Exhibit 4.46

1.       Shipbroker

         Not applicable

2.       Place and date

         Piraeus, 14th March 2006

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

         COMOROS SHIPPING LIMITED of Cyprus

4.       Bareboat Charterers/Place of business (Cl. 1)

         PAGEON SHIPPING COMPANY LIMITED of Cyprus

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

         M/T "VANGUARD", P30F4, Cyprus

6.       Type of Vessel

         Motor Tanker

7.       GT/NT

         2822313568

8.       When/Where built

         1992 Halla Engineering & Heavy Industries Co.,
         Ltd., Inchon,
         Korea

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

         47059

10.      Classification Society (CI, 3)

         Det Norske Veritas

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

         February 2002

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

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

         Worldwide within IWL

14.      Time for delivery (Cl. 4)

         See Clause 4

15.      Cancelling date (Cl. 5)

         30th March 2006

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

         EuroMed, Gibraltar/Skew range, Americas excluding USA,
         AG/Japan range, in Charterers' option but in any event within IWL

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

         Minimum six (6) months without extensions

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


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



20.      Trading limits (Cl. 6)

         Worldwide trading, but always within the Institute Warranty Limit (IWL)

21.      Charter period (Cl. 2)

         Five (5) years with Owners' option to extend this period by three (3)
         months in accordance with Clause 328

22.      Charter hire (Cl. 11)

         USD 396,000 per month

23.      New class and other safety requirements (state percentage of Vessers
         insurance value acc. to Box 29)(Cl. 10(a)(ii))

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


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

         United States Dollars (USD) in same day funds by SWIFT or by other
         tested key electronic money transfer

26.      Place of payment also state beneficiary and bank account (CI, 11)

         Rotterdam, The Netherlands
         Owners' bank account nr.
         24.07.56.207 with FORTIS BANK
         (NEDERLAND) N.V.

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

         See Clause 32A and 22(b)

28.      Mortgage(s), if any (state whether 12(1). or Da applies; if 12(b)
         applies state date of Financial Instrument and name of
         Mortgagee(s)/Place of business) (Cl. 12)

         First Quadripartite Agreement and First Mortgage in favour of the First
         Mortgagee.

         Second  Quadripartite  Agreement  and Second  Mortgage in favour of the
         Second Mortgagee.

         Third  priority  mortgage in favour of  Charterers  as security for the
         Seller's Credit.

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
         apples)

         Clause 14 does not apply. As regards the insured amount for
         Clause 13(f) purposes, see Clause 34


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

         Not applicable

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

         Not applicable

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

         Not applicable

33.      Brokerage commission and to whom payable (Cl. 27)

         Not applicable

34.      Grace period (stale number of dear banking days) (Cl. 28)

         Three (3)

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

         30 (a)

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

         Not applicable

37.      Newbuildng  Vessel  (Indicate  with  'yes'  or 'no'  whether  PART  III
         applies) (optional)

         Not applicable

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

         Not applicable

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

         Not applicable


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

         Not applicable

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

         a)       Not applicable
         b)
         c)

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

         Not applicable


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

         Not applicable

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

         Not applicable


45.      Country  of the  Underlying  Registry  (only to be  filled In If PART V
         apples)

         Not applicable -

46.      Number of additional  dauses  covering  special  provisions,  if agreed

         Clauses number 32, 33 and 34.

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 Boxes
37, 42 and la. 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 nd/or PART V to
the extent of such conflict but no further.


Signature (Owners)                           Signature (Charterers)


/s/ Alexandra Tatagia                        /s/ Anthony Pan
--------------------------------             ---------------------------------
    Alexandra Tatagia                            Anthony Pan
    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.
         See also Clause 33.

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 13ox 21 ("The Charter Period").

3.       Delivery

         (not applicable when Part Ill applies, as indicated in Pox 37)

         (a)      The Vessel shall be delivered under this Charter by the Owners
                  to the  Charterers  on an "as is-where is" basis (and,  in any
                  event,  as delivered  under the MOA as defined in Clause 33 by
                  the Charterers as sellers to the Owners as buyers) and without
                  any warranty  whatsoever by the Owners.  Owners shall also not
                  be liable for any latent defects.

         (b)      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.

4.       Time for Delivery

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

         The  delivery  of  the  Vessel   under  this  Charter   shall  be  made
         simultaneously with the delivery under the MOA.

5.       Cancelling

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

         (a)      This  Charter  shall  be  cancelled  in the  event  the MOA is
                  cancelled..  Any extension of the  cancelling  date of the MOA
                  shall,  unless  otherwise  specifically  agreed,  constitute a
                  similar extension of the cancelling date of this Charter.

