charterers fail
     to redeliver the Vessel within The Charter Period, the Charterers shall pay
     the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent
     or to the market rate, whichever is the higher, for the number of days by
     which the Charter Period is exceeded. All other terms, conditions and
     provisions of this Charter shall continue to apply.

     Subject to the provisions of Clause 10 the Vessel shall be redelivered to
     the Owners in the same or as good structure, state, condition and class as
     that in which she was delivered, fair wear and tear not affecting class
     excepted.

     The Vessel upon redelivery shall have her survey cycles up to date and
     trading and class certificates valid for at least the number of months
     agreed in Box 17.

16.  Non-Lien

     The Charterers will not suffer, nor permit to be continued, any lien or
     encumbrance incurred by them or their agents, which might have priority
     over the title and interest of the Owners in the Vessel. The Charterers
     further agree to fasten to the Vessel in a conspicuous place and to keep so
     fastened during the Charter Period a notice reading as follows:

     'This Vessel is the property of (name of Owners). It is under charter to
     (name of Charterers) and by the terms of the Charter Party neither the
     Charterers nor the Master have any right, power or authority to create,
     incur or permit to be imposed on the Vessel any lien whatsoever.

17.  Indemnity See Clause 39

     (a) The Charterers shall indemnify the Owners against any loss, damage or
     expense incurred by the Owners arising out of or in relation to the
     operation of the Vessel by the Charterers, and against any lien of
     whatsoever nature arising out of an event occurring during the Charter
     Period. If the Vessel be arrested or otherwise detained by reason of claims
     or liens arising out of her operation hereunder by the Charterers, the
     Charterers shall at their own expense take all reasonable steps to secure
     that within a reasonable time the Vessel is released, including the
     provision of bail.

     Without prejudice to the generality of the foregoing, the Charterers agree
     to indemnify the Owners against all consequences or liabilities arising
     from the Master, officers or agents signing Bills of Lading or other
     documents.

     (b) If the Vessel be arrested or otherwise detained by reason of a claim or
     claims against the Owners, the Owners shall at their own expense take all
     reasonable steps to secure that within a reasonable time the Vessel is
     released, including the provision of bail.

     In such circumstances the Owners shall indemnify the Charterers against any
     loss, damage or expense incurred by the Charterers (including hire paid
     under this Charter) as a direct consequence of such arrest or detention.

18.  Lien

     The Owners to have a lien upon all cargoes, sub-hires and sub-freights
     belonging or due to the Charterers or any sub-charterers and any Bill of
     Lading freight for all claims under this Charter, and the Charterers to
     have a lien on the Vessel for all moneys paid in advance and not earned.

19.  Salvage

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

20.  Wreck Removal

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

21.  General Average

     The Owners shall not contribute to General Average.

22.  Assignment, Sub-Charter and Sale See Clause 41

     (a) The Charterers shall not assign this Charter nor sub-charter the Vessel
     on a bareboat basis except with the prior consent in writing of the Owners,
     which shall not be unreasonably withheld, and subject to such terms and
     conditions as the Owners shall approve.

23.  Contracts of Carriage

     (a) The Charterers are to procure that all documents issued during the
     Charter Period evidencing the terms and conditions agreed in respect of
     carnage of goods shall contain a paramount clause incorporating any
     legislation relating to carrier's liability for cargo compulsorily
     applicable in the trade; if no such legislation exists, the documents shall
     incorporate the Hague-Visby Rules. The documents shall also contain the New
     Jason Clause and the Both-to-Blame Collision Clause.

24.  Bank Guarantee

     (Optional, only to apply if Box 27 filled in)

25.  Requisition/Acquisition

     (a) In the event of the Requisition for Hire of the Vessel by any
     governmental or other competent authority (hereinafter referred to as
     "Requisition for Hire") irrespective of the date during the Charter Period
     when "Requisition for Hire" may occur and irrespective of the length
     thereof and whether or not it be for an indefinite or a limited period of
     time, and irrespective of whether it may or will remain in force for the
     remainder of the Charter Period, this Charter shall not be deemed thereby
     or thereupon to be frustrated or otherwise terminated and the Charterers
     shall continue to pay the stipulated hire in the manner provided by this
     Charter until the time when the Charter would have terminated pursuant to
     any of the provisions hereof always provided however that in the event of
     "Requisition for Hire" any Requisition Hire or compensation received or
     receivable by the Owners shall be payable to the Charterers during the
     remainder of the Charter Period or the period of the "Requisition for Hire"
     whichever be the shorter. (b) In the event of the Owners being deprived of
     their ownership in the Vessel by any Compulsory Acquisition of the Vessel
     or requisition for title by any governmental or other competent authority
     (hereinafter referred to as "Compulsory Acquisition"), then, irrespective
     of the date during the Charter Period when "Compulsory Acquisition"
     may-occur, this Charter shall be deemed terminated as of the date of such
     "Compulsory Acquisition". In such event Charter Hire to be considered as
     earned and to be paid up to the date and time of such 'Compulsory
     Acquisition".

26.  War

     (a) For the purpose of this Clause, the words "War Risks" shall include any
     war (whether actual or threatened), act of war, civil war, hostilities,
     revolution, rebellion, civil commotion, warlike operations, the laying of
     mines (whether actual or reported), acts of piracy, acts of terrorists,
     acts of hostility or malicious damage, blockades (whether imposed against
     all vessels or imposed selectively against vessels of certain flags or
     ownership, or against certain cargoes or crews or otherwise howsoever), by
     any person, body, terrorist or political group, or the Government of any
     state whatsoever, which may be dangerous or are likely to be or to become
     dangerous to the Vessel, her cargo, crew or other persons on board the
     Vessel.

     (b) The Vessel, unless the written consent of the Owners be first obtained,
     shall not continue to or go through any port, place, area or zone (whether
     of land or sea), or any waterway or canal, where it reasonably appears that
     the Vessel, her cargo, crew or other persons on board the Vessel, in the
     reasonable judgement of the Owners, may be, or are likely to be, exposed to
     War Risks. Should the Vessel be within any such place as aforesaid, which
     only becomes dangerous, or is likely to be or to become dangerous, after
     her entry into it, the Owners shall have the right to require the Vessel to
     leave such area.

     (c) The Vessel shall not load contraband cargo, or to pass through any
     blockade, whether such blockade be imposed on all vessels, or is imposed
     selectively in any way whatsoever against vessels of certain flags or
     ownership, or against certain cargoes or crews or otherwise howsoever, or
     to proceed to an area where she shall be subject, or is likely to be
     subject to a belligerent's right of search and/or confiscation.

     (d) If the insurers of the war risks insurance, when Clause 14 is
     applicable, should require payment of premiums and/or calls because,
     pursuant to the Charterers' orders, the Vessel is within, or is due to
     enter and remain within, any area or areas which are specified by such
     insurers as being subject to additional premiums because of War Risks, then
     such premiums and/or calls shall be reimbursed by the Charterers to the
     Owners at the same time as the next payment of hire is due.

     (e) The Charterers shall have the liberty:

          (i)  to comply with all orders, directions, recommendations or advice
               as to departure, arrival, routes, sailing in convoy, ports of
               call, stoppages, destinations, discharge of cargo, delivery, or
               in any other way whatsoever, which are given by the Government of
               the Nation under whose flag the Vessel sails, or any other
               Government, body or group whatsoever acting with the power to
               compel compliance with their orders or directions;

          (ii) to comply with the orders, directions or recommendations of any
               war risks underwriters who have the authority to give the same
               under the terms of the war risks insurance;

         (iii) to comply with the terms of any resolution of the Security
               Council of the United Nations, any directives of the European
               Community, the effective orders of any other Supranational body
               which has the right to issue and give the same, and with national
               laws aimed at enforcing the same to which the Owners are subject,
               and to obey the orders and directions of those who are charged
               with their enforcement.

27.  Commission

     Deleted

28.  Termination See also Clauses 46 and 47

     (a) Charterers' Default

     The Owners shall be entitled to withdraw the Vessel from the service of the
     Charterers and terminate the Charter with immediate effect by written
     notice to the Charterers if:

     (i)  the Charterers fail to pay hire in accordance with Clause 11. However,
          where there is a failure to make punctual payment of hire due to
          oversight, negligence, errors or omissions on the part of the
          Charterers or their bankers, the Owners shall give the Charterers
          written notice of the number of clear banking days stated in Box14 (as
          recognised at the agreed place of payment) in which to rectify the
          failure, and when so rectified within such number of days following
          the Owners' notice, the payment shall stand as regular and punctual.
          Failure by the Charterers to pay hire within the number of days stated
          in Box 34 of their receiving the Owners' notice as provided herein,
          shall entitle the Owners to withdraw the Vessel from the service of
          the Charterers and terminate the Charter without further notice;

     (ii) the Charterers fail to comply with the requirements of.

          (1) Clause 6 (Trading Restrictions)

          (2) Clause 13(a) (Insurance and Repairs) provided that the Owners
          shall have the option, by written notice to the Charterers, to give
          the Charterers a specified number of days grace within which to
          rectify the failure without prejudice to the Owners' right to withdraw
          and terminate under this Clause if the Charterers fail to comply with
          such notice;

    (iii) the Charterers fail to rectify any failure to comply with the
          requirements of sub-clause 10fa (Maintenance and Repairs) as soon as
          practically possible after the Owners have requested them in writing
          so to do and in any event so that the Vessel's insurance cover is not
          prejudiced.

