Exhibit 4.9

1.   Shipbroker


2.   Place and date

     Seoul 09/03/2006


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

     KOMARF HOPE 27 Shipping Company, Marshall Islands


4.   Bareboat Charterers/Place of business

     Kisavos Shipping Company Limited, Marshall Islands


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

     M/T Priceless. V7DB53, Marshall Islands


6.   Type of Vessel

     Suez Max


7.   GT/NT

     79718/46569


8.   When/Where built

     1991 Hyundai Heavy industries Co. Ltd. Ulsan, Korea


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



10.  Classification society (C1. 3)
     Det Norske Veritus



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



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)


14.  Time for delivery (Cl. 4)
     See Clause 4.


15.  Cancelling date (Cl. 5)
     April 30, 2006


16.  Port or Place of redelivery (Cl. 15)
     Not applicable.


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

     Six (6) months


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

     See Clause 5


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



20.  Trading limits (Cl. 6)



21.  Charter period (Cl. 2)

     Five (5) years (however, subject to Cl. 32)


22.  Charter hire (Cl. 11)

     US$ 750,000


23.  New class and other  safety  requirements  (state  percentage  of  Vessel's
     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)

     US Dollars, in same day funds


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

     As to be notified by the Owners to the Charterers


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



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)

     12(b) applies.

     1st  priority  mortgage  dated on or around the date  herewith  in favor of
     Fortis Bank  ("Agent")  as trustee for the benefit of itself,  the relevant
     lenders ("Lenders") and swap providers.

     2nd priority  mortgage dated on or around the date herewith in favor of the
     Charterers securing the Sellers Credit (as defined in Clause 32(a))

     3rd priority mortgage. dated on or around the date herewith in favor of the
     shareholder of the Owners securing the  Shareholder's  Funds (as defined in
     the Loan Agreement defined in Clause 33)

     Financial Instrument to also include. without limitation. the intercreditor
     agreement and any other agreements in connection with financings related to
     this Charter.


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)

     Each insurance to cover 130% of the Outstanding Project Cost: however,  P&I
     Club insurance to cover the maximum cover available on the market.

     Clause 14 is not applicable.


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

     Not applicable


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

     Not applicable


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


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

     Not applicable


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


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))



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)

     No


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

     32, 33, 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 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/ K.H. Kwan                            /s/ Stamatis Tsantanis
----------------------------         --------------------------------
K.H. Kwan                                Stamatis Tsantanis
                                         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 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

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

     The  Vessel  to be  delivered  under  this  Charter  by the  Owners  to the
     Charterers  shall  be on an as is  where is basis  (and,  at any  rate,  as
     delivered  under the MOA (as  defined  in Clause  4) by the  Charterers  as
     sellers to the Owners as buyers) and without any warranty by the Owner.


4.   Time for Delivery

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

     The delivery of the Vessel under this Charter shall be made  simultaneously
     with the delivery  under the  Memorandum  of Agreement  entered into on the
     same date herewith by and between the  Charterers as sellers and the Owners
     as buyers ("MOA").


5.   Cancelling

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


     (a)  Should  the  Vessel  not be  delivered  latest by the  canceling  date
          indicated in Box 15 or the  cancellation  date as otherwise  agreed by
          and between the Owners and the Charterers hereunder,  the Owners shall
          propose a new date of cancellation  that reasonably takes into account
          the  time  needed  for  this   Charter   and  the  related   financing
          transactions  to take into  effect and the Owners  shall  accept  such
          proposal.

     (b)  Notwithstanding  Clause  5(a)  above,  if it appears  with  reasonable
          certainty the delivery of the Vessel under this Charter cannot be made
          due to the failure in the related financing transactions or otherwise,
          this Charter may be cancelled by a mutual agreement between the Owners
          and the Charterers.