         (b)      Paragraph deleted

         (c)      Cancellation under this Clause 5 shall be without prejudice to
                  any claim a party hereto may otherwise have on the other party
                  Owners-under this Charter.

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 specific  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.

         Always  provided that nothing  permitted under this Clause shall in any
         way violate the terms of the Financial instruments, as same are defined
         in Clause 33.

7.       Surveys on Delivery and Redelivery

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

         The Owners and the  Charterers  shall each  appoint  surveyors  for the
         purpose of  determining  and  agreeing in writing the  condition of the
         Vessel at the time of redelivery  hereunder.  The Charterers shall bear
         all expenses of the Off-hire  Survey  including  loss of time, if a the
         daily equivalent to the rate of hire or pro rata thereof.

8.       Inspection

         The Owners  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  l4her in
                  accordance  with  Clause  10(g).  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 to inspect the Vessel's log
         books  whenever  requested  and shall  whenever  required by the Owners
         furnish them with full  information  regarding any  casualties or other
         accidents or damage to the Vessel.

         All the above are without  prejudice to the rights of inspection  which
         the  Mortgagees (as defined in Clause 33) have under the relevant terms
         of the Financial  instruments;  the Charterers  shall at all Imes allow
         the respective Mortgagee to exercise same.

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  only for all  bunkers  and
         lubricating  oils,  in the 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. No payment
         shall be made by the  Owners  on  redelivery  for  provisions,  paints,
         ropes,  spare parts,  etc.;  they shall all become Owners'  property on
         redelivery without any payment.

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  permissible  purposes of the  Charterers and
                  under their complete control in every respect,  always subject
                  to the terms and  conditions of this Charter.  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, 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 aft
                  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 costing
                  (excluding  the  Charterers'  loss  of  time)  more  than  the
                  percentage  stated in Box 23, or if Box 23, is left  blank,  5
                  per cent, of the Vessel's insurance value as stated in Box 29,
                  then the  extent,  if any,  to which the rate of hire shall be
                  varied and the ratio in which the cost of compliance  shall be
                  shared  between  the parties  concerned  in order to achieve a
                  reasonable  distribution thereof as between the Owners and the
                  Charterers  having  regard,  inter alla,  to the length of the
                  period  remaining  under this Charter shall, in the absence of
                  agreement, be referred to the dispute resolution method agreed
                  in  Clause  30. In any event the  Charterers  are  obliged  to
                  redeliver  the  Vessel  in  full   compliance   with  all  the
                  requirements  and  regulations  of MT  SOLAS  and/or  IMO  for
                  worldwide  trading  applicable  or provided for at the time of
                  redelivery,  including also any U.S. Coast Guard  requirements
                  for the trading of the Vessel in U.S.A. territories.

         (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 fully 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  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 any foreign  general  municipality  and/or
                  state  taxes.  However the Owners  shall pay for the  Vessel's
                  annual  tonnage  taxes  due to the  flag  State.  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,  and shall in any event be promptly
                  and fully paid by the Charterers. 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 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,  however always with the Owners' prior consent, which
                  shall not be unreasonably  withheld, to change the flag and/or
                  the name of the Vessel  during  the  Charter  Period,  if this
                  becomes  necessary  for  the  proper  trading  of the  Vessel;
                  however in any such case the Charterers  shall fully cover all
                  the expenses  relevant to such change  including,  but without
                  limitation,  the financial,  legal and other costs relevant to
                  the  registration of such changes and the drafting,  execution
                  and/or  registration  of  any  documentation  relevant  to the
                  Financial   Instruments   and/or  to  any  other  transactions
                  required  by  the  Mortgagees  in  view  of any  such  change.
                  Provided  always  that no such change of name or flag shall be
                  allowed  without the prior written  consent of the Mortgagees.
                  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)      Chancres  to the  Vessel - Subject  to Clause  10(a)(ii),  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 the 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 Box 19 has  been  left  blank,
                  thirty six (36) calendar  months after  delivery or such other
                  period as may be  required  by the  Classification  Society or
                  flag State.

         (i)      Management  - The  commercial,  technical  and/or  operational
                  management  of the  Vessel  shall be  carried  out  during the
                  Charter  Period by TOP  TANKERS  MANAGEMENT  INC. or any other
                  first  class   company   acceptable  to  the  Owners  and  the
                  Mortgagees.  Such  management  to be cost free for the Owners,
                  who  shall  not be  liable  to any  extent by reason of having
                  approved  such  managers.  In  addition  such  approval by the
                  Owners shall in no way constitute any limitation, discharge or
                  waiver of any of Charterers'  obligations or liabilities under
                  and pursuant to this Charter.