     (b) Owners' Default

     If the Owners shall by any act or omission be in breath of their
     obligations under this Charter to the extent that the Charterers are
     deprived of the use of the Vessel and such breach continues-for a-period of
     fourteen (14) running days after written notice thereof has been given by
     the Charterers to the Owners, the Charterers shall be entitled to terminate
     this Charter with immediate effect by written notice to the Owners.

     (c) Loss of Vessel

     This Charter shall be deemed to be terminated if the Vessel becomes a total
     loss or is declared as a constructive or compromised or arranged total
     loss. For the purpose of this sub-clause, the Vessel shall not be deemed to
     be lost unless she has either become an actual total loss or agreement has
     been reached with her underwriters in respect of her constructive,
     compromised or arranged total loss or if such agreement with her
     underwriters is not reached it is adjudged by a competent tribunal that a
     constructive loss of the Vessel has occurred.

     (d) Either party shall be entitled to terminate this Charter with immediate
     effect by written notice to the other party in the event of an order being
     made or resolution passed for the winding up, dissolution, liquidation or
     bankruptcy of the other party (otherwise than for the purpose of
     reconstruction or amalgamation) or if a receiver is appointed, or if it
     suspends payment, ceases to carry on business or makes any special
     arrangement or composition with its creditors.

     (e) The termination of this Charter shall be without prejudice to all
     rights accrued due between the parties prior to the date of termination and
     to any claim that either party might have.

29.  Repossession

     In the event of the termination of this Charter in accordance with the
     applicable provisions of Clause 28 the Owners shall have the right to
     repossess the Vessel from the Charterers at her current or next port of
     call, or at a port or place convenient to them without hindrance or
     interference by the Charterers, courts or local authorities. Pending
     physical repossession of the Vessel in accordance with this Clause 29 the
     Charterers shall hold the Vessel as gratuitous bailee only to the Owners.
     The Owners shall arrange for an authorised representative to board the
     Vessel as soon as reasonably practicable following the termination of the
     Charter. The Vessel shall be deemed to be repossessed by the Owners from
     the Charterers upon the boarding of the Vessel by the Owners'
     representative. All arrangements and expenses relating to the settling of
     wages, disembarkation and repatriation of the Charterers' Master, officers
     and crew shall be the sole responsibility.

30.  Dispute Resolution

*)   (a) This Contract shall be governed by and construed in accordance with
     English law and any dispute arising out of or in connection with this
     Contract shall be referred to arbitration in London in accordance with the
     Arbitration Act 1996 or any statutory modification or re-enactment thereof
     save to the extent necessary to give effect to the provisions of this
     Clause.

     The arbitration shall be conducted In accordance with the London Maritime
     Arbitrators Association (LMAA) Terms current at the time when the
     arbitration proceedings are commenced.

     The reference shall be to three arbitrators. A party wishing to refer a
     dispute to arbitration shall appoint its arbitrator and send notice of such
     appointment in writing to the other party requiring the other party to
     appoint its own arbitrator within 14 calendar days of that notice and
     stating that it will appoint its arbitrator as sole arbitrator unless the
     other party appoints its own arbitrator and gives notice that it has done
     so within the 14 days specified. If the other party does not appoint its
     own arbitrator and give notice that it has done so within the 14 days
     specified, the party referring a dispute to arbitration may, without the
     requirement of any further prior notice to the other party, appoint its
     arbitrator as sole arbitrator and shall advise the other party accordingly.
     The award of a sole arbitrator shall be binding on both parties as if he
     had been appointed by agreement.

     Nothing herein shall prevent the parties agreeing in writing to vary these
     provisions to provide for the appointment of a sole arbitrator.

     In cases where neither the claim nor any counterclaim exceeds the sum of
     US$50,000 (or such other sum as the parties may agree) the arbitration
     shall be conducted in accordance with the LMAA Small Claims Procedure
     current at the time when the arbitration proceedings are commenced.

     Deleted

     (d) Notwithstanding (a), (b) or (c) above, the parties may agree at any
     time to refer to mediation any difference and/or dispute arising out of or
     in connection with this Contract.

     In the case of a dispute in respect of which arbitration has been commenced
     under (a), (b) or (c) above, the following shall apply:

     (i)  Either party may at any time and from time to time elect to refer the
          dispute or part of the dispute to mediation by service on the other
          party of a written notice (the "Mediation Notice') calling on the
          other party to agree to mediation.

     (ii) The other party shall thereupon within 14 calendar days of receipt of
          the Mediation Notice confirm that they agree to mediation, in which
          case the parties shall thereafter agree a mediator within a further 14
          calendar days, failing which on the application of either party a
          mediator will be appointed promptly by the Arbitration Tribunal ('the
          Tribunal') or such person as the Tribunal may designate for that
          purpose. The mediation shall be conducted in such place and in
          accordance with such procedure and on such terms as the parties may
          agree or, in the event of disagreement, as may be set by the mediator.

    (iii) If the other party does not agree to mediate, that fact may be
          brought to the attention of the Tribunal and may be taken into account
          by the Tribunal when allocating the costs of the arbitration as
          between the parties.

     (iv) The mediation shall not affect the right of either party to seek such
          relief or take such steps as it considers necessary to protect its
          interest

     (v)  Either party may advise the Tribunal that they have agreed to
          mediation. The arbitration procedure shall continue-during the conduct
          of the mediation but the Tribunal may take the mediation timetable
          into account when setting the timetable for steps in the arbitration.

     (vi) Unless otherwise agreed or specified in the mediation terms, each
          party shall bear its own costs incurred in the mediation and the
          parties shall share equally the mediators costs and expenses.

    (vii) The mediation process shall be without prejudice and confidential and
          no information or documents disclosed during it shall be revealed to
          the Tribunal except to the extent that they are disclosable under the
          law and procedure governing the arbitration. (Note: The parties should
          be aware that the mediation process may not necessarily interrupt time
          limits.)

(e)  If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of
     this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*)   Sub-clauses 30(a) 30(b) and 30(c) are alternatives; indicate alternative
     agreed in Box 35.

31.  Notices See Clause 51

     (a) Any notice to be given by either party to the other party shall be in
     writing and may be sent by fax, telex, registered or recorded mail or by
     personal service.

     (b) The address of the Parties for service of such communication shall be
     as stated in Boxes 3 and 4 respectively.
<PAGE>

                                                                  EXECUTION COPY

                               ADDITIONAL CLAUSES

               to the Bareboat Charter dated 4 April 2006 between

                 Mytikas Shipping Company Limited-(as Charters)

                        and-PARTANKERS III AS (as Owners)

                                  in respect of

                                 M/V "Limitless"

32.     DEFINITIONS

32.1    In this Charter, unless the context otherwise requires, the following
        expressions shall have the following meanings:

        32.1.1    "Banking Day" means days on which banks are open for
                  transaction of business of the nature required by this Charter
                  in London, New York and Oslo;

        32.1.2    "Charter Hire" has the meaning given to it in Clause 38 of
                  this Charter;

        32.1.3    "Charter Period" has the meaning given to it in Clause 37.1 of
                  this Charter;

        32.1.4    "Co-Ordination Agreement" means the agreement of even date
                  herewith between the Mortgagee, the Charterers and the other
                  Collateral Charterers acknowledged by the Owners whereby e.g.
                  the Sellers rights and obligations under the Sellers' Credit
                  Agreement will be subordinated and subject to the rights of
                  the Mortgagee under the Loan Agreement;

        32.1.5    "Collateral Charters" means the bareboat charters of even date
                  herewith between the Collateral Charterers and the Owners in
                  respect of each of the Collateral Vessels;

        32.1.6    "Collateral Charterers" means the charterers of the Collateral
                  Vessels (in each case as set out against the name of the
                  relevant Collateral Vessel in the definition of Collateral
                  Vessels herein);

        32.1.7    "Collateral Vessels" means the vessels set out below, each
                  owned by the Owners and chartered to the Collateral Charterer
                  set out below opposite the vessel's name:

                  1.    MN "Faultless" - Parnasos Shipping Company Limited

                  2.    MN "Stainless" -- Parnis Shipping Company Limited

                  3.    MN "Noiseless" -- Imitos Shipping Company Limited

                  4.    MN "Limitless" -- Mytikas Shipping Company Limited

                  5.    MN "Endless" -- Litochoro Shipping Company Limited

        32.1.8    "Compulsory Acquisition" has the meaning giving to it in
                  Clause 25(b);

        32.1.9    "Delivery Date" has the meaning given to it in Clause 33.2;

        32.1.10   "Event of Default" has the meaning given to it in Clause 46.1
                  of this Charter;

        32.1.11   "Guarantee" means the guarantee issued by Guarantor in favour
                  of the Owners in the form enclosed as Exhibit 1 as security
                  for the due performance of this Charter and all other
                  Collateral Charters by the Collateral Charterers;

        32.1.12   "Guarantor" means Top Tankers Inc., a Marshall Islands
                  corporation with registered office at Trust Company Complex,
                  Ajeltake Island, P.O.Box 1405 Majuro, Marshall Islands 96960,
                  having a branch office at 109-111 Messogion Av., Politia
                  Centre, Bldg Cl, Athens 115 26, Greece;

        32.1.13   "Loan Agreement" means the loan agreement between the Owner
                  and the Mortgagee in respect of the USD 180,600,000 loan
                  provided for the purpose of financing, in part, the Owners'
                  purchase of the Vessel and the "Collateral Vessels", together
                  with the security documents executed or to be executed in
                  connection therewith;

        32.1.14   "Managers" means Top Tanker Management Inc,, a Marshall
                  Islands corporation with registered address at Trust Company
                  Complex, Ajeltake Road,, Majuro, Marshall Islands 96960,
                  having a branch office at 109-111 Messogion Av., Politia
                  Centre, Bldg CI, Athens 115 26, Greece;