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 III 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  Charterers  shall  bear all
     expenses of the On-hire  Survey  including  loss of time,  if any,  and the
     Charterers  shall also bear all expenses of the Off-hire  Survey  including
     loss of time,  if any, at 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
     authorized  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 Charters have not dry-docked her in accordance with
          Clause 10(g).  The costs and fees for such  inspection of survey shall
          be paid by the Charters; 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
     Charters' account and form part of the Charter Period.

     The Charters  shall also permit the Owners to inspect the Vessel's log book
     whenever  requested and shall whenever  required by the Owners furnish them
     with full information regarding and 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 part,  appliances  and of all  consumable  stores on board the Vessel
     shall be made by the Charters in conjunction  with the Owners on redelivery
     of the Vessel. The Charters and the Owners, respectively, 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 delivery,  respectively.  The Charters 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  Charters  and under their  complete  control in every
          respect.  The  Charters  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 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  costing  (excluding  the
          Charters' 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  Charterers at their own expense shall bear
          cost of compliance.

          (iii)  Financial  Security - The  Charters  shall  maintain  financial
          security or  responsibility  in respect of third party  liabilities as
          required by any government,  including federal,  state of 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  Charters  shall  make and  maintain  all  arrangement  by bond or
          otherwise  as may be necessary  to satisfy  such  requirements  at the
          Charters'  sole expense and the Charters  shall  indemnify  the Owners
          against all consequences  whatsoever  (including loss of time) for any
          failure or inability to do so.

     (b)  Operation for the Vessel - The Charters 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;  provided.  however,  that.  all tonnage taxes and other
          ownership  related  expenses shall be paid by the Owners.  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  Charters
          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  Charters  shall also have the  liberty,  with the  Owners'
          consent,  which shall not be unreasonably withheld, to change the flag
          and/or the name of the Vessel during the Charter Period. Painting arid
          re-painting,   instalment   and   re-instalment,    registration   and
          re-registration,  if required by the Owners, shall be at the Charters'
          expense and time.

     (e)  Changes  to the  Vessel - Subject to Clause  10(a)(ii),  the  Charters
          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 Charters 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 Charters
          shall have the use of all outfit,  equipment,  and appliances on board
          the  Vessel  at the  time of  delivery,  provide  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 contacts 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 Charters  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,  every sixty (60)  calendar  months
          after  delivery  or  such  other  period  as  may be  required  by the
          Classification Society or flag State.

     (h)  Management -- Commercial,  technical and/or operational management. of
          Vessels to be  executed  by Top Tanker  Management  Inc.  or any other
          company acceptable to the Agent and KOMARF for the Charter Period.

     (i)  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 Organisation and applicable law.

     (k)  Financial  Statements-The  Charterers  shall  submit to the Owners the
          audited  annual   accounts  within  180  days  of  the  year  end  and
          semi-annual management accounts within 90 days of the half- year end.

     (l)  Survey  Reports - The  Charterers  shall  supply  the Owners the class
          survey  reports  regularly  including  annual survey and the follow-up
          reports  showing the  recommendation,  if any, has been cleared at the
          Charterer's expense. The Charterers shall put its best efforts to keep
          the condition of the Vessels in compliance with all class certificates
          during the Charter Period.


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 on a monthly basis pay to the Owners for the hire
          of the Vessel 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.  Each  hire  shall be made free and clear of any
          right of set-off, reduction or delay whatsoever.

     (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.

     (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, the hire shall
          be paid by the Charterers to the Owners as provided for 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(0  shall  be  made
          immediately,  whether or not the Owners have given invoice therefor to
          the Charterers.


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

     (a)  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
          mortgage(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 motgagee(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 12(b) are alternatives;  indicate alternative
     agreed in Box 28).


13.  Insurance and Repairs


     (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.  Further,  during the
          Charter Period,  the Charterers shall at their expense take our effect
          MI 1, MAP and COFR  insuring  the Vessel and other  insurances  as the
          Agent  or  the  shareholder  of the  Owners  may  reasonably  require.
          Insurance policies for each insurance above shall name the Owners, the
          Lenders and the Charterers as beneficiaries.  and shall be assigned in
          favor of them. 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  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 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)  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  Instrument.