         (j)      Compliance  - The  Charterers  shall  comply  with any and all
                  requirements  under the International  Management Code for the
                  Safe Operation of Ships and for Pollution  Prevention  adopted
                  by the international  Maritime Organization and any applicable
                  law.

         (k)      Financial  Statements  - The  Charterers  shall  submit to the
                  Owners and the  Mortgagees  their audited  annual  accounts as
                  well as those  of the  Charter  Guarantor  (as the  latter  is
                  defined  in Clause  33),  within 180 days of each year end and
                  semiannual management accounts within 90 days of the half-year
                  end.

         (l)      Survey Reports - The  Charterers  shall  regularly  supply the
                  Owners with the Classification  survey reports,  including but
                  not  limited  the annual  survey and  follow up  reports,  all
                  showing,  among  others,  that  any  recommendation  has  been
                  promptly  and  timely  cleared  at the  Charterers'  time  and
                  expense. The Charterers undertake to keep the condition of the
                  Vessel and all her certificates in the best possible condition
                  and  standards  for a vessel of the type and age of the Vessel
                  and in any  event  to  maintain  the  Vessel  always  in  full
                  compliance  with  the  highest/strictest  requirements  of the
                  Vessel's  Classification Society, her flag State and all other
                  applicable  rules and/or  requirements  throughout the Charter
                  Period.  Without  prejudice to the generality of the foregoing
                  the  coatings  of the  ballast  tanks of the' - Vessel must be
                  maintained by the  Charterers in accordance  with the Vessel's
                  highest/strictest   Classification  standards  throughout  the
                  duration  of the  Charter  Period  inclusive  of the  time  of
                  redelivery. Without prejudice to the above and notwithstanding
                  anything to the contrary  herein,  the Charterers  shall,  not
                  later  than her next  special  survey,  at their  own time and
                  expense upgrade the coatings of all the Vessel's ballast tanks
                  so as to bring them up to the highest Classification standards
                  and described by the latter as being in "good" condition.

         (m)      Reporting and Owners' Representative  -Throughout the duration
                  of this Charter the  Charterers  shall keep the Owners closely
                  Informed about the Vessel's  position and itinerary as well as
                  the cargo  carried  on board  and the  Vessel's  schedule,  by
                  providing  such  information  in writing  every  fifteen  (15)
                  running  days.  The  Owners  shall have the right to place one
                  representative  on board the Vessel who will  travel  with the
                  Vessel and have free  access to  communicate  with the Owners.
                  The latter shall pay for the relevant  communication  expenses
                  but  will  not  be  charged  for  the   victualling  of  their
                  representative  which shall be provided  without  charge.  The
                  representative  shall not have the right to interfere with the
                  operation  of the  Vessel,  but shall have free  access to all
                  parts thereof and to all Vessel's log books.

11.      Hire

         (a)      The Charterers shall pay hire due to the Owners  punctually in
                  accordance  with the terms of this Charter In respect of which
                  time shall be of the essence.

         (b)      The  Charterers  shall pay to the  Owners  for the hire of the
                  Vessel on a monthly  basis a lump sum in the amount  indicated
                  in Box 22 which shall be payable  not later than every  thirty
                  (30) running days in advance, the first lump sum being payable
                  on  the  date  and  hour  of  the  Vessel's  delivery  to  the
                  Charterers.  Hire shall be paid  continuously  throughout  the
                  Charter Period.

         (c)      Payment of hire shall be made in cash without  discount in the
                  currency  and in  the  manner  indicated  in Box 25 and at the
                  place  mentioned in )Box 26. Hire shall  always be  punctually
                  paid  free  and  clear  of any  right  of  set-off,  discount,
                  reduction or delay whatsoever.

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

         (e)      Notwithstanding  whether the Vessel be lost or  missing,  hire
                  shall  be  fully  paid  by the  Charterers  to the  Owners  as
                  provided in Clause 32E hereunder.

         (f)      Any delay in  payment  of hire  shall  entitle  the  Owners to
                  interest  at the rate per annum as agreed in Box 24. If Box 24
                  has not been  filled in, the three  months  Interbank  offered
                  rate in  London  (LIBOR  or its  successor)  for the  currency
                  stated  in  Box  25,  as  quoted  by  the   British   Bankers'
                  Association  (BBA)  on  the  date  when  the  hire  fell  due,
                  increased by 2 per cent., shall apply.

         (g)      Payment of interest due under  sub-clause  11(f) shall be made
                  immediately  irrespective of whether the Owners have submitted
                  their relevant interest invoice to the Charterers.