        32.1.15   "MOA" means the memorandum of agreement of even date herewith
                  made between the Charterers as sellers and the Owners as
                  buyers in respect of the Vessel (as same may be amended from
                  time to time);

        32.1.16   "Mortgage" means the first priority mortgage against the
                  Vessel executed or to be executed by the Owners in favour of
                  the Mortgagee as security for the Owners' obligations under
                  the Loan Agreement and the Swap Agreement;

        32.1.17   "Mortgagee" means Nordea Bank Norge ASA, as agent on behalf of
                  the banks having financed the Owners' purchase of the Vessel
                  and the "other Collateral Vessels" and Nordea Bank Finland Plc
                  as swap bank;

        32.1.18   "Multipartite Agreement" means the agreement between the
                  Owners, the Sellers and other Collateral Charterers, and the
                  Sub-Charterer providing for, inter alia, confirmation by the
                  Sub-Charterer that it accepts ( I ) the Owners as new owners
                  of the Vessel, (2) the Mortgagee and its security interest in
                  the Vessel and (3) the step-in rights and other arrangements
                  set out therein;

        32.1.19   "Seller" means the Charterers as seller under the MOA;

        32.1.20   "Sellers" means the Charterers and the other Collateral
                  Charterers as sell s under the relevant MOA relating to the
                  relevant Collateral Vessels;

        32.1.21   "Sellers' Credit" means a retention in the amount of US$
                  25,800,000 provided by the Sellers to the Owners as security
                  for the Charterers' due and correct performance of all of its
                  obligations under this Charter and for the other Collateral
                  Charterers' obligations under the other Collateral Charters,
                  or such amount thereof as may be outstanding from time to
                  time, to be applied and reduced as more particularly set out
                  in the Sellers' Credit Agreement;

        32.1.22   "Sellers' Credit Agreement" means the agreement entered into
                  on the date hereof among the Sellers, the Charterers and all
                  other Collateral Charterers and the Owners in respect of the
                  Sellers' Credit;

        32.1.23   "Ship Management Agreement" means the ship management
                  agreement to be entered between the Charterers and the
                  Managers in respect of the Vessel;

        32.1.24   "Sub-Charterer" means none;

        32.1.25   "Swap Agreement" means an ISDA Master Agreement entered or to
                  be entered into between the Owners and Nordea Bank Finland
                  PLC, as amended from time to time, and confirmations of the
                  transactions relating to hedging of interest exposure under
                  the Loan Agreement made or to be made thereunder;

        32.1.26   "Total Loss" means (i) actual or constructive or compromised
                  or arranged total loss of the Vessel or (ii) any Compulsory
                  Acquisition.

32.2    The headings in this Agreement do not affect its interpretation.

33.     MOA AND DELIVERY

33.1    Subject to the Vessel being delivered to, and taken over by, the Owners
        pursuant to the MOA, the Charterers shall forthwith be deemed to have
        taken delivery of the Vessel under this Charter simultaneously with
        delivery by the Seller to the Owners pursuant to the MOA.

33.2    The date of delivery for the purpose of this Charter shall be the date
        (the "Delivery Date") when the Vessel is in fact delivered by the Seller
        to the Owners pursuant to the MOA, whether that be before or after the
        scheduled date under the MOA, and the Owners shall be under no
        responsibility for any delay whatsoever in delivery of the Vessel to the
        Charterers under this Charter.

33.3    The Charterers undertake that in the event the Vessel is not delivered
        and accepted under the MOA for any reason which is not attributable to
        any act or omission on part of the Owners, the Charterers will promptly
        upon the Owners' written demand reimburse the Owners in full (without
        set-off or counterclaim of any nature) for any cost or disbursement
        reasonably incurred by the Owners in respect of the contemplated
        transaction, including any costs incurred in respect of financing
        arrangements made in connection therewith.

33.4    Without prejudice to the provisions of Clause 33.2 above, the Owners and
        the Charterers shall on the Delivery Date sign a Protocol of Delivery
        and Acceptance evidencing delivery of the Vessel hereunder.

        The On-hire Survey referred to in Clause 7 hereof shall be for the
        purposes of ascertaining the condition of the Vessel at the time of
        delivery hereunder and shall not give rise to any right of the Owners to
        refuse to deliver, or the Charterers to refuse to accept, the Vessel
        hereunder, except that such On-hire Survey shall be of immediate
        relevance in determining the condition of the Vessel upon commencement
        of the Charter Period and, accordingly, in relation to the required
        condition of the Vessel upon redelivery pursuant to Clauses 15 and 50.
        The On-hire Survey shall include a list of mutually agreed spares and
        inventory pertaining to the Vessel on board and on shore. In connection
        with and as part of the On-hire Survey, the Owners shall be entitled to
        conduct an underwater inspection and the provisions of NSF'93 Clause 6
        (b) and (c) shall apply correspondingly.

34.     CANCELLING

34.1    Should the MOA be cancelled or should the Vessel become a Total Loss
        prior to its delivery under the.M0A, this Charter shall be cancelled
        forthwith without liability on the part of either party under this
        Charter except as expressly stated in the MoA or this Charter.

35.     TERMS OF DELIVERY

35.1    Subject to Clause 35.4 below, the Charterers - having owned and operated
        the Vessel for a considerable time, and therefore possessing first-hand
        knowledge about the Vessel and her specifications, performance and
        conditions in all respects - acknowledge and agree that the Owners make
        no condition, term, representation or warranty, express or implied (and
        whether statutory or otherwise) as to the title passed to Owners from
        the Seller, seaworthiness, merchantability, condition, design,
        operation, performance, capacity or fitness for use of the Vessel or as
        to the eligibility of the Vessel for any particular trade or operation
        or any other condition, term, representation or warranty whatsoever,
        express or implied, with respect to the Vessel. Delivery to the
        Charterers or (as the case may be) deemed delivery of the Vessel under
        this Charter shall be conclusive proof that, for the purposes of the
        obligations and liabilities of the Owners hereunder or in connection
        herewith, the Vessel is at that time seaworthy, in accordance with the
        provisions of this Charter, and in good working order and repair and
        without defect or inherent vice whether or not discoverable by the
        Charterers.

35.2    Subject to Clause 35.4 hereof, the Charterers hereby waive all their
        claims against the Owners howsoever and whensoever the same may arise at
        any time in respect of the Vessel or the Owners' title thereto as passed
        to the Owners from the Seller or rights therein or arising out of the
        operation or performance of the Vessel and the chartering thereof under
        this Charter (including in respect of the seaworthiness or otherwise of
        the Vessel).

35.3    The Charterers agree that the Owners shall be under no liability to
        supply any replacement vessel or any piece or part thereof during any
        period when the Vessel is unusable and shall not be liable to the
        Charterers or any other person as a result of the Vessel being unusable
        (unless such unusability is due to the Owners' fault).

35.4    Nothing contained in this Clause 35 shall be construed as a waiver of
        any rights or remedies of the Charterers at law or in equity against the
        Owners in respect of (a) any fraudulent or wilful misconduct of the
        Owners or (b) any failure on the part of the Owners to comply with any
        of the terms of this Charter or the MoA.

36.     CONDITIONS PRECEDENT

Notwithstanding anything to the contrary in this Charter, the obligations of the
Owners to charter the Vessel to the Charterers under this Charter are subject to
and conditional upon at the Delivery Date:-

36.1    delivery of the Vessel to the Owners by the Seller pursuant to the MOA;
        and

36.2    no Event of Default having occurred and continuing unremedied or
        unwaived, and no other event having occurred and continuing unremedied,
        which with the giving of notice and/or lapse of time would, if not
        remedied, constitute an Event of Default; and

36.3    each of the representations and warranties contained in Clause 43 of
        this Charter being true and correct in all material respects on the
        Delivery Date by a reference to the facts and circumstances then
        existing; and

36.4    the Owners having received evidence that the appointment of the Managers
        under the Ship Management Agreement has commenced; and

36.5    the Owners having received evidence that the Vessel is insured in
        accordance with the provisions of this Charter and that all requirements
        of Clauses 13 and 45 of this Charter in respect of such insurances have
        been complied with; and

36.6    the Owner's having received evidence that the first instalment of the
        Charter Hire (as defined in Clause 38.1) has been or will be paid as
        required in Clause 38.2; and

36.7    the Owners having received, all in such form and substance reasonably
        acceptable to the Owners and the Mortgagee:

        36.7.1    the Multipartite Agreement duly signed by the parties thereto;

        36.7.2    the Co-Ordination Agreement, duly signed by the parties
                  thereto;

        36.7.3    the Seller's Credit Agreement, duly signed by the parties
                  thereto;

        36.7.4    the Ship Management Agreement, duly signed by the parties
                  thereto;

        36.7.5    the Guarantee, duly executed by the Guarantor;

        36.7.6    the Sub-Charter, duly executed by the parties thereto;

        36.7.7    legal opinions from counsel in respect of the laws of England,
                  the Marshall Islands and Liberia in form and substance
                  satisfactory to the Owners and the Mortgagee;

        36.7.8    a copy of the Document of Compliance of the Ship Manager, the
                  Safety Management Certificate of the Vessel and the ISPS Code
                  Ship Security Certificate for the Vessel; and

        36.7.9    such further documentation as may be agreed between the
                  parties.

37.     CHARTER PERIOD

37.1    Subject to the terms of this Charter, the period of chartering of the
        Vessel hereunder (the "Charter Period") shall commence on the Delivery
        Date and shall terminate on the date which falls 84 months after the
        Delivery Date.