     (d)  Subject to the provisions of the Financial
          Instrument, if any, should the Vessel become and 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 Agent who shall  distribute  the moneys in accordance  with the
          Financial  Instrument.  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  and all other  occurrence  as  required  under  the  Financial
          Instrument.

     (e)  Subject to the Financial Instrument, 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 coverages of each insurance mentioned the
          provisions of sub-clause  13(a),  the insured  amount shall be the sum
          indicated in Box 29.

14.  deleted

15.  Redelivery

     At the expiration of the Charter Period or, if earlier, on the date of sale
     of the  Vessel as  provided  for  under  Clause  32.  the  Vessel  shall be
     redelivered  by the Charterers to the Owners at a safe and ice-free port 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
     (which  shall  include  the port or place of  delivery  as  directed by the
     Owners) and not less than fourteen (14) running  days'  definite  notice of
     expected date and port or place of  redelivery  (which shall be the port or
     place of delivery as directed by the Owners). 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 sale of the Vessel as  provided  for
     under Clause 32 at the place as directed by the Owners. Notwithstanding the
     above,  should the  Charterers  fail to  redeliver  the  Vessel  within the
     Charter  Period or on the date of sale of the Vessel as provided  for under
     Clause 32 at the place as directed by the Owners,  the Charterers shall pay
     the daily  equivalent to the rate of hire stated in Box 22 plus 10 percent,
     for the number of days by which the  Charter  Period or the date of sale 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 t  delivered  free of class
     conditions/recommendations,   fair  wear  and  tear  not  affecting   class
     excepted. On re-delivery, The Vessel shall have been drydocked as per class
     requirement.  The Vessel upon redelivery shall have her survey cycles up to
     date and the trading and the national and international  class certificates
     valid for at least the number of months agreed in Box 17. 6 months


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
     fasten  during  the  Charter  Period a notice  reading to the effect of the
     following:  "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  whatever.
     Further,  the Vessel is subject to the first priority mortgage dated [0] in
     favor of Fortis  Bank as  trustee  acting  for  itself  and the  mortgagees
     thereunder, the second priority mortgage dated [o] in favor of [specify the
     Charterers  name],  and the third  priority  mortgage dated [o] in favor of
     [specify the shareholder of the Owners name]"


17.  Indemnity

     (a)  The  Charterers   shall  indemnify  the  Owners,   Korea  Marine  Fund
          Corporation (a Korean  corporation:  "KOMARF"),  the Owners, the Agent
          and the  Lenders and their  respective  successors,  assigns,  agents,
          directors,  shareholders  and  officers  (collectively,   "Indemnified
          Parties") from and against any loss,  damage,  claim, cost and expense
          incurred by them  -arising  out of or in relation to the  operation of
          the Vessel by the Charterers (including,  without limitation, costs of
          operating and maintaining the Vessels (whether by the  time-charterers
          or the  subcharterers  or by  whomsoever  leased.  used or  operated),
          environmental claim or those 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 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
          generally of the  foregoing,  the  Charterers  agree to indemnify  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  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.

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  Indemnified  Parties against any sums
     whatsoever  which the  Indemnified  Parties  shall become liable to pay and
     shall pay in consequence  of the Vessel  becoming a wreck or obstruction in
     navigation.

21.  General Average

     The Owner 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 in  accordance  with the  Financial
          Instrument.

     (b)  The Owners  shall not sell the  Vessel  during  the  currency  of this
          Charter except as provided in Clause 32.

23.  Contacts 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)  The Charterers are to procure that all passenger tickets issued during
          the Charter  Period for the carriage of  passengers  and their luggage
          under this Charter shall contain a paramount clause  incorporating any
          legislation  relating to carrier's  liability for passengers and their
          luggage  compulsorily  applicable in the trade; if no such legislation
          exists,  the passenger tickets shall incorporate the Athens Convention
          Relating to the Carriage of Passengers and their Luggage by Sea, 1974,
          and any protocol thereto. Delete as applicable

25.  Requisition/Acquisition

     (a)  In the  event  of the  Requisition  for  Hire  for 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 Charters 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)  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 Charters 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.