         (h)      If at any  time  the  Charterers  are  required  to  make  any
                  deduction or  withholding in respect of any kind of taxes from
                  any  payment  due under this  Charter  for the  account of the
                  Owners,  the sum due from the  Charterers  in  respect of such
                  payment  shall be increased to the extent  necessary to ensure
                  that,  after the making of such deduction or withholding,  the
                  Owners  receive on the due date for such  payment (and retain,
                  free  from any  liability  in  respect  of such  deduction  or
                  withholding), a net sum equal to the sum which they would have
                  received had no such reduction or withholding been required to
                  be made and the  Charterers  shall fully  indemnify the Owners
                  against any losses or costs  incurred by them by reason of any
                  failure  of the  Charterers  to make  any  such  deduction  or
                  withholding  or by reason of any  increased  payment not being
                  made on the due date for such payment.  The  Charterers  shall
                  promptly  deliver to the Owners any receipts,  certificates or
                  other proof evidencing the amounts (if any) paid or payable in
                  respect of any deduction or withholding as aforesaid.

12.      Mortgages

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

       *)(a)      paragraph deleted


       *)(b)      The  Vessel  chartered  under  this  Charter is subject to the
                  Financial Instruments and the mortgages, as same appear in Box
                  28. 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 Instruments or as may
                  be  directed  from time to time  during  the  currency  of the
                  Charter by the Mortgagee or any : of them in  conformity  with
                  the Financial  Instruments.  The Charterers  confirm that, for
                  this  purpose,   they  have  acquainted  themselves  with  all
                  relevant  terms,  conditions  and  provisions of the Financial
                  Instruments  and agree to  acknowledge  this in writing in any
                  form that may be required by the Mortgagee.

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

13.      Insurance and Repairs

         (a)      Throughout 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)) with first class underwriters and
                  P&I  Clubs  and in such form as the  Owners  shall in  writing
                  approve,  which approval shall not be un-reasonably  withheld.
                  The Charterers  shall also at their expense take out any other
                  insurance  which the Mortgagees may  reasonably  require.  All
                  such insurances shall be arranged by the Charterers to protect
                  the Interests of both the Owners and the  Charterers,  and the
                  Charterers   shall  be  at  liberty  to  protect   under  such
                  insurances the interest of any managers they may appropriately
                  appoint.  The  relevant  insurance  policies  shall  cover the
                  Owners  and  the  Charterers  according  to  their  respective
                  interests.  Upon the request of a  Mortgagee,  the  Charterers
                  shall arrange that such  Mortgagee is named as a co-assured in
                  any of the above  insurances that the said Mortgagee has to be
                  named as such. In addition, throughout the Charter Period, the
                  Charterers  shall pay to the First  Mortgagee  and the  Second
                  Mortgagee the cost (in the amount to be conclusively certified
                  by the First Mortgagee and the Second Mortgagee in writing) of
                  any  mortgagee's  interest   insurance-including   mortgagee's
                  additional   perils   (all  P&l  risks)   coverage-which   the
                  Mortgagees  or either of them may from time to time  effect In
                  respect of the Vessel  upon such terms and in such  amounts as
                  the Mortgagees shall deem desirable. The Mortgagees shall have
                  the right to  enforce  the  benefit  of this  Clause by taking
                  direct action against the Charterers in seeking to get paid or
                  to  recover  the  payment  of  any  monies   payable  to  them
                  hereunder.

                  Subject to the provisions of the Financial Instruments 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  insurances  shall not be subject to
                  any deduction,  franchise or any other restrictions of similar
                  effect.  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
                  any repairs,  whether under the provisions of this  sub-clause
                  13(a) or otherwise howsoever including any deviation, shall be
                  for the Charterers' account.

         (b)      Paragraph deleted

         (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 Instruments.

         (d)      Subject to the provisions of the Financial  Instruments 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 First  Mortgagees  or, as the case may be,  the
                  Second   Mortgagees   who  shall   distribute  the  moneys  In
                  accordance  with  the  relevant  Financial  Instruments.   The
                  Charterers undertake to notify the Owners and the Mortgagee of
                  any  occurrences  in consequence of which the Vessel is likely
                  to become a total loss as  defined  in this  Clause and of all
                  other occurrences as required under the Financial Instruments.

         (e)      Subject to the  Financial  Instruments,  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 the  insurance  coverage of each  insurance
                  the insured amount shall be the sum indicated in Clause 34.