38.     CHARTER HIRE AND SECURITY

38.1    The Charterers shall, throughout the Charter Period, pay charter hire
        (the "Charter Hire") to the Owners at a rate of USD 23,450 net per day,
        365 days per year.

38.2    The Charterers shall pay Charter Hire due to the Owners punctually in
        accordance with the terms of this Charter. The Charter Hire shall be
        paid monthly in advance with the first instalment falling due on the
        Delivery Date.

38.3    Notwithstanding anything to the contrary contained in this Charter, all
        payments by the Charterers hereunder (whether by way of hire or
        otherwise) shall be made as follows:-

        38.3.1    On the relevant Payment Date, or, if the Payment Date shall
                  not be a Banking Day, on the next following Banking Day
                  unless, in the case the Payment Date falls in the following
                  calendar month, the immediately preceding Banking Day; and

        38.3.2    In USD in funds with the same day value to the Owners' account
                  no. 6012.04.43855 with the Mortgagee, under reference
                  "Faultless Charter Hire", or such other bank account as may be
                  advised to the Charterers by the Owners by not less than 10
                  Banking Days' prior written notice.

        38.3.3    Final payment of Charter Hire, if for a period of less than
                  thirty (30) running days, shall be calculated proportionally
                  according to the numbers of days and hours remaining before
                  redelivery and advance payment to be effected accordingly.

38.4    All payments under this Charter shall be made without any discount,
        set-off or counterclaim whatsoever, and free and clear of any bank
        charges and/or any withholding or deduction for, or on account of, any
        present or future income, freight, stamp and other taxes, levies,
        imposts, duties, fees, charges, restrictions or conditions of any
        nature. All payments shall be made free and clear of, and without
        deduction for or on account of any present or future taxes or duties of
        any nature now or hereafter imposed. It the Charterers are required by
        any authority in any country to make any withholding or deduction from
        any such payment, the sum due from the Charterers in respect of such
        payment will be increased to the extent necessary to ensure that, after
        the making of such withholding or deduction the Owners receive a net sum
        equal to the amount which it would have received had no such deduction
        or withholding been required to be made.

38.5    The Charterers' obligation to pay Charter Hire in accordance with the
        requirements of this Clause 38 shall, subject to Clauses 28 (d) and
        45.3, be absolute, irrespective of any contingency or cause whatsoever,
        which would or might, but for this provision, have the effect of
        terminating or in any way affecting any obligation of the Charterers
        under this Charter, including (but not limited to):

        38.5.1    any set-off, counterclaim, recoupment, defence or other right
                  which the Charterers may have against the Owners or any other
                  person; or

        38.5.2    any unavailability of the Vessel for any reason, including
                  (but not limited to) any lack of or invalidity of title or any
                  other defect in the title passed on to them from the Sellers,
                  the condition, design, operation or fitness for use of the
                  Vessel or the ineligibility of the Vessel for any particular
                  trade or for documentation under the laws of any country
                  (except if a defect in any such documentation is due to the
                  fault of the Owners and the Charterers have notified the
                  Owners of the defect in documentation which has remained
                  unremedied for a period of 15 days after notice was given) or
                  any damage to the Vessel; or

        38.5.3    any failure or delay on the part of the Owners whether with or
                  without fault on their part, in performing or complying with
                  any of the terms or covenants hereunder.

38.6    In the event of failure by the Charterers to pay on the due date for
        payment thereof, or in the case of the sum payable on demand, the date
        of demand therefore, any Charter Hire or other amount payable by them
        under this Charter, the Charterers will pay to the Owners interest on
        such Charter Hire or such other amount from the date of such failure to
        the date of actual payment (both before and after any relevant judgment
        or winding up of the Charterers) at the rate determined by the Owners
        and certified by them to the Charterers (such certification to be
        conclusive in the absence of manifest error) to be the aggregate of (i)
        three per centum (3%) and (ii) the London Interbank Offered Rate for USD
        deposits of not more than one (1) month's duration (as such rate is from
        time to time quoted by leading banks in the London Interbank Market to
        the Mortgagee). The interest payable by the Charterers as aforesaid
        shall be compounded at such intervals as the Owners shall determine and
        shall be payable on demand. Payment of interest due under this
        sub-clause shall be made within seven (7) running days of the date of
        the Owners' invoice specifying the amount payable or, in the absence of
        an invoice, at the time of the next hire payment date.

        Any interest payable under this Charter shall accrue from day to day and
        shall be calculated on the actual number of days elapsed and a three
        hundred and sixty (360) day year.

38.7    As security for the Charterers' performance of their obligations under
        this Charter, the Charterers shall procure that the Guarantee be issued
        by the Guarantor in favour of the Owners.

39.     INDEMNITY

39.1    Subject to the terms of this Charter and in particular Clause 39.2
        hereof, the Charterers agree at all times to indemnify and keep
        indemnified the Owners against:-

        39.1.1    any costs, charges, or expenses which the Charterers have
                  agreed to pay under this Charter and which shall be claimed or
                  assessed against or paid by the Owners; and

        39.1.2    all losses, costs, charges, expenses, fees, payments,
                  liabilities, penalties, fines, damages or other sanctions of a
                  monetary nature (collectively, "Losses") suffered or incurred
                  by the Owners and arising during the tenure of the Charter or
                  in relation to the Charter in any manner out of the design,
                  manufacture, delivery, non delivery, purchase, importation,
                  registration, ownership, chartering, sub-chartering,
                  possession, control, use, operation, condition, maintenance,
                  repair, replacement, refurbishment, modification, overhaul,
                  insurance, sale or other disposal, return or storage of or
                  loss of or damage to the Vessel or otherwise in connection
                  with the Vessel (whether or not in the control or possession
                  of the Charterers) including but not limited to those Losses
                  described in Clause 39 and including any and all claims in
                  tort or in contract by any sub-charterer of 'the Vessel from
                  the Charterers or by the holders of any Bills of Lading issued
                  by the Charterers, except and to the extent directly caused by
                  the default of the Owners; and

        39.1.3    all Losses suffered or incurred by the Owners which result
                  from claims which may be made during the tenure of the Charter
                  or in relation to the Charter on the ground that any design,
                  article or material of or in the Vessel or the operation or
                  use thereof constitutes or is alleged to constitute an
                  infringement of patent or copyright or registered design or
                  other intellectual property right or any other right
                  whatsoever; and

        39.1.4    all Losses suffered or incurred by the Owners and/or the
                  Mortgagee during the tenure of this Charter in preventing or
                  attempting to prevent the arrest, confiscation, seizure,
                  taking in execution, impounding, forfeiture or detention of
                  the Vessel, or in securing the release of the Vessel therefrom
                  provided that such events are not caused by Owners' default,
                  and

        39.1.5    all Losses suffered or incurred by the Owners with respect to
                  or as a result of the presence, escape, seepage, spillage,
                  leaking, discharge or migration from the Vessel of oil or any
                  other hazardous substance during the tenure of this Charter,
                  including without limitation, any claims asserted or arising
                  under the US Oil Pollution Act of 1990 (as same may be amended
                  and/or re-enacted from time to time hereafter) or similar
                  legislation, regardless of whether or not caused by or within
                  the control of the Charterer; and

        39.1.6    all Losses suffered or incurred by the Owners and/or their
                  respective officers or members of management board and/or the
                  Mortgagee or any of the other financial institutions which are
                  party to the Loan Agreement, as a consequence of any violation
                  by the Charterers or any sub-charterer of U.S. law or any
                  other laws pursuant to which the Vessel and/or her trading or
                  operations shall be subject from time to time; and

        39.1.7    any reasonable Losses incurred or suffered by the Owners in
                  liquidating employing or prepaying funds acquired or borrowed
                  to purchase or finance or refinance the Vessel following any
                  default in payment hereunder or the occurrence of any Event of
                  Default.

39.2    If, under any applicable law, whether as a result of judgment against
        the Charterers or the liquidation of the Charterers or for any other
        reason, any payment to be made by the Charterers under or in connection
        with this Charter is made or is recovered in a currency other than the
        currency (the "currency of obligation") in which it is payable pursuant
        to this Charter then, to the extent that the payment (when converted
        into the currency of obligation at the rate of exchange on the date for
        the determination of liabilities permitted by the applicable law) falls
        short of the amount unpaid under this Charter, the Charterers shall as a
        separate and independent obligation, fully indemnify the Owners against
        the amount of the shortfall; and for the purposes of this sub-clause
        "rate of exchange" means the best rate at which the Owners are able on
        the relevant date to purchase the currency of obligation with the other
        currency.

39.3    The indemnities ocontained in this Clause 39, and each other indemnity
        contained in this Charter, shall survive any termination or other ending
        of this Charter and any breach of, or repudiation or alleged repudiation
        by, the Charterers or the Owners of this Charter but the indemnity
        contained in this Clause 39 hereof shall not apply if and to the extent
        that the relevant cost, charge, expense or Loss arises as a result of
        (i) any act, neglect or default of or by any person (other than the
        Charterers) subsequent to the redelivery of the Vessel to the Owners
        pursuant to Clause 15 hereof or any other provision of this Charter or
        (ii) any fraudulent or wilful misconduct or recklessness of the Owners,
        or any failure on the part of the Owners to comply with any of the terms
        of this Charter or the MOA which can reasonably be deemed to be of a
        material nature in the context of the transaction and which the Owners
        have failed to remedy within 14 days following the Charterers' written
        notice thereof, or (iii) any encumbrance, mortgage, charge, lien or
        other security interest whatsoever over the Vessel in respect of a debt,
        liability or other obligation of the Owners (other than any such arising
        from or in connection with the use or operation of the Vessel by the
        Charterers).