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 of malicious  damage,
          blockades  (whether  imposed  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 judgment 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 requires 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 advise
               as to departures,  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 five the same
               under the terms of the war risks insurance;

          (iii) to comply with the terms of any  resolution  of the  Security 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)  In any and all events of the event of outbreak of war  (whether  there
          be a declaration of war or not), the hire shall continue to be paid in
          accordance with Clause 11.]

27.  deleted


28.  Termination

     (a)  Charterers'  Default Subject to the Financial  Instrument,  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 Box 34 (as  recognized  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 Charters 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.

     (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 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  covered by  Insurance  Despite  the Vessel  becoming a
          total loss or is declared as a constructive or compromised or arranged
          total  loss,  so  long  as it  is  fully  covered  by  insurance,  the
          Charterers  shall  continue  to pay the  hire at the  time  and in the
          manner as provided  herein for a maximum  period of forty (40) days or
          until the insurance  proceeds shall be paid,  whichever occurs first:,
          and any money  paid by the  Charterers  to the  Owners as hire will be
          returned to the Charterers  once the insurance  proceeds are paid. 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  is not reached it is adjudged
          by a competent  tribunal  that a  constructive  loss of the Vessel has
          occurred.

     (d)  Subject to the Agent's 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 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  authorized  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)  deleted

     (c)  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 mediator's cost 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
               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

     (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.

32.  Special Provisions

     (a)  Sellers'  Credit:  The  sellers'  credit  (in the amount of 10% of the
          Purchase Price under the MOA.  "Sellers' Credit") shall be paid to the
          Charterers  in a lump sum  payment  upon the sale of the  Vessels  and
          receipt of the full amount of sales proceeds. but not later than three
          (3) months after the expiry of the Charter  Period.  For the avoidance
          of doubt no interest shall accrue on the Sellers' Credit.

     (b)  In the event that the BBC is terminated before the scheduled expiry of
          the Charter Period due to reasons  attributable to the Charterer,  the
          Owner shall be entitled to forfeit an amount of the Seller's Credit up
          to a maximum of the aggregate remaining monthly payments under the BBC
          after the termination  without prejudice to its claims for damages and
          other rights under applicable law or in equity.

          The  Sellers'  Credit shall be secured by a second  priority  mortgage
          over the Vessel ranking behind the first priority mortgages granted to
          the Agent and the Swap Parties.

          Guarantee:  Top Tankers Inc.  shall  unconditionally  and  irrevocably
          guarantee the  performance of the  Charterers  under this Charter as a
          primary obligor and not merely as a surety.

          Each of the  Charterers  and the charterers to KOMARF HOPE 28 Shipping
          Company, KOM A.RF HOPE 29 Shipping Company and KOMARF HOPE 30 Shipping
          Company (each a Liberian company;  collectively,  "Other  Charterers")
          shall also jointly and  severally  guarantee  the  performance  of the
          charters by the other Charterers.

(c)       Sale of Vessel during the Six-Month Sales Period: The "Six-Months
          Sales Period" shall mean the period from the date falling three months
          prior to the expiry of the Charter Period to the date falling three
          months after the expiry of the Charter Period.

          The "Outstanding 'Project Cost" shall mean. collectively, (i) all sums
          outstanding under the Main Financing Documentation. (ii) the principal
          amount of the investment into the SIC by its investors,  and (iii) the
          Seller's Credit.