14.      Paragraphs deleted

15.      Redelivery

         At the expiration of the Charter Period the Vessel shall be redelivered
         by the  Charterers  to the  Owners  at a  freely  accessible,  safe and
         Ice-free port or place as indicated in Box 16 in such ready-safe  berth
         or anchorage 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 or on the date of a sale of the
         Vessel In  accordance  with  Clause 22 at the place as  directed by the
         Owners.  Notwithstanding  the  above,  should  the  Charterers  fail to
         redeliver the Vessel within T-the Charter Period,  the Charterers shall
         pay the daily  equivalent  to the rate of hire stated in Pox 22 plus 10
         percent or to the market rate,  whichever is the higher, for the number
         of days by which the Charter Period or the date of sale is exceeded. In
         the latter case the  Charterers  shall also be liable to reimburse  the
         Owners any further damages and/or losses which the latter may suffer as
         a result  thereof.  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,  in any event free of any and
         all Class  conditions  and/or  recommendations,  fair wear and tear not
         affecting  class  excepted.  On  redelivery  the Vessel shall have been
         dry-docked as per Class requirements or as otherwise may be appropriate
         or  necessary.  The Vessel  upon  redelivery  shall have all her survey
         cycles  up to date and all her  trading,  national,  international  and
         class certificates  clean, valid and unextended 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-notices  reading  as
         follows:

         (a)      "This Vessel is the property of (name of Owners).  It is under
                  charter to IDI SHIPPING  COMPANY LIMITED of Liberia 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."

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

         (c)      "NOTICE  OF SECOND  MORTGAGE  - This  Vessel is  subject  to a
                  second  priority  mortgage  and deed of  covenant in favour of
                  MAAS  CAPITAL  INVESTMENTS  B.V.  of  Coolsingel  93,  3012AE,
                  Rotterdam, The Netherlands.  Under the said mortgage,  neither
                  the Owners nor any  charterer nor the Master of the Vessel has
                  any right, power or authority to create, incur or permit to be
                  imposed  upon this  Vessel  any  commitments  or  encumbrances
                  whatsoever other than for crew's wages and salvage."

         Furthermore,  the  Charterers  shall  throughout  the  duration of this
         Charter  procure  that all  their  orders  for any  kinds  of  supplies
         (including  but not limited to bunkers and  lubolls) for the Vessel are
         appropriately  marked so as to warn all  suppliers In advance that such
         supplies are exclusively provided to and payable by the Charterers, the
         suppliers  not  having  any right of lien or suit  against  the  Vessel
         and/or the Owners.  All delivery  receipts for such supplies shall also
         be  appropriately  marked by the  Charterers  before the  supplies  are
         delivered to the Vessel.

17.      Indemnity

         (a)      The  Charterers   shall  fully   indemnify  the  Owners,   the
                  Mortgagees   and   their   respective   successors,   assigns,
                  directors,  shareholders,  officers,  servants  and/or  agents
                  (collectively "the Indemnified  Parties") from and against any
                  loss, damage,  claim, cost and/-or expense incurred by them or
                  any of them arising out of or in relation to the  operation of
                  the  Vessel  by  the   Charterers   (including   but   without
                  limitation,  costs of operating  and  maintaining  the Vessel,
                  environmental claim or any claim based on environmental laws),
                  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 or  during  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 fully indemnify the Owners the Indemnified Parties 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 for which the Owners  are  exclusively  liable
                  hereunder,  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 fully  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,  provided  however
         that any such liens will be  subordinate  to any security  Interest the
         Mortgagees may have over the same property.

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 fully indemnify the Owners or any other
         Indemnified  Party against any sums whatsoever  which the Owners or any
         other  Indemnified  Party  may  become  liable  to pay  and  may 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

         (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 and the Mortgagees, in their absolute
                  discretion-which-span     net-be-wireasenably4vithheldr    and
                  subject  to such  terms and  conditions  as the Owners and the
                  Mortgagees shall approve.

         (b)      The  Owners may sell the Vessel  during the  currency  of this
                  Charter  subject to the buyer  accepting an assignment of this
                  Charter or entering into a reasonable novation agreement,  and
                  subject to any approvals  required by the Mortgagees  pursuant
                  to the  Financial  Instruments.  In  case  of  such  sale  the
                  Charterers  shall be obliged to delete the  mortgage  in their
                  favour  stated in Box 28 and to  provide  to the buyers of the
                  Vessel a performance guarantee of all Charterers'  obligations
                  hereunder by way of a first class bank guarantee acceptable to
                  the buyer and in the amount of USD 2,610,000.

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  carriage  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.

       *)(b)      Paragraph deleted

       *)         Delete as applicable.

24.      Paragraph deleted

25.      Requisition/Acquisition

         (a)      Without   prejudice   to  Clause  32E  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.

         (b)      Without  prejudice  to Clause  32E 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  not be deemed
                  thereby or thereupon to be frustrated or otherwise  terminated
                  and the Charterers  shall continue to pay the stipulated  hire
                  until the time when the  Charter  would  have been  terminated
                  pursuant to any of the provisions hereof.