39.4    All moneys payable by the Charterers under this Clause 39 shall be paid
        on demand within five Banking Days from receiving the Owner's written
        demand in relation thereto.

40.     MORTGAGES

40.1    The Owners warrant that they have not effected any mortgage(s) other
        than to the Mortgagee and to the Seller stated in Box 28 and that they
        shall not effect any other mortgages(s) without the Charterers' prior
        consent, which shall not be unreasonably withheld or delayed.

40.2    The Charterers agree with the Owners that the Owners may assign this
        Charter to the Mortgagee, and shall procure that the Charter Guarantors
        agree that the Owners may assign its rights under the Charter Guarantees
        to the Mortgagee.

41.     OWNERS' TRANSFER OF VESSEL - CHARTERERS' SUB-CHARTERING

41.1    The Owner or the Mortgagee may change the registered ownership of the
        Vessel by way of a sale or otherwise subject to the Charterers' prior
        approval, which shall be granted provided that (i) this Charter is
        continued on identical terms, and (ii) the change is not reasonably
        likely to cause negative consequences for the Charterers as to economic
        or competitive relationships.

41.2    The Charterers agree and undertake to enter into any such usual
        documents as the Owners or the Mortgagee shall reasonably require to
        complete or perfect the transfer of the Vessel (with the benefit and
        burden of this Charter) pursuant to Clause 41.1 above, any costs or
        expenses whatsoever arising in relation thereto to be borne by the
        Owners.

41.3    The Charterers shall, subject to (i) no Event of Default having occurred
        and being continuing or (ii) any other restriction set out herein, be
        entitled to let the Vessel by way of time or voyage charter to any
        person other than the Sub-Charterer upon the expiry of the Sub-Charter
        provided that;

        (i)  any such sub-charter shall not relieve or discharge the Charterers
             from any of their obligations contained in this Charter; and

        (ii) any such -sub-charter shall make reference to the -fact that the
             Charterers have chartered the Vessel from the Owners, and no such
             charter shall be of a duration which expires, or which by virtue of
             any optional extensions therein contained could expire after the
             last day of the Charter Period;

       (iii) the Owners and its financiers shall have afforded step-in rights to
             any sub-charter with a duration (including options) of more than 12
             months, which right shall be documented by way of an agreement
             based on the format of the Multipartite Agreement; and

        (iv) the Charterers will promptly notify the Owners of any such
             sub-chartering.

        In no event may the Charterers demise charter (sub-bareboat charter) the
        Vessel to any party without the Owners' prior written consent, which
        consent shall not be unreasonably withheld.

41.4    Any registration of this Charter in any Ship Register shall require the
        prior mutual agreement between the Owners and the Charterers and the
        prior written consent of the Mortgagee.

42.     FLAG

42.1    The Vessel shall upon the Delivery Date be registered in the name of the
        Owners under Marshall Islands flag provided always that the Owners
        shall, at any time following the Delivery Date, be entitled to transfer
        the flag of the Vessel to such other registry as the Owners may select
        (subject always to the Charterers' prior written consent, which consent
        shall not be unreasonably withheld considering consequences for the
        Charterers as to economic or competitive relationships). The Charterers
        may request the Owners to change flag at the Charterers' cost, which
        consent shall not be unreasonably withheld by the Owners, subject to
        acceptance thereto having been obtained from the Mortgagee.

42.2    All costs and expenses arising in connection with the initial
        registration of the Vessel in the name of the Owners under the Marshall
        Islands flag or in connection with the maintenance of such registration
        shall be borne by the Owners and, if and to the extent from time to time
        paid by the Charterers, shall be reimbursed by the Owners to the
        Charterers upon demand.

43.     REPRESENTATIONS AND WARRANTIES

43.1    The Charterers acknowledge that the Owners have entered into this
        Charter in full reliance on representations by (i) the Guarantor as set
        out in the Guarantee and (ii) the Charterers in the following terms; and
        the Charterers now warrant to the Owners that the following statements
        are, at the date hereof, and on the Delivery Date as if made with
        reference to the facts and circumstances existing on such date, will be,
        true and accurate:-

        43.1.1    the Charterers are duly incorporated and validly existing
                  under the laws of Marshall Islands; and

        43.1.2    the Charterers are the wholly-owned subsidiary of the
                  Guarantor;

        43.1.3    this Charter constitute the legal, valid and binding
                  obligations of the Charterers, enforceable in accordance with
                  its terms; and

        43.1.4    the Charterers have the power to enter into and perform its
                  obligations under this Charter; and

        43.1.5    all consents, licences, approvals and authorisations required
                  in connection with the Charterers' entry into, performance,
                  validity and enforceability of this Charter have been obtained
                  and are, or will prior to the Delivery Date be, in full force
                  and effect; and

        43.1.6    no litigation, arbitration or administrative proceeding is
                  taking place against the Charterers or against any of the
                  assets of, the Charterers which is likely to be adversely
                  determined and, if adversely determined, would have a material
                  adverse effect on the Charterers' ability to perform their
                  obligations under this Charter; and

        43.1.7    no Event of Default (as defined in Clause 46.1 hereof) of
                  which they are aware, and no event of which they are aware
                  which with the giving of notice and/or lapse of time and/or
                  relevant determination would constitute an Event of Default,
                  has occurred and is continuing.

43.2    The Owners acknowledge that the Charterers have entered into this
        Charter in full reliance on representations by the Owners in the
        following terms; and the Owners now warrant to the Charterers that the
        following statements are, at the date hereof, and on the Delivery Date
        as if made with reference to the facts and circumstances existing on
        such date, will be, true and accurate:-

        43.2.1    the Owners are duly incorporated and validly existing under
                  the laws of Norway as a limited liability company; and

        43.2.2    this Charter constitute the legal, valid and binding
                  obligations of the Owners, enforceable in accordance with its
                  terms; and

        43.2.3    the Owners have the power to enter into and perform its
                  obligations under this Charter; and

        43.2.4    all consents, licences, approvals and authorisations required
                  in connection with the Owners' entry into, performance,
                  validity and enforceability of this Charter have been obtained
                  and are, or will prior to the Delivery Date be, in full force
                  and effect; and

        43.2.5    no litigation, arbitration or administrative proceeding is
                  taking place against the Owners or against any of the assets
                  of, the Owners which is likely to be adversely determined and,
                  if adversely determined, would have a material adverse effect
                  on the Owners' ability to perform their obligations under this
                  Charter.

44.     UNDERTAKINGS

        The Charterers undertake and agree that throughout the Charter Period
        they will:

44.1    Provide to the Owners;

        44.1.1    their audited annual financial statements as soon as available
                  and in no event later than 120 days after the end of their
                  financial year; and

        44.1.2    copies of all class records, class certificates and survey
                  reports prepared by the classification society pertaining to
                  the Vessel as soon as practicable after their issue and in any
                  event updated copies every six months; and

        44.1.3    at any relevant time, copies of any inspection and/or
                  management reports obtained or prepared by the Charterers or
                  the Managers in respect of the Vessel, which reports shall be
                  prepared and submitted at least twice per calendar year.

44.2    Not repudiate or terminate, nor permit the repudiation or termination
        of, the Ship Management Agreement or the Sub-Charter nor, without the
        prior written consent of the Owners (such consent not to be unreasonably
        withheld), amend or vary the terms of, or permit or suffer any material
        amendment or variation of the terms of, the Ship Management Agreement or
        the Sub-Charter without the Owners' consent.

44.3    Procure that the Vessel is classified and maintained free of
        recommendations or conditions of class with the classification society
        indicated in Box 10, or with such other classification society as shall
        be acceptable to the Owners and the Mortgagee, and at all times comply
        with the rules and regulations of the classification society.

44.4    At all times ensure compliance in all material respects with all
        applicable environmental laws and all other laws and regulations, in
        each case as relating to the Vessel wherever the Vessel might be trading
        and the operation and management thereof, and take all reasonable
        precautions to ensure that the crews, employees, agents or
        representatives of the Charterers at all times comply with such
        environmental laws and other applicable laws. Also, the Charterers will
        ensure that US Voyage Declarations, where applicable, are submitted in a
        timely fashion in accordance with the P&I terms of cover and that a
        Certificate of Financial Responsibility (COFR) is obtained before
        trading in the United States.

44.5    At all times ensure compliance in all material respects with all
        international conventions, codes and regulations, including the
        International Convention for Safety of Life at Sea (SOLAS) 1974 (as
        adopted, amended or replaced from time to time), the STCW 95, the ISM
        Code and the ISPS Code (as each such term is defined in the relevant
        amendments to SOLAS), in each case as relating to the Vessel and the
        operation and management thereof, and ensure such compliance by the
        Manager and any other company (with the prior consent of the Owners)
        performing ship management services in respect of the Vessel on behalf
        of the Charterers.

44.6    Obtain and promptly renew from time to time, and, whenever so reasonably
        required, promptly furnish certified copies to the Owners of, all such
        authorisations, approvals, consents and licences as may be required
        under any applicable law or regulation to enable the Charterers to
        perform their obligations under this Charter or required for the
        validity or enforceability of this Charter, and the Charterers shall in
        all material respects comply with the terms of the same.