          The  following  is  applicable  when the  Vessel  is sold  during  the
          Six-Month Sales Period:

          If the net sale proceeds of the Vessel ("Net Sales Proceeds") is lower
          than the  Outstanding  Project  Cost,  such  shortfall  shall be first
          covered by the  Charterers  LID to the amount of USD two (2)  million,
          and the Owners  will  deduct  such  amount  from the  Sellers'  Credit
          payable to the Charterers in respect of that Vessel.  If the Net Sales
          Proceeds  are higher than the  Outstanding  Project  Cost,  as to such
          surplus,  the first USD two (2) million shall belong to the Charterers
          and the Owners  will pay such amount to the  Charterers  in respect of
          that Vessel upon sale of that  Vessel,  and any excess  thereof  shall
          belong to the Owners.

     (d)  Sale of the Vessel after the Six Months Sales Period:  The  evaluation
          value  ("Evaluation  Value") of the Vessel shall be the average of the
          quote  obtained from the Selected  Evaluation  Firms,  with each quote
          referring  to the Vessel  price as of the (expiry  date of the Charter
          Period.

          The  Selected  Evaluation  Finns shall be two of the  following  firms
          selected by a mutual agreement  between the Charterers and the Owners:
          One from Clarksons or Simpson Spence & Young and the other from Platou
          or Fearnlevs.

          The following is  applicable  when the Vessel is not sold prior to the
          expiry of Six-Month Sales Period:

          If in respect of any Vessel the  Evaluation  Value for that  Vessel is
          lower than the Outstanding  Project Cost relating to that Vessel as of
          the end of the Charter Period, the Owner will deduct such amount up to
          USD 2 million from the Sellers'  Credit  payable to the  Charterers in
          respect of that  Vessel.  If in  respect of any Vessel the  Evaluation
          Value for that  Vessel is higher  than the  Outstanding  Project  Cost
          relating to that  Vessel,  the Owners will pay such amount up to USD 2
          million to the  Charterers  in  respect of that  Vessel on the date of
          expiration of the Six-Month Sales Period.

          The  foregoing  mechanism  shall not be affected even where the actual
          sales price of the Vessel is different from the Evaluation Value.

     (f)  Sale of the Vessel before the Six Months Sales Period:  The Owners may
          sell  the  Vessels  at  any  time  after  three  (3)  years  from  the
          commencement of the Charter Period.  subject.  however, to an approval
          thereof by the relevant subcharterer(s). if any.

          If the Net Sales Proceeds is lower than the Outstanding  Project Cost,
          the Sellers'  Credit will be payable to the  Charterers  in respect of
          that  Vessel in full.  If the Net Sales  Proceeds  are higher than the
          Outstanding  Project  Cost,  the Owners  will pay the  Charterers  the
          Seller's  Credit in respect of that Vessel in full,  and an additional
          amount up to:

          o    USD 4 million if the sale is concluded during the 4th year of the
               Charter.

          o    USD 3 million if the sale is concluded during the 5th year of the
               Charter (however, excluding the Six-Month Sales Period).


          Any excess thereof shall belong to the Owners.

          All of the  above  amounts  shall  be  payable  immediately  upon  the
          delivery  of  the  Vessels  to the  new  owners,  and,  simultaneously
          therewith, this Charter will be terminated.

          Further,  at any time after three (3) years from the  commencement  of
          the Charter Period,  the Vessel,  subject to the Charterers'  approval
          (which shall not be unreasonably withheld),  may be sold by the Owners
          with this Charter maintained by the new owners. In such cases of sale,
          the following paragraph shall be applicable:

          If the Net Sales Proceeds is lower than the Outstanding  Project Cost,
          the Sellers' Credit wiith payable.to the Charterers in respect of that
          Vessel  in  full.  If the Net  Sales  Proceeds  are  higher  than  the
          Outstanding  Project  Cost,  the Owners  will pay the  Charterers  the
          Sellers'  Credit in  respect  of that  Vessel  in full,  and as to any
          surplus his the first USD two (2) million  shall belong to Top Tankers
          Inc. (each of such Sellers'  Credit and such first USD two (2) million
          to be payable at the time of the sale of the  Vessel),  and any excess
          thereof shall belong to the Owner.