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 express  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 immediately leave such area.

         (c)      The Vessel  shall not load  contraband  cargo,  nor shall 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,  nor shall
                  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,  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
                  promptly paid by the  Charterers as required by the respective
                  insurers.

         (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.

         (f)      Without  prejudice to Clause 32E tin any and all the events of
                  outbreak of war (whether there be a declaration of war or not)
                  the  stipulated  hire shall  continue to be paid In accordance
                  with Clause 11.

27.      Paragraph deleted


28.      Termination

         (a)      Charterers' Default

         Subject to the Financial  Instruments,  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  fall 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'   bankers,  the  Owners  shall  give  the
                           Charterers  written  notice  of the  number  of clear
                           banking days stated in Box 34 (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  pox 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   10(a)(i)
                           (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.

                  (iv)     the  Charter  Guarantor  (as  defined  in Clause  33)
                           breaches  or  fails  to  meet  any of  the  Financial
                           Undertakings  provided  in  Clause  71 of each of the
                           First   Quadripartite   Agreement   and  the   Second
                           Quadripartite  Agreement  or Clause 10 of the Charter
                           Guarantee (as same is defined in Clause 32A(a).

         (b)      Owners' Default

         If the  Owners  shall  by any act or  omission  be in  breach  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  few:teen-(-4)  forty five (45)  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

         Without  prejudice  to Clauses  11(e) and 32E,  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  agreementtew  with her
         underwriters is not reached it is adjudged by a competent tribunal that
         a constructive loss of the Vessel has occurred.

         (d)      Subject to the Mortgagees' prior approval,  either party shall
                  be entitled to terminate this Charter with Immediate effect by
                  written  notice  to the other  party in the  event of:  (i) 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  or (It) the
                  Charter  Guarantor,  as defined In Clause 33,  breaches any of
                  the  financial  undertakings  stated in the Charter  Guarantee
                  and/or the Financial Instruments.

         (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  easy  other  port or  place  convenient  lo 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 of the Charterers.

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.

       *)(b)      Paragraph deleted

       *)(c)      Paragraph 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  Tnbunal  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  orspedfiedoin  the mediation
                           terms,  each party shall bear its own costs  incurred
                           in the  mediation and the parties shall share equally
                           the mediator's costs and expenses.

                  (vii)    The mediation  process shall be without prejudice and
                           confidentlatvmd no information or documents disclosed
                           during it shall be revealed to the Tribunal except to
                           the extent that they are disdosable 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 301c) are  alternatives;  indicate
                  alternative agreed in Pox 35.

31.      Notices

         (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.

                               PART III, IV and V
                               Paragraphs deleted

<PAGE>
                            Continuation of PART II

32.      Special Provisions

A.       Additional Securities

a. Charter Guarantee

The  Charterers  shall  procure  and ensure that the  Charter  Guarantor,  shall
unconditionally  and  irrevocably  guarantee the  performance  of the Charterers
under this Charter as a primary obligor and not merely as a surety, the relevant
guarantee agreement to be in form and substance acceptable to the Owners and the
Mortgagees and to include the Financial  Undertakings  provided in Clause 7.2 of
each  of  the  First  Quadripartite   Agreement  and  the  Second  Quadripartite
Agreement. This guarantee shall remain in place throughout the whole duration of
this Charter, even in case of the sale of the Vessel under Clause 22(b) hereof.

b.       Collateral Guarantees

Without prejudice to the provisions of Clause 32A(a) hereinabove and in addition
to the relevant security provided thereby, the Charterers shall procure that the
charterers of the m/ts  "SPOTLESS",  "DOUBTLESS" and "FAITHFUL" ("the Collateral
Guarantors")  shall  unconditionally  and  irrevocably  guarantee on a joint and
several basis the  performance of the  Charterers  under this Charter as primary
obligors and not merely as surety,  the relevant  guarantee  agreements to be in
form and substance acceptable to the Owners and the Mortgagees.  In addition the
Charterers hereby undertake to  unconditionally  and irrevocably  guarantee on a
joint and several basis with the Collateral  Guarantors the  performance of each
respective  charter party of the m/ts "SPOTLESS",  "DOUBTLESS" and "FAITHFUL" by
the respective  charterer,  the relevant  guarantee  agreement to be in form and
substance  acceptable to the Owners and the Mortgagees.  The guarantees provided
in this sub-Clause  32A(b) shall not be assignable by the Owners to the buyer of
the Vessel under Clause 22(b) hereof.

For the  avoidance of any doubt all the  securities  provided in this Clause 32A
shall be on a joint and several basis.

