Exhibit 4.38

Private & Confidential




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




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

                                TOP TANKERS INC.                (3)
                              as Charter Guarantor
                                       and

                          MAAS CAPITAL INVESTMENTS B.V.         (4)



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

                       SECOND PRIORITY QUADRIPARTITE DEED

                            relating to m.v. Spotless

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



                                                                    NORTON ROSE

<PAGE>


                                    Contents

Clause                                                                      Page
1       Definitions ..........................................................2
2       Representations and warranties........................................8
3       Assignment ..........................................................12
4       Owner's Assignment...................................................12
5       Continuing security and other matters................................13
6       Charterer's undertakings ............................................16
7       Charter Guarantor's undertakings ....................................17
8       Covenants concerning insurance and operational matters ..............22
9       Powers of Mortgagee to protect security and remedy defaults .........29
10      Powers of Mortgagee on Event of Default..............................29
11      Application of moneys ...............................................30
12      Remedies cumulative and other provisions.............................31
13      Costs and indemnity .................................................32
14      Attorney ............................................................32
15      Further assurance ...................................................33
16      Consent, Termination of Charter and Quiet Enjoyment..................33
17      Continuation of Charter Period ......................................35
18      Notices .............................................................35
19      Counterparts ........................................................36
20      Severability of provisions...........................................36
21      Law and jurisdiction ................................................37
Schedule 1 Forms of Loss Payable Clauses.....................................38
Schedule 2 Forms of Notices of Assignment of Insurances......................39


<PAGE>
THIS SECOND PRIORITY QUADRIPARTITE DEED is dated 15 March 2006

BETWEEN:

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

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

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

(4)    MAAS CAPITAL INVESTMENTS B.V., a company incorporated under the laws of
       The Netherlands acting for the purposes of this Deed through its office
       at R.01.1601, Coolsingel 93, 3012 AE Rotterdam, The Netherlands (the
       "Mortgagee").

WHEREAS:

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

(B)    by a loan agreement (the "Loan Agreement") dated 1 M March 2006 and made
       between (1) the Owner, Tucker Navigation Co., Starcraft Marine Co. and
       Comoros Shipping Limited (therein and herein together referred to as the
       "Borrowers") and (2) the Mortgagee as lender, the Mortgagee agreed (inter
       alia) to advance by way of loan to the Borrowers, upon the terms and
       conditions therein, a maximum aggregate amount of up to $10,000,000;

(C)    pursuant to the Loan Agreement there has been or will be executed by the
       Owner in favour of the Mortgagee a second preferred ship mortgage (the
       "Mortgage") on the Ship and the Mortgage of even date herewith has been
       or will be registered under the provisions of Chapter 3 of title 21 of
       the Liberian Code of Laws of 1956 as amended as security for the payment
       by the Borrowers of the Outstanding Indebtedness (as such expression is
       defined in the Mortgage);

(D)    the security constituted by the Mortgage and this Deed is in all respects
       subject and subordinate to the rights of the First Mortgagee under the
       First Mortgage and the First Quadripartite Deed of Assignment (as those
       expressions are defined in the Mortgage);

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

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

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

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

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

1      Definitions

1.1    Definitions

       In this Deed, unless the context otherwise requires:

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

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

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

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

       "Charterer" includes the successors in title and permitted assignees of
       the Charterer;

       "Charterer's Assigned Property" means all of the Charterer's rights,
       title and interest in and to:

       (a)    the Insurances; and

       (b)    any Requisition Compensation;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

       "First Banks" means the banks and financial institutions whose names and
       addresses are set out in schedule 1 to the First Loan Agreement;

       "First General Assignment" means a first general assignment dated (S
       March 2006 made between the Owner and the First Mortgagee whereby the
       Owner has assigned to the First Mortgagee the Earnings, the Insurances
       and any Requisition Compensation (each such term as defined therein) of
       the Ship;

       "First Loan" means the principal amount borrowed by the Borrowers from
       the First Banks under the First Loan Agreement or (as the context may
       require) the amount thereof at any time outstanding;

       "First Loan Agreement" means the loan agreement dated (Ct March 2006 made
       between (1) the Borrowers, (2) Fortis Bank (Nederland) N.V. in its
       capacities as arranger, agent, swap provider and account bank, (3) the
       First Mortgagee and (4) the First Banks as lenders;