44.7    Ensure that any new charter arrangement entered into following the
        expiry or termination of the Sub-Charter provides for step-in rights for
        the currently envisaged in the Multipartite Agreement;

44.8    Notify the Owners forthwith by letter, or in case of urgency, by telefax
        or e-mail of:

        44.8.1    any accident to the Vessel involving repairs, the cost of
                  which is likely to exceed USD 250,000 (or the equivalent in
                  any other currency); or

        44.8.2    any occurrence in consequence whereof the Vessel has become or
                  is likely to become a Total Loss; or

        44.8.3    any arrest of the Vessel or the exercise or purported exercise
                  of any lien on the Vessel; or

        44.8.4    details of any action, suit, proceeding, litigation or dispute
                  for an amount of USD 250,000 or more against itself before any
                  court, board of arbitration or other body, which, in either
                  case, could or might result in any material adverse change in
                  the business or condition (financial or otherwise) of the
                  Charterer, when the same is instituted or threatened; or

        44.8.5    any breach of any applicable laws or regulations relevant to
                  the maintenance and operation of the Vessel.

44.9    Notify the Owners in writing of any Event of Default of which they are
        aware (or an event of which they are aware which, with the giving of
        notice and/or lapse of time, would constitute an Event of Default and
        which is not likely to be remedied before becoming an Event of Default).

44.10   Upon the Owners' request provide information regarding the Vessel's
        trading patterns and employment.

45.     INSURANCES, TOTAL LOSS AND COMPULSORY ACQUISITION

45.1    The Charterers undertake to the Owners that throughout the Charter
        Period:-

        45.1.1    all insurances to be effected by the Charterers pursuant to
                  this Charter shall be effected and maintained by the
                  Charterers;

                  (i)  in the joint names of the Owners and the Charterers, or
                       otherwise as they may agree;

                  (ii) in an amount of hull and machinery and war risks cover
                       set out in Clause 45.2 (or such other amount as may be
                       agreed from time to time between the Charterers and the
                       Owners, or the Mortgagee; as their assignee);

                 (iii) so that the protection and indemnity risks include, in
                       the case of oil pollution liability risks, cover for an
                       aggregate amount equal to the highest level of cover
                       available from time to time under the basic P&1 Club
                       entry policy (currently one billion United States
                       Dollars);

                  (iv) upon standard UK or Norwegian terms and by policies
                       and/or entries in such forms as shall from time to time
                       be approved in writing by the Owners and the Mortgagee;
                       and

                  (v)  through first class/Lloyd's brokers and with such
                       reliable and first class security companies/underwriters,
                       war risks and I.G.A P&I Associations as shall, in each
                       case, from time to time be approved in writing by the
                       Owners and the Mortgagee, such approval not to be
                       unreasonably withheld;

        45.1.2    all such insurances shall be renewed by the Charterers at
                  least fourteen (14) days before the relevant policies or
                  contracts expire and the approved brokers and/or the approved
                  insurers shall promptly confirm in writing to the Owners and
                  the Mortgagee as and when each such renewal is effected and,
                  in the event of any renewal not being effected by the
                  Charterers as aforesaid, shall notify the Owners forthwith;

        45.1.3    the Charterers shall pay punctually all premiums, calls,
                  contributions or other sums payable in respect of all such
                  insurances and produce all relevant receipts when so
                  reasonably required by the Owners or the Mortgagee provided
                  there is no genuine dispute and subject always to the
                  Charterers' obligation to maintain the Vessel insured at all
                  times as required by this Charter and/or the Multipartite
                  Agreement;

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

        45.1.5    the Charterers shall procure that the policies and/or entries
                  in respect of the insurances against marine and war risks are,
                  in each case, endorsed with the interest of the Owners and the
                  Mortgagee to the effect that:

                  (i)  payment of a claim for a Total Loss of the Vessel will be
                       made to the Mortgagee as mortgagee and as the Owners'
                       assignee (until such Mortgage has been discharged, after
                       which to the Owners) and, if applicable, to the
                       Charterers in respect of any additional coverage taken
                       out by him in accordance with box 31 above,; and

                  (ii) payment in respect of a claim which is not a Total Loss
                       of the Vessel shall, subject to the proviso hereto and
                       subject to the prior written consent of the Mortgagee, be
                       made to the Owners who shall apply the same by making
                       payment to the Charterers as reimbursement of costs and
                       expenses incurred to make good the loss and fully repair
                       all damage and otherwise maintaining the Vessel in
                       accordance with their obligations hereunder as evidenced
                       by invoices or other evidence reasonably acceptable to
                       the Owner and the Mortgagee provided however (a) that
                       such claims as are payable in respect of a hull &
                       machinery minor casualty (that is to say a claim or the
                       aggregate of the claims does not exceed five hundred
                       thousand dollars (US$ 500,000) inclusive of any
                       deductible (or the equivalent in any other currency))
                       shall be paid to the Charterers without the prior written
                       consent of the Mortgagee and (b) that -all such sums
                       shall be payable as aforesaid only until such time as the
                       Owners may otherwise direct to the contrary following
                       notice of termination having been given under the Charter
                       whereupon all such sums shall be paid to the Owners or to
                       the Mortgagee as the Owners' assignee and loss payee;

        45.1.6    the Charterers shall procure that the entries in respect of
                  protection and indemnity risks shall provide for moneys
                  payable thereunder to be paid either:

        45.1.7    to the person to whom was incurred the liability in respect of
                  which the relevant money was paid or, unless and until the
                  Owners or the Mortgagee shall direct (following the occurrence
                  of any Event of Default which continues unremedied and/or
                  unwaived) that they shall be paid to the Owners or to the
                  Mortgagee; or

        45.1.8    to the Charterers in reimbursement for any payment properly
                  made by the Charterers to a third party;

        45.1.9    the Charterers shall procure that copies of all cover notes,
                  conditions and certificates of entry are furnished to the
                  Owners and the Mortgagee for their custody;

        45.1.10   the Charterers shall procure that the interest of the Owners
                  as owner of the Vessel and of the Mortgagee as mortgagee of
                  the Vessel and as assignee of the Owners' interest in the
                  insurances and loss payee of all insurance proceeds (other
                  than under any insurances taken out pursuant to box 31 above,
                  if applicable) shall be recorded on all policies and shall be
                  confirmed to the Owners and the Mortgagee in conformity with
                  applicable market practice and with the reasonable
                  requirements of the Owners and the Mortgagee;

        45.1.11   the Charterers shall not do any act or permit or suffer any
                  act to be done whereby any insurance required as aforesaid
                  shall or may be suspended, invalidated, cancelled or become
                  defective;

        45.1.12   without prejudice to the Charterers' obligation to keep the
                  Vessel in repair regardless of whether insurance proceeds
                  shall have first been received, the Charterers shall apply all
                  such sums receivable in respect of the insurances as are paid
                  to the Charterers in accordance with the terms of Clause
                  45.1.5 for the purpose of making good the loss and fully
                  repairing all damage in respect whereof the insurance moneys
                  shall have been received;

        45.1.13   the Charterers shall not make any alteration to any of the
                  insurances referred to in this Clause without the prior
                  written approval by the Owners and the Mortgagee, which shall
                  not be unreasonably withheld, and shall not make, do, consent
                  or agree to any act or omission which might render any such
                  instrument of insurance invalid or unenforceable or render any
                  sum payable thereunder repayable in whole or in part; and

        45.1.14   if the Owners or the Mortgagees receive payment of insurance
                  proceeds in respect of insured repairs that have already been
                  carried out at the Charterers' expense or in respect of
                  insured liabilities that the Charterers have duly paid to
                  third parties in agreement with this Charter, they shall
                  without undue delay pay the same to the Charterers, whether or
                  not notice of termination has been given under this Charter
                  but subject always to any right of set-off the Owners may
                  have.

45.2    Notwithstanding anything to the contrary contained in this Charter, the
        Vessel shall be kept insured throughout the Charter Period in respect of
        hull and machinery and war risks for an amount not less than the greater
        of (A) 100% of the market value of the Vessel determined as the average
        of valuations obtained from two of any of the following ship brokers
        Clarksons, Fearnleys, Barry Rogliano Salles, Howe Robinson, and R.S.
        Platou, one to be appointed by the Owners and the other to be appointed
        by the Charterers, on the basis of the Vessel being charter-free, ready
        for prompt delivery (the "Market Value") which Market Value shall be
        determined annually and (B) the amounts specified in column (b) in the
        table set out below in respect of the yearly period during the Charter
        Period specified in columns (a) against such amount (which insurance
        amount is hereinafter referred to as the "Minimum Insured Value"). The
        hull and machinery basis of the insurance (as opposed to the hull
        interest /increased value or total loss only basis for the insurance)
        shall be not less than 80% of the Market Value or the Minimum Insured
        Value as the case may be.

                        a)                        (b)
              Twelve-monthly Period    Minimum Insured Value (USD)
              ---------------------    ---------------------------

                      0-12                     51,600,000

                      12-24                    48,051,500

                      24-36                    41,923,000

                      36-48                    35,794,500

                      48-60                    29,666,000

                      60-72                    23,537,500

                      72-84                    17,409,000

45.3    Notwithstanding anything to the contrary contained in this Charter, if
        the Vessel shall become a Total Loss, or is missing (and a notice of
        abandonment has been sent to insurers), Charter Hire shall cease from
        the date when she was lost or, in the case where the Vessel is missing,
        from the date when a notice of abandonment is sent to insurers provided
        however that:

        45.3.1    in circumstances where any moneys are due to the Owners under
                  this Charter, the Charterers' said obligation to pay Charter
                  Hire shall continue until the Owners (or the Mortgagee as
                  their assignee) shall have received a net amount equal to the
                  aggregate of

                  (i)  all accrued and due Charter Hire which is then unpaid;
                       and

                  (ii) other moneys (including, without limitation, any
                       interest) owing by the Charterers to the Owners under
                       this Charter as -at the date of such receipt; and

        45.3.2    in circumstances where Charter Hire has been paid in advance,
                  such Charter Hire shall be adjusted accordingly.