     (g)  Sales  Mechanism:  Whether the Vessel is sold during,  after or before
          the Six-Month Sales Period, as to the Vessel, the Owners will give the
          Charterers the right of first refusal.

          Subject to the  Charterers'  right of first  refusal  specified  above
          (i.e.,  such  right of first  refusal  shall be deemed  waived  when a
          waiver by the  Charterers is obtained or when the  Charterers  fail to
          exercise  such  right  after a  prior  notice  of one (1)  week by the
          Owners), the Owners shall have no obligation to give the Charterers an
          opportunity to hid when it plans to sell the Vessels. The Owners shall
          have an absolute and free  discretion  in  selecting  the buyer of the
          Vessel and in  determining  the mechanisms for the sale of the Vessel.
          The  Vessel  and the  other  vessels  owned  by the  Other  Charterers
          (collectively,  "Vessels")  may be  sold at one  time or at  different
          times through separate sales transactions and varying mechanisms.

     (h)  Extension of Charter  Period:  For the  effective  sale of the Vessels
          after the  Charter  Period,  the  Charter  Period may be extended by a
          period  of not  longer  than  three (3)  months  at the  option of the
          Owners,  in which case the hire shall be USD 5,000 per day during such
          extended three (3) month Charter Period.

          Further.  the Owners shall have the right to require the Charterers to
          manage the Vessel for a period of up to one (1) year after  expiration
          of the  Charter  Period  pursuant  to the  ship  management  agreement
          between the Owner and the Charterer (or any other company nominated by
          the  Charterer),  providing  that (i) as to the costs incurred for the
          technical  management of the Vessel shall be borne by the Owners on an
          net cost  amount  basis:  and (ii) as to the  income  from  commercial
          operation of the Vessel shall be distributed between the Charterers4nd
          the Owners on a 40% to 60% basis.

          The  Charterers  shall make their best efforts to assist the Owners in
          the sale of the Vessels.

     (i)  Time Charter Assignment:  As to the time-charter or sub-charter by the
          Charterers of the Vessel during the Charter Period,  such time-charter
          or sub-charter shall be assigned to the Owners and the Agent and other
          relevant parties under the main financing and investment documentation
          for security.

     (j)  Compliance with the Financial Instrument:  The Charterers shall comply
          with the  Financial.  Instrument as required by the Agent  (including,
          without limitation, its requirement to maintain a minimum consolidated
          cash balance of USD 50 million at all times with the Agent).

33.  Compliance with the Owners' requests

     The  Charterers  shall,  throughout  the  Charter  Period,  comply with the
     Owners'  requests  which  may he made  from  time to time  for the  Owners'
     compliance with the provisions of the loan and guarantee facility agreement
     entered into on. or to be entered into  around.  the even date  herewith by
     and among, inter alia, the Buyers as borrower, Fortis Bank (Nederland) N.V.
     as  agent  and  arranger  and the  lenders  specified  therein  (the  "Loan
     Agreement").

34.  Hell & High Water Clause

     This   Charter  is  a  "hell  and  high  water"   bareboat   charter   and,
     notwithstanding   anything  in  this  Charter  to  the  contrary  (however,
     excluding clause 28(c) of this Charter),  the  C'harterer's  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, for the avoidance of doubt, any loss of the Vessel as
     provided in clause 28(c) of this Charter or any other  termination  of this
     Charter  pursuant to clause 28( b) of this  Charter or for any other reason
     whatsoever  (other  than  clause  28(a)  and (d) of this  Charter)  whether
     provided for in this Charter or available to the  Charterer by operation of
     law or  otherwise).  If for any reason  whatsoever  this  Charter  shall be
     terminated in whole or in part for any of the reasons specifically provided
     herein or by  operation  of law or  otherwise,  the  Charterer  nonetheless
     agrees  to nay to the Owner 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
     Charterer shall he final, and the Charterer will not seek to recover all or
     any part of such payment from the Owner for any reason  whatsoever,  except
     manifest error.