       "First Manager's Undertaking" means the manager's undertaking and first
       priority assignments executed (or as the context may require) to be
       executed by each Manager in favour of the Mortgagee;

       "First Mortgage" means the first preferred ship mortgage on the Ship
       dated y' March 20`.16 executed by the Owner in favour of the First
       Mortgagee;

       "First Mortgage Documents" means, together, the First Mortgage, the First
       General Assignment, the First Manager's Undertaking, the First Operating
       Account Pledge, the First Security Assignment, the First Quadripartite
       Deed and the First Retention Account Pledge;

       "First Mortgagee" means Fortis Bank (Nederland) N.V. of Coolsingel 93,
       3012 AE Rotterdam, The Netherlands;

       "First Operating Account Pledge" means the first priority pledge executed
       (or as the context may require) to be executed by, inter alios, the Owner
       in favour of the Mortgagee in respect of, inter alia, the Spotless
       Operating Account;

       "First Quadripartite Deed" means the deed of assignment executed or (as
       the context may require) to be executed by the Owner and the Charterer in
       favour of the Mortgagee in such form as the Mortgagee shall approve;

       "First Retention Account Pledge" means the first priority pledge executed
       or (as the context may require) to be executed by the Borrowers in favour
       of the Mortgagee in respect of the Retention Account;

       "First Security Assignment" means the first priority charter assignment
       of the Doubtless Charter Guarantee, the Faithful Charter Guarantee and
       the Vanguard Charter Guarantee and the Doubtless Time Charter Assignment,
       the Faithful Time Charter Assignment, the Spotless Time Charter
       Assignment and the Vanguard Time Charter Assignment executed (or as the
       context may require) to be executed by the Owner in favour of the
       Mortgagee;

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

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

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

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

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

       "Loan" means the aggregate principal amount owing to the Mortgagee
       pursuant to the Loan Agreement at any relevant time;

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

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

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

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

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

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

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

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

       (a)    the Charter;

       (b)    the Charter Guarantee;

       (c)    the Charter Earnings; and

       (d)    all other Charter Rights;

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

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

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

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

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

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

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

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

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

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

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

       "Total Loss" means:

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

       (b)    the Compulsory Acquisition of the Ship; or

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

1.2    Insurance terms

       In clause 8.1.1:

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

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

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

1.3    Headings

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

1.4    Construction of certain terms

       In this Deed, unless the context otherwise requires:

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

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

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

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

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

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

1.5    Conflict with Loan Agreement

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

1.6    Conflict with Charter

       If and to the extent that any of the covenants and undertakings given by
       the Charterer in this Deed may conflict with any of the provisions of the
       Charter, such covenants and undertakings shall (as between the Mortgagee
       on the one hand and the Owner and the Charterer on the other hand but not
       otherwise) prevail over such provisions. 2 Representations and warranties

2.1    Charterer's continuing representations and warranties

       The Charterer represents and warrants to the Mortgagee and the Owner
       that:

       2.1.1  Due incorporation

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

       2.1.2  Corporate power

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

       2.1.3  Binding obligations

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

       2.1.4  No conflict with other obligations

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

       2.1.5  No filings required

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

       2.1.6  Choice of law

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

       2.1.7  No immunity

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

       2.1.8  Consents obtained

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

2.2    Charter Guarantor's continuing representations and warranties

       The Charter Guarantor represents and warrants to the Mortgagee and the
       Owner that:

       2.2.1  Due incorporation

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

       2.2.2  Corporate power

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

       2.2.3  Binding obligations

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

       2.2.4  No conflict with other obligations

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

       2.2.5  No filings required

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

       2.2.6  Choice of law

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

       2.2.7  No immunity

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

       2.2.8  Consents obtained

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

2.3    Charterer's initial representations and warranties

       The Charterer represents and warrants to the Mortgagee and the Owner
       that:

       2.3.1  No withholding Taxes

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

       2.3.2  Ship's employment

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

       2.3.3  Freedom from Encumbrances

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

       2.3.4  Commissions etc.

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

       2.3.5  Compliance with Environmental Laws and Approvals

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

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

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

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

              2.3.6  No Environmental Claims

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

              2.3.7  No potential Environmental Claims

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

2.4    Charter Guarantor's initial representations and warranties

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

2.5    Repetition of representations and warranties

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

3      Assignment

3.1    Charterer's Assignment

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

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

       3.1.2  any insurance moneys received by the Mortgagee in respect of any
              major casualty (as specified in the relevant Loss Payable Clause)
              shall, unless prior to receipt or whilst such moneys are in the
              hands of the Mortgagee there shall have occurred a Default
              (whereupon such insurance monies shall, subject to the First
              Quadripartite Deed of Assignment, be applied in accordance with
              clause 11.1 or clause 11.3 (as the case may be)), be paid over to
              the Charterer upon the Charterer furnishing evidence satisfactory
              to the Mortgagee that all loss and damage resulting from such
              casualty has been properly made good and repaired, and that all
              repair accounts and other liabilities whatsoever in connection
              with the casualty have been fully paid and discharged by the
              Charterer, provided however that the insurers with whom the fire
              and usual marine risks insurances are effected may, in the case of
              a major casualty, and with the previous consent in writing of the
              Mortgagee, make payment on account of repairs in the course of
              being effected.

3.2    Use of Charterer's name

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

3.3    Reassignment

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

3.4    Liability of Charterer

       The Charterer shall remain liable to perform all the obligations assumed
       by it in relation to the Assigned Property and the Mortgagee shall be
       under no obligation of any kind whatsoever in respect thereof or be under
       any liability whatsoever in the event of any failure by the Charterer to
       perform its obligations in respect thereof. 4 Owner's Assignment

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

4.2    Use of Owner's name

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

4.3    Reassignment

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

4.4    Liability of Owner

       The Owner shall remain liable to perform all the obligations assumed by
       it in relation to the Mortgaged Property and the Mortgagee shall be under
       no obligation of any kind whatsoever in respect thereof or be under any
       liability whatsoever in the event of any failure by the Owner to perform
       its obligations in respect thereof.

4.5    Acknowledgement by Charterer

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

5      Continuing security and other matters

5.1    Continuing security

       The security created by this Deed shall:

       5.1.1  be held by the Mortgagee as a continuing security for the payment
              of the Outstanding Indebtedness and the performance and observance
              of and compliance with all of the covenants, terms and conditions
              contained in the Security Documents, express or implied, and that
              the security so created shall not be satisfied by any intermediate
              payment or satisfaction of any part of the amount hereby and
              thereby secured (or by any settlement of accounts between the
              Owner or any other person who may be liable to the Mortgagee in
              respect of the Outstanding Indebtedness or any part thereof and
              the Mortgagee) and shall remain in full force and effect until the
              Outstanding Indebtedness has been discharged in full (which
              expression shall not embrace payment or a dividend in liquidation
              or bankruptcy of less than 100%);

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

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

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

5.2    Rights additional

       All the rights, remedies and powers vested in the Mortgagee hereunder
       shall be in addition to and not a limitation of any and every other
       right, power or remedy vested in the Mortgagee under the Loan Agreement,
       this Deed, the other Security Documents or any such Collateral Instrument
       or at law and that all the powers so vested in the Mortgagee may be
       exercised from time to time and as often as the Mortgagee may deem
       expedient.

       5.2.1  No enquiry

              The Mortgagee shall not be obliged to make any enquiry as to the
              nature or sufficiency of any payment received by it under this
              Deed or to make any claim or take any action to collect any moneys
              hereby assigned or to enforce any rights or benefits hereby
              assigned to the Mortgagee or to which the Mortgagee may at any
              time be entitled under this Deed.

5.3    Obligations of Owner, Charterer and Mortgagee

       The Owner and the Charterer shall each remain liable to perform all the
       obligations assumed by it in relation to the Owner's Assigned Property
       and the Charterer's Assigned Property and the Mortgagee shall be under no
       obligation of any kind whatsoever in respect thereof or be under any
       liability whatsoever in the event of any failure by the Owner or the
       Charterer to perform its obligations in respect thereof.

5.4    Discharge of Mortgage

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

5.5    Liability unconditional

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

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

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

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

5.6    Waiver of Charterer's rights

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

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

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

       5.6.3  take any step to enforce any right against the Owner, the other
              Borrowers or any other person liable in respect of any Outstanding
              Indebtedness; or

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

5.7    Suspense account

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

5.8    Settlements conditional

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

5.9    Delivery of certain property

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

5.10   Certificates conclusive

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

5.11   Collateral Instruments

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

6      Charterer's undertakings

       The Charterer hereby covenants with the Mortgagee and undertakes that
       throughout the Charter Period:

       6.1.1  Notice

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

       6.1.2  Negative undertakings relating to Charter

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

              (a)    Assignments

                     save for the First Quadripartite Deed of Assignment, assign
                     or otherwise dispose of the Charterer's rights and
                     obligations under the Charter;

              (b)    Variations

                     agree to any variation of the Charter;

       6.1.3  Performance of Charter obligations

              it will perform its obligations under the Charter;

       6.1.4  Total Loss recovery

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

       6.1.5  Compliance with Environmental Laws

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

       6.1.6  Abandonment

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

       6.1.7  Charterer's Manager

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

       6.1.8  Encumbrances

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

       6.1.9  Notification of certain events

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

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

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

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


7      Charter Guarantor's undertakings

7.1    General Undertakings

       The Charter Guarantor hereby agrees and undertakes to the Mortgagee that
       it will at all times throughout the Security Period:

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

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

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

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

       7.1.2  comply with its obligations under the Charter Guarantee.

7.2    Financial Undertakings

       The Charter Guarantor hereby agrees and undertakes to the Mortgagee that
       it will at all times throughout the Security Period:

       7.2.1  ensure that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              (e)    rental payments under Finance Leases;

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

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

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

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

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

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

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

PROVIDED THAT

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

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

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

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

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

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

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

       7.2.9  For the purposes of this clause 7.2:

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

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

7.3    Valuation of Relevant Ships

       7.3.1  Valuations

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

       7.3.2  Information

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

       7.3.3  Costs

              All costs in connection with the Mortgagee obtaining any valuation
              of each of the Relevant Ships referred to in clause 7.3.1 shall be
              borne by the Owner. 8 Covenants concerning insurance and
              operational matters

8.1    Covenants

       The Charterer hereby covenants with the Mortgagee and undertakes
       throughout the Charter Period:

       8.1.1  Insurance

              (a)    Insured risks, amounts and terms

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

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

                            (A)    the value of the Ship for the time being (as
                                   determined by the Mortgagee in its sole
                                   discretion); and

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

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

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

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

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

              (b)    Approved brokers, insurers and associations

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

              (c)    Fleet liens, set-off and cancellation

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

              (d)    Payment of premiums and calls

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

              (e)    Renewal

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

              (f)    Guarantees

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

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

                     to deposit with the Approved Brokers (or procure the
                     deposit of) all slips, cover notes, policies, certificates
                     of entry or other instruments of insurance from time to
                     time issued in connection with such of the insurances
                     referred to in clause 8. 1.1 (a) as are effected through
                     the Approved Brokers and procure that the interest of the
                     Mortgagee shall be endorsed thereon by incorporation of the
                     relevant Loss Payable Clause and, where the Insurances have
                     been assigned to the Mortgagee, by means of a Notice of
                     Assignment of Insurances (signed by the Owner and the
                     Charterer and by any other assured who shall have assigned
                     its interest in the Insurances to the Mortgagee) and that
                     the Mortgagee shall be furnished with pro forma copies
                     thereof and a letter or letters of undertaking from the
                     Approved Brokers in such form as shall from time to time be
                     required by the Mortgagee;

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

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

              (i)    Extent of cover and exclusions

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

              (j)    Correspondence with brokers and associations

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

              (k)    Collection of claims

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

              (l)    Employment of Ship

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

              (m)    Application of recoveries

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

       8.1.2  Ship's registration

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

       8.1.3  Repair

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

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

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

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

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

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

       8.1.5  Maintenance of class; compliance with regulations

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

       8.1.6  Surveys

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

       8.1.7  Inspection

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

       8.1.8  Prevention of and release from arrest

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

       8.1.9  Employment

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

       8.1.10 Information

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

       8.1.11 Notification of certain events

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

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

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

              (c)    any requisition of the Ship for hire;

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

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

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

              (g)    the occurrence of any Default;

       8.1.12 Payment of outgoings and evidence of payments

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

       8.1.13 Repairers' liens

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

       8.1.14 Chartering

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

              (a)    on demise charter for any period;

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

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

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

       8.1.15 Sharing of Earnings

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

       8.1.16 Manager

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

       8.1.17 Notice of Mortgage

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

                              "NOTICE OF MORTGAGE"