        45.3.3    if, in the event that, upon the occurrence of a Total Loss, or
                  circumstance giving rise to a notice of abandonment being sent
                  to insurers, the Owners (or the Mortgagee in its capacity as
                  loss payee) shall, for any reason, not have received out of
                  the insurance proceeds or compensation amounts (if any) the
                  Minimum Insured Value within one hundred and twenty (120) days
                  (or such longer period as the Mortgagee may agree) following
                  the occurrence of such Total Loss or the giving of such notice
                  of abandonment, the Charterers shall thereupon forthwith pay
                  to the Mortgagee (in its capacity as loss payee) such amount
                  as the Mortgagee shall specify in writing to the Charterers to
                  be equal to the amount whereby the Minimum Insured Value
                  (calculated as at the date for payment by the Charterers)
                  exceeds the amount of insurance proceeds or compensation
                  moneys (if any) actually received by the Owners (or the
                  Mortgagee as their assignee or loss payee) prior to such
                  payment by the Charterers.

45.4    For the purposes of this Charter:

        45.4.1    an actual total loss of the Vessel shall be deemed to have
                  occurred at the actual date and time the Vessel was lost but,
                  in the event of the date of the loss being unknown, then the
                  actual total loss shall be deemed to have occurred on the date
                  on which the Vessel was last reported;

        45.4.2    a constructive total loss shall be deemed to have occurred at
                  the date and time notice of abandonment of the Vessel is given
                  to the insurers of the Vessel for the time being (hereinafter
                  called the "Insurers") (provided a claim for such constructive
                  total loss is admitted by the Insurers) or, if the Insurers do
                  not admit such a claim, at the date and time at which a
                  constructive total loss is subsequently adjudged by a
                  competent court of law or arbitration tribunal to have
                  occurred and either the Owners or the Charterers shall have
                  the right determine whether or not a case has arisen for the
                  giving of notice of abandonment and the Charterers are hereby
                  irrevocably authorised by the Owners to give the same if it so
                  determines. Each of the Owners and the Charterers, upon the
                  request of the other, shall promptly execute such documents as
                  may be required to enable the other to abandon the Vessel to
                  the Insurers and/or claim a constructive total loss and shall
                  give all possible assistance in pursuing the said claim;

        45.4.3    a compromised, agreed or arranged total loss shall be deemed
                  to have occurred on the date of the relevant compromise,
                  agreement or arrangement; and

        45.4.4    a Total Loss (a) as the result of capture, taking, seizure,
                  restraint, detention, confiscation or expropriation occurring
                  under the conditions of the "War Risks" policy of the Vessel
                  or (b) Compulsory Acquisition shall be deemed to have occurred
                  at the time admitted by the Insurers.

46.     EVENTS OF DEFAULT

46.1    Each of (i) the following events, (ii) the events referred to in Clause
        28 as they may pertain to the Charterers, shall be a "Event of Default"
        for the purposes of this Charter:-

        46.1.1    if any instalment of Charter Hire or any other sum payable by
                  the Charterers under this Charter shall not be paid on its due
                  date or (in the case only of sums expressed to be payable by
                  the Charterers on demand within five (5) Banking Days
                  following the date of demand therefore) and such failure to
                  pay is not remedied within three (3) Banking Days of receipt
                  by the Charterers of written notice from the Owners notifying
                  the Charterers of such failure and requesting remedial action;
                  or

        46.1.2    if either (a) the Charterers fail at any time to effect or
                  maintain any insurances required to be effected and maintained
                  under this Charter, or any insurer shall avoid or cancel any
                  such insurances or the Charterers shall commit any breach of
                  or make any misrepresentation in respect of any such
                  insurances the result of which is to entitle the relevant
                  insurer to avoid the policy or otherwise to be excused or
                  released from all or any of its liability thereunder to the
                  Owners (unless, prior to the relevant insurer exercising any
                  such right, he expressly and irrevocably waives the breach or
                  misrepresentation in question), or (b) any of the said
                  insurances shall cease for any reason whatsoever to be in full
                  force and effect for any reason not attributable to or beyond
                  the control of the Charterers (or their representatives); or

        46.1.3    if there is a breach of the Charterers' representations and
                  warranties in Clause 43; or

        46.1.4    if the Charterers shall at any time fail to perform or observe
                  any of their obligations under (i) this Charter (including,
                  without limitation, the undertakings set out in Clause 44),
                  and such failure to perform or observe any such obligation is
                  not (if capable of being remedied) remedied within fourteen
                  (14) days of the occurrence of the relevant breach, or (ii)
                  the Multipartite Agreement, (iii) the Sellers Credit Agreement
                  or (iv) the Co-Ordination Agreement; or

        46.1.5    if (i) the Guarantee shall cease to be valid and/or in full
                  force and effect, (ii) the Guarantor shall breach any of its
                  obligations, undertakings, covenants, representations and/or
                  warranties set out in the Guarantee or (iii) the Guarantor
                  shall be in breach of or in default under any other financing
                  agreement by which it is bound (provided that any payment
                  default shall be in-respect of an amount greater than USD
                  5,000,000); or

        46.1.6    if the Manager ceases to be the manager of the Vessel or the
                  Ship Management Agreement is repudiated, terminated or
                  substantially amended without the prior consent of the Owners;
                  or

        46.1.7    if a petition shall be presented (and not withdrawn or stayed
                  within fourteen (14) days or not contested in good faith by
                  instigating appropriate legal action on a bona fide basis) or
                  an order shall be made or an effective resolution shall be
                  passed for the administration or winding-up of the Charterers
                  (other than for the purpose of a reconstruction of
                  amalgamation during and after which the Charterers remain
                  solvent, the terms of which have been previously approved in
                  writing by the Owners which approval shall not be unreasonably
                  withheld) or if an encumbrance shall take possession or an
                  administrative or other receiver shall be appointed of the
                  whole or any substantial part of the property, undertaking or
                  assets of the Charterers, or if an administrator of the
                  Charterers shall be appointed (and, in any such case, such
                  possession is not given up or such appointment is not
                  withdrawn within fourteen (14) days) or if the Charterers
                  shall otherwise have to abandon independent control of any
                  part of its business or operations; or

        46.1.8    if the Charterers shall stop payments generally or shall be
                  unable to pay the debts, or shall admit in writing the
                  inability to pay their debts, as they become due or shall
                  otherwise become or be adjudicated insolvent; or

        46.1.9    if the Charterers shall declare or apply to any court or other
                  tribunal for a moratorium or suspension of payments with
                  respect to all or a substantial part of their debts or
                  liabilities and which, in the Owners' reasonable opinion,
                  makes it likely that the Charterers will not be able to fulfil
                  its obligations hereunder in full; or

        46.1.10   if any consent, authorization, licence or approval necessary
                  for this Charter to be or remain the valid and legally binding
                  obligation of the Charterers, or to enable the Charterers to
                  perform their obligations hereunder, shall be materially
                  adversely modified or is not granted or is revoked, suspended,
                  withdrawn or terminated or expires and is not renewed
                  (provided that the occurrence of such circumstances shall not
                  give rise to an Event of Default if the same are remedied
                  within thirty (30) days of the date of their occurrence); or

        46.1.11   if the Charterers shall (in a single or a series of
                  transactions) dispose of a material part of its business or
                  assets or cease to be engaged in the chartering the Vessel and
                  /or cease to conduct such business as is required in order for
                  the Charterers to fulfil their obligations under this Charter
                  or as otherwise contemplated herein; or

        46.1.12   if any of the circumstances referred to in any of Clauses
                  46.1.7 - 46.1.11 shall occur with respect to the Guarantor or
                  Guarantee (as the case may be) or in the respect to any of the
                  Collateral Charters or the Collateral Charterers (as the case
                  may be); or

        46.1.13   if the Sellers' Credit ceases for any reason to be available
                  to the Owners (other than because the Seller's Credit has been
                  fully consumed) or the Seller's Credit Agreement ceases to be
                  valid and in full force.

47.     OWNERS' RIGHTS ON TERMINATION

47.1    At any time after an Event of Default shall have occurred and be
        continuing, the Owners may; by- notice to the -Charterers immediately,
        or on such date as the Owners shall specify, terminate the chartering by
        the Charterers of the Vessel under this Charter, whereupon the Vessel
        shall no longer be in the possession of the Charterers with the consent
        of the Owners, and the Charterers shall redeliver the Vessel to the
        Owners in accordance with Clause 15.

47.2    On or at any time after termination of the chartering by the Charterers
        of the Vessel pursuant to Clauses 46 and/or 47 hereof the Owners shall
        be entitled (without prejudice to the Charterers obligations under
        Clauses 15, 29 or 50 hereof) to retake possession of the Vessel.

47.3    If the Owners pursuant to Clause 47.1 hereof give notice to terminate
        the chartering by the Charterers of the Vessel, the Charterers shall pay
        to the Owners on the date of such termination (the "Termination Date")
        or such later date as the Owners shall specify:

        47.3.1    all Charter Hire due and payable, but unpaid, under this
                  Charter to (and including) the Termination Date together with
                  interest accrued thereon pursuant to Clause 38.6 hereof from
                  the due date for payment thereof to the Termination Date; and

        47.3.2    any sums, other than Charter Hire, due and payable, but
                  unpaid, under this Charter together with interest accrued
                  thereon pursuant to Clause 38.6 to the Termination Date.