B.       Extension of the Charter Period

At the request of the Owners which must be notified to the  Charterers not later
than three (3) months  before the fifth  anniversary  of the date of delivery of
the Vessel to the Charterers under this Charter and for the purpose of assisting
the Owners to sell the Vessel, the Charter Period shall be extended for a period
not longer than three (3) months at the option of the  Owners.  In such case the
hire throughout such 3-month extended period shall be USD 5,000 per day. However
in case the redelivery of the Vessel would have in any event delayed as a result
of the  Vessel  not  having  completed  a  voyage,  the hire  shall be until the
completion  of such  voyage at the rate  provided  in Clause 15 whilst the three
months  period  provided  under this  sub-Clause  32B shall  commence  after the
termination  of such voyage.  For any period of delay in the  redelivery  of the
Vessel following the lapse of the said 3-month period  extension,  hire shall be
payable in accordance with Clause 15.

The Charterers shall make their best efforts to assist the Owners in selling the
Vessel if and when the Owners require them to provide such assistance.

C.       Assignment of Sub-Charters

The sub-charters of the Vessel during the Charter Period as well as all hire and
freight payable to the Charterers thereunder shall be assigned to the Owners and
the Mortgagees as provided by the Financial Instruments.

D.       Charterers' Compliance with the Financial Instruments

The  Charterers  shall  timely  and  promptly  comply  with  all the  terms  and
conditions  of the  Financial  Instruments  and/or  as may  be  required  by the
Mortgagees by virtue thereof.

E.       "Hell and Highwater" Clause

This  Charter is a "hell and  highwater"  bareboat  charter and the  Charterers'
obligation for payments hereunder shall be absolute and unconditional  under any
and all  circumstances  and shall not be  affected by any  circumstances  of any
character, including (i) any setoff, counterclaim,  recoupment, defence or other
right which the .Charterers or any. other person may have against the. Owners or
any other person for any reason whatsoever,  including any default by the Owners
or any other person in its respective  obligations  hereunder or under any other
agreement,  (ii) any  unavailability  of the  Vessel,  after  its  delivery  and
acceptance by the Charterers  hereunder,  for any reason,  including any lack or
invalidity of title or any other defect in the title, seaworthiness,  condition,
design,  operation or fitness for use of the Vessel, or the ineligibility of the
Vessel for documentation or for a particular  trade,  (iii) any failure or delay
on the part of the Owners or any other person,  whether with or without fault on
its  part,  in  performing  or  complying  with any of the  terms  or  covenants
hereunder, or any other agreement, (iv) any damage to the Vessel or interruption
or  cessation  in the  use  or  possession  thereof  by  the  Charterers  or any
subcharterer  for any reason  whatsoever and of whatever  duration  including an
actual,  constructive,  compromised  or arranged  total loss or  requisition  of
title, (v) any insolvency, bankruptcy, reorganization, arrangement, readjustment
of debt,  dissolution,  liquidation  or similar  proceeding  by or  against  the
Owners, the Charterers, any subcharterer or any other person, (vi) any breach of
any  representation  or warranty of, or any act or omission of, the Owners under
this Charter or any other agreement at any time existing  between the Owners and
the Charterers,  (vii) any breach of any  representation  or warranty of, or any
act or omission of the Owners under,  any agreement at any time existing between
the Owners and the Charterers and/or any subcharterer, (viii) any deprivation of
use of the  Vessel by  reason of any act or  omission  of the  Owners,  (ix) any
claims as a result of any other business dealings by the Owners, the Charterers,
any subcharterer or any other person, (x) the  requisitioning,  seizure or other
taking of title to or use of the Vessel by any  governmental  or other competent
authority  or  otherwise  whether or not by reason of any act or omission of the
Owners,  the  Charterers,  or any  subcharterer,  or any  other  deprivation  or
limitation  of use of the  Vessel  in any  respect  or for any  length  of time,
whether or. not resulting  from accident and whether or not without fault on the
part of the Charterers or any subcharterer,  (xi) any embargo on the shipment of
any products or any  prohibition  against the loading or  discharging of vessels
containing  the  same,  (xii)  the  interference  with  or  prohibition  of  the
Charterers' or any  subcharterer's  use of the Vessel,  (xiii) the invalidity or
unenforceability or lack of due authorization or other infirmity of this Charter
or any other  subcharter,  (xiv) the lack of right,  power or  authority  of the
Owners to enter into this Charter,  (xv) any ineligibility of the Vessel for any
particular  trade or  activity,  whether due to any  failure of the Owners,  the
Charterers,  any  subcharterer or any other person to comply with any applicable
law or otherwise,  (xvi) any event of force majeure or any  frustration,  (xvii)
any applicable law or (xviii) any war or any other event that  automatically  or
by election cancels any available  insurance cover or (xix) for any other cause,
circumstance or happening,  whether similar or dissimilar to the foregoing,  any
present or future applicable law to the contrary notwithstanding. The Charterers
hereby  waive,  to the extent  permitted by  applicable  law, any and all rights
which they may now have or which at any time  hereafter  may be  conferred  upon
them, by statute or  otherwise,  to terminate,  cancel,  quit or surrender  this
Charter or to any abatement, suspension,  deferment, return or reduction of hire
except in accordance with the express terms hereof. If for any reason whatsoever
this  Charter  shall be  terminated  in whole or in part by  operation of law or
otherwise as specifically  provided herein, the Charterers  nonetheless agree to
pay to the Owners or to the  person  entitled  thereto  an amount  equal to each
payment of hire at the time such  payment  would have  become due and payable in
accordance  with the terms hereof had this Charter not been  terminated in whole
or in part;  each payment of hire made by. the Charterers.  shall be final,  and
the Charterers will not seek to recover all or any part of such payment from the
Owners for any reason whatsoever, except for manifest error.