              This Ship is subject to a second priority mortgage in favour of
              MAAS CAPITAL INVESTMENTS B.V. of R.01.1601, Coolsingel 93, 3012 AE
              Rotterdam, The Netherlands. Under the said mortgage, neither the
              Owner nor any charterer nor the Master of this Ship has any right,
              power or authority to create, incur or permit to be imposed upon
              this Ship any commitments or encumbrances whatsoever other than
              for crew's wages and salvage" and in terms of the said notice it
              is hereby agreed that save and subject as otherwise herein
              provided, neither the Owner nor the Charterer nor any other
              charterer nor the Master of the Ship nor any other person has any
              right, power or authority to create, incur or permit to be imposed
              upon the Ship any lien whatsoever other than for crew's wages and
              salvage;

       8.1.18 Anti-drug abuse

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

       8.1.19 Compliance with environmental laws

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

       8.1.20 Compliance with Code

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

       8.1.21 Withdrawal of DOC and SMC

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

       8.1.22 Issuance of DOC and SMC

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

       8.1.23 ISPS Code compliance and will procure that any Operator of the
              Ship will:

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

              (b)    in respect of such Ship;

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

              (d)    procure that the Ship will comply at all times with the
                     ISPS Code.

8.2    Substitute performance of Mortgage

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

9.1    Protective action

       The Mortgagee shall, without prejudice to its other rights, powers and
       remedies under any of the Security Documents, be entitled (but not bound)
       at any time, and as often as may be necessary, to take any such action as
       it may in its discretion think fit for the purpose of protecting or
       maintaining the security created by this Deed and the other Security
       Documents, and all Expenses attributable thereto shall be payable by the
       Owner on demand.

9.2    Remedy of defaults

       Without prejudice to the generality of the provisions of clause 9.1 (but
       subject to the First Mortgage Documents):

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

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

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

              and the Expenses attributable to the exercise by the Mortgagee of
              any such powers shall be payable by the Owner to the Mortgagee on
              demand. 10 Powers of Mortgagee on Event of Default

10.1   Powers

       Upon the happening of any Event of Default, the Mortgagee shall (subject
       to the rights of the First Mortgagee under the First Mortgage Documents)
       become forthwith entitled by notice given to the Owner in accordance with
       the provisions of clause 10.2 of the Loan Agreement to declare the
       Outstanding Indebtedness to be due and payable immediately or in
       accordance with such notice, whereupon the Outstanding Indebtedness shall
       become so due and payable and (whether or not the Mortgagee shall have
       given any such notice) the Mortgagee shall become forthwith entitled, as
       and when it may see fit, to put into force and exercise in relation to
       the Owner's Assigned Property and/or the Charterer's Assigned Property or
       any part thereof all or any of the rights, powers and remedies possessed
       by it as mortgagee and/or assignee of the Owner's Assigned Property
       and/or the Charterer's Assigned Property (whether at law, by virtue of
       the Mortgage and this Deed or otherwise) and in particular (without
       limiting the generality of the foregoing):

       10.1.1 to require that all policies, contracts, certificates of entry and
              other records relating to the Insurances (including details of and
              correspondence concerning outstanding claims) be delivered
              forthwith to such adjusters and/or brokers and/or other insurers
              as the Mortgagee may nominate;

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

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

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

10.2   Liability of Mortgagee

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

11     Application of moneys

11.1   Application

       All moneys received by the Mortgagee in respect of:

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

       11.1.2 Requisition Compensation; and

       11.1.3 the Owner's Assigned Property,

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

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

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

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

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

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

11.2   Shortfalls

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

11.3   Application of Insurances received by Mortgagee

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

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

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

12     Remedies cumulative and other provisions

12.1   No implied waivers; remedies cumulative

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

12.2   Delegation

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

13     Costs and indemnity

13.1   Costs

       The Owner shall pay to the Mortgagee on demand on a full indemnity basis
       all expenses or liabilities of whatsoever nature (including legal fees,
       fees of insurance advisers, printing, out-of-pocket expenses, stamp
       duties, registration fees and other duties or charges) together with any
       value added tax or similar tax payable in respect thereof, incurred by
       the Mortgagee in connection with the enforcement of, or preservation of
       any rights under, this Deed or otherwise in respect of the Outstanding
       Indebtedness and the security therefor or in connection with the
       preparation, completion, execution or registration of this Deed.