        47.3.3    all costs, expenses, damages and losses incurred by the Owners
                  and recoverable by law as a consequence of this Charter having
                  terminated prior to the expiry of the agreed Charter Period
                  (including, but not limited to, loss of charter hire income,
                  all expenses incurred in recovering possession of, and in
                  moving, laying-up, insuring and maintaining the Vessel and in
                  carrying out any works or modifications required to cause the
                  Vessel to conform with the provisions of Clauses 15, 29 and 50
                  hereof and all financing break funding costs incurred in
                  relation to any early termination of any interest rate swap
                  transaction entered into by the Owners in connection with the
                  financing of the Vessel).

47.4    Without prejudice to any other rights, claims or remedies of the Owners
        whatsoever, in respect of any amount due to the Owners under Clause 47
        hereof interest pursuant to Clause 38.6 hereof shall accrue before and
        after any relevant judgment or any winding-up of the Charterers from the
        Termination Date to the date of the Owners' actual receipt thereof.

47.5    Following termination of the chartering of the Vessel hereunder pursuant
        to Clause 47.1 hereof the Charterers (i) shall continue to comply with
        their obligations under this Charter until the Vessel is redelivered to
        the Owners in accordance with Clauses 15 and 50 hereof and (ii) shall
        pay, or reimburse, to the Owners on demand all Losses suffered by the
        Owners in connection with such termination together with interest
        thereon pursuant to Clause 38.6 hereof from the date on which the
        relevant Loss was suffered by the Owners until the date of payment or
        reimbursement thereof (both before and after any relevant judgment or
        winding up of the Charterers) pursuant to this Clause 47.

48.     REFERENCE-TO EXPERT

48.1    In the event that the parties cannot agree on the scope or timing or
        implementation of any repairs, maintenance to or of the Vessel necessary
        to meet the requirements of this Charter, the matter shall be referred
        to a mutually acceptable and independent ship operator with experience
        from the product carrier operations and segments or, failing agreement
        within a period of fourteen (14) days, such person as shall be nominated
        from time to time by the President of Nordisk Skibsrederforening who,
        acting as an expert, shall be asked to determine the scope or timing of
        implementation of the works in question in accordance with the standards
        herein defined. The decision shall be final and binding upon the
        parties. The costs incurred to obtain the expert's decision, shall be
        borne equally by the parties.

49.     OWNERS' COVENANT

49.1    The Owners hereby covenant and undertake that so long as they shall not
        have commenced exercising any of their rights under or pursuant to
        Clause 47 hereof neither the Charterers nor any permitted sub-charterers
        shall be disturbed or interfered with in their quiet and peaceful use,
        possession and enjoyment of the Vessel (except as expressly provided for
        herein).

50.     REDELIVERY

50.1    The Off-hire Survey referred to in Clause 7 hereof shall take place at
        the port of redelivery hereunder at or about the time of redelivery (the
        "Redelivery Date"). Without prejudice to the provisions of Clause 15
        hereof, the Vessel shall be redelivered by the Charterers:-

        50.1.1    With her class with Det norske Veritas maintained without any
                  conditions or recommendations, free of average damage
                  affecting the Vessel's class, and with her classification,
                  trading, national and international certificates the Vessel
                  had when she was delivered under the Charter, valid and
                  un-extended without conditions or recommendation falling due
                  for a minimum of six - 6 - months beyond the time of
                  redelivery, and with minimum CAP 2 requirements, Hull,
                  Machinery and Equipment. The CAP certificates issued are to be
                  less than 18 months old at the time of redelivery.

        50.1.2    In the same or as good structure, state, condition and class
                  as that in which she was deemed delivered under Clause 6
                  above, fair wear and tear not affecting class excepted.

        50.1.3    With clean swept, washed down dried up holds free from
                  residues of previous cargoes.

        50.1.4    With all such spare parts and other equipment (including,
                  without limitation, cargo handling equipment, fork lift truck,
                  if any, lashing equipment, etc.) she had at the time of
                  delivery under this Charter as per the mutually agreed list,
                  fair wear and tear excepted.

        50.1.5    Immediately prior to redelivery a class surveyor shall have
                  surveyed the Vessel's hull and decide which damages and
                  indents that are not acceptable according to class regulation.
                  If a condition of class is given, this shall be remedied
                  immediately while the Vessel is still on hire or the parties
                  shall agree to a lump sum (to include applicable Charter Hire
                  due to such repair) to be paid by the Charterers to the Owners
                  whereby the responsibility is taken over by the Owners to
                  repair the damage unless the parties mutually agree to another
                  solution.

        50.1.6    Without prejudice to the foregoing, the Charterers shall, if
                  requested to do so by the Owners, assign to the Owners at the
                  redelivery all and any such rights as they may have under the
                  Charterers' insurances for the Vessel in respect of damage to
                  the Vessel, whether or not then known other than any rights to
                  be reimbursed by any insurers for costs previously incurred by
                  the Charterers.

        50.1.7    The Charterers shall provide the Owners with reasonable,
                  written notice in advance so that the Owner may dispatch one
                  or more representatives to attend all dry dockings of the
                  Vessel throughout the Charter Period and upon request furnish
                  the Owners with relevant plans and programs for the ensuing
                  dry docking. In relation to the last dry docking prior to
                  redelivery the Owners shall be entitled to suggest remedies or
                  actions in respect of the dry docking and be consulted during
                  the preparatory stages. The under water hull shall be smooth,
                  well painted and have sufficient anti-fouling for the
                  remainder of a normal docking period (ref. box 18) from the
                  date of such docking.

        50.1.8    The Owners shall, during a period of up to thirty (30) days
                  prior to the Redelivery Date, be entitled at their own risk
                  and expense, to place representatives on board the Vessel for
                  familiarisation purposes, subject to signing of standard
                  indemnity letter.

        50.1.9    Without prejudice to the generality of the provisions of
                  Clause 7, any inspection of the Vessel carried out pursuant
                  thereto, may include an under-water inspection of the Vessel
                  provided that the same shall be carried out during such time
                  as she is in port (such inspection not to interfere with or
                  interrupt the trading of the Vessel). Such under-water
                  inspection shall be carried out by a class-approved diver in
                  liaison with a class surveyor and the principles set out in
                  Standard NSF 93 clause in relation thereto.

        50.1.10   Prior to redelivery of the Vessel to the Owners the Charterers
                  shall, upon the request of the Owners, and free of charge
                  deliver print-outs and data surveys of inventory, equipment
                  and consumables on board the Vessel. Upon the Owners' request
                  the Charterers shall deliver to the Owners all drawings and/or
                  specifications in their possession relating to the Vessel.

        50.1.11   Upon redelivery the Charterers may, upon the request of the
                  Owners' or in the Charterers' option, take ashore equipment
                  with the Charterers' logo or name on it subject to
                  substituting such equipment with corresponding equipment of at
                  least equal numbers and quality, unless, in the Owners'
                  option, a lump sum compensation is agreed.

        50.1.12   Prior to redelivery a Protocol of Redelivery shall be prepared
                  jointly by the parties addressing relevant issues of the
                  Off-hire Survey in comparison with the On-Hire Survey and
                  listing specifically any leased or hired equipments.

        50.1.13   The Owners shall purchase unused fuel oils, lubricating oils
                  and unbroached chemicals as per the Charterers net contracts
                  prices evidenced by invoices.

        50.1.14   As soon as practically possible after redelivery of the Vessel
                  hereunder, the Owners at its cost shall remove the Vessel's
                  name and the Charterers' funnel markings and logos on the hull
                  (if any).

51.     COMMUNICATIONS

        Except as otherwise expressly provided for in this Charter, all notices
        or other communications under or in respect of this Charter to either
        party hereto shall be in writing and shall be made or given to such
        party at the address, telex number or facsimile number appearing below
        (or at such other address, telex number or facsimile number as such
        party may hereafter specify for such purposes to the other by notice in
        writing):-

        51.1.1    In the case of the Owners:

                  Partankers III AS
                  c/o Pareto Management AS
                  Dronning Maudsgate 3
                  P.O. Box 1396 Vika
                  N-0114 Oslo, Norway
                  Att:  Mr. Peter Wallace

                  Telephone No.: + 47 22 87 87 00
                  Telefax No.:   + 47 22 87 88 00

        51.1.2    In the case of the Charterers

                  Mytikas Shipping Company Limited
                  c/o Top Tanker Management Inc.
                  109-111 Messogion Ave.
                  Athens, 115 26 Greece
                  Att:  Mr. Andreas Louka

                  Telephone No.: + 30 210 69 78000
                  Telefax No.:   + 30 210 69 15668

        A written notice includes a notice by facsimile and shall be deemed
        given upon appropriate acknowledgement by the addressee's receiving
        equipment, or by e-mail if actually replied to. A notice received on a
        non-working day or after business hours in the place of receipt shall be
        deemed to be served on the next following working day in such place.

51.1    All communications and documents delivered pursuant to or otherwise
        relating to this Charter shall either be in English or accompanied by a
        certified English translation.

52.     MISCELLEANOUS

52.1    In case of any conflict or discrepancy between the printed part and the
        rider clauses of this Charter, the latter shall prevail.

For and on behalf of the Owner          For and on behalf of the Charterer


/s/ Peter W. Wallace                    /s/ Andreas Louka
--------------------                    -----------------
Peter W. Wallace                        Andreas Louka
Attorney-in-fact                        Attorney-in-fact