33.      Definitions

"Charter  Guarantor" means Top Tankers Inc. of Trust Company  Complex,  Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"First  Deed of  Covenant"  means the deed of covenant  collateral  to the First
Mortgage  executed or (as the context may  require) to be executed by the Owners
in favour of the First Mortgagee;

"First  Mortgagee"  means Fortis Bank  (NEDERLAND) N.V. of Coolsingel 93, 3012AE
(or of such other  address  as may be  notified  to the  relevant  parties)  and
includes  its  successors  in title as well as any person  that may  replace the
First Mortgagee;

"First Mortgage" means the first priority  statutory ship mortgage on the Vessel
to be executed by the Owners in favour of the First Mortgagee;

"First  Quadripartite  Agreement" means the deed of assignment to be executed by
the Owners,  the  Charterers  and the Charter  Guarantor  in favour of the First
Mortgagee;

"MOA" means the  Memorandum  of Agreement  dated  14.3.2006 and made between the
Charterers,  as sellers and the Owners, as buyers,  pursuant to which the Owners
have  agreed to buy and the  Charterers  have  agreed to sell the  Vessel on the
terms and conditions mentioned therein;

"Second Deed of Covenant"  means the deed of covenant  collateral  to the Second
Mortgage  executed or (as the context may  require) to be executed by the Owners
in favour of the Second Mortgagee;

"Second  Mortgage"  means the second  priority  statutory  ship  mortgage on the
Vessel to be executed by the Owners in favour of the Second Mortgagee;

"Second Mortgagee" means Maas Capital  Investments B.V., a company  incorporated
under the laws of The Netherlands  whose registered  office is at Coolsingel 93,
3112AE,  Rotterdam,  The  Netherlands  and  includes  its  successors  in title,
assignees or transferees;

"Second Quadripartite  Agreement" means the deed of assignment to be executed by
the Owners,  the  Charterers  and the Charter  Guarantor in favour of the Second
Mortgagee;

"Sellers'  Credit" means the amount of USD 2,610,000 as provided in Clause 17 of
the MOA.

"Financial Instrument" means:

(a)      in the case of the First Mortgagee,  the First Quadrapartite Agreement,
         and the First Mortgage and the First Deed of Covenant; or

(b)      in the case of the Second Mortgagee, the Second Quadrapartite Agreement
         and the Second Mortgage and the Second Deed of Covenant,

and "Financial Instruments" means both of them; and

"Mortgagees" means, together, the First Mortgagee and the Second Mortgagee.

31.      Insured Amount [for the purposes of Clause 13(1)]

For the purposes of Clause 13(f) and at any relevant  time,  the insured  amount
for the relevant  insurances effected or, as the case may be, to be effected for
the Vessel will be an amount in United States Dollars equal to the higher of (i)
the market  value of the Vessel at such  relevant  time (as such market value is
determined  by an  independent  firm of  shipbrokers  appointed by the Owners in
their sole  discretion) and (ii) the amount required under the relevant terms of
either Financial Instrument, if any.

Each valuation made for the purposes of this Box, shall be made without physical
inspection,  and on the basis of a sale for  prompt  delivery  for cash at arm's
length,  on normal  commercial  terms as  between a willing  buyer and a willing
seller,  without  taking into account the benefit of any  charterparty  or other
engagement  concerning  the  Vessel.  The  value  of the  Vessel  determined  in
accordance  with the provisions  hereof shall be binding upon the parties hereto
until such time as any further such valuation shall be obtained.