13.2   Mortgagee's indemnity

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

14     Attorney

14.1   Power

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

14.2   Exercise of power

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

14.3   Filings

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

15     Further assurance

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

16     Consent, Termination of Charter and Quiet Enjoyment

16.1   Consent

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

16.2   Quiet Enjoyment and termination

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

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

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

16.3   Termination by Mortgagee On the occurrence of:

       16.3.1 an Event of Default; and

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

       16.3.3 if the Charterer shall be in default of any of its obligations
              under this Deed; 16.3.4 if the Charterer is in breach of any of
              the terms of the Co-ordination Deed; 16.3.5 if the Charterer shall
              be in breach of the terms of the Notice; or

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

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

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

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

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

16.4   Preservation of Owner's rights

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

16.5   Remedy of Owner's breach

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

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

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

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

16.6   Sale free of or subject to Charter

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

16.7   Sale subject to Charter

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

16.8   Sale free of Charter

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

17     Continuation of Charter Period

       The Charterer shall continue to pay charterhire under the Charter on the
       days and in the amounts required under the Charter notwithstanding that
       the Ship shall become a Total Loss or that the Charterer shall be
       permanently deprived of her use for any other reason prior to the end of
       the Charter Period, provided that no further instalments of charterhire
       shall become due and payable on any date after the earlier of the expiry
       of the period for the prepayment of the Loan specified in clause 4.3 of
       the Loan Agreement or the date upon which the Loan is prepaid in full in
       accordance with clauses 4.3 and 4.5 of the Loan Agreement. 18 Notices

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

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

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

       18.1.3 be sent:

              (a)    to the Owner at:

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

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

              (b)    to the Charterer at:

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

                     Fax no: +30 210 697 8107
                     Attention: Legal Department

              (c)    to the Mortgagee at:

                     Maas Capital Investments B.V.
                     R.01.1601
                     Coolsingel 93
                     3012 AE Rotterdam
                     The Netherlands
                     Fax no: +31 10 401 5323
                     Attention: Mr. Tom van Vonderen

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

19     Counterparts

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

20     Severability of provisions

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

21     Law and jurisdiction

21.1   Law

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

21.2   Submission to jurisdiction

       For the benefit of the Mortgagee, the parties hereto irrevocably agree
       that any legal action or proceedings in connection with this Deed may be
       brought in the English courts, or in the courts of any other country
       chosen by the Mortgagee, each of which shall have jurisdiction to settle
       any disputes arising out of or in connection with this Deed. Each of the
       Owner, the Charter Guarantor and the Charterer irrevocably and
       unconditionally submits to the jurisdiction of the English courts, and
       the courts of any country chosen by the Mortgagee and the Owner, the
       Charter Guarantor and the Charterer irrevocably designate, appoint and
       empower Atlas Maritime Services Ltd. at present of Enterprise House,
       113-115 George Lane, London El 8 1AB, England (in the case of the Owner)
       and Top Tankers (UK) Limited at present of 50 Park Street, London, W 1 K
       2JJ, United Kingdom (in the case of the Charterer and the Charter
       Guarantor) to receive, for it and on its behalf, service of process
       issued out of the English courts in any legal action or proceedings
       arising out of or in connection with this Deed. The submission to such
       jurisdiction shall not (and shall not be construed so as to) limit the
       right of the Mortgagee to take proceedings against the Owner and/or the
       Charterer and/or the Charter Guarantor in any other court of competent
       jurisdiction nor shall the taking of proceedings in any one or more
       jurisdictions preclude the taking of proceedings in any other
       jurisdiction, whether concurrently or not. The parties further agree that
       only the courts of England and not those of any other State shall have
       jurisdiction to determine any claim which the Owner or the Charterer
       and/or the Charter Guarantor may have against the Mortgagee arising out
       of or in connection with this Deed.

21.3   Contracts (Rights of Third Parties) Act 1999

       No term of this Deed shall be enforceable pursuant to the Contracts
       (Rights of Third Parties) Act 1999 by a person who is not a party to this
       Deed.

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

<PAGE>

                                   Schedule 1

                         Forms of Loss Payable Clauses

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

       By a General Assignment dated [o] 2006, KEMP MARITIME S.A. of 80 Broad
       Street, Monrovia, Liberia (the "Owner") and by a Quadripartite Deed dated
       [o] 2006, IDI SHIPPING COMPANY LIMITED of 80 Broad Street, Monrovia,
       Liberia (the "Charterer") have each assigned (subject to the prior
       assignment dated [o] to FORTIS BANK (NEDERLAND) N.V. of Coolsingel 93,
       3012 AE Rotterdam, The Netherlands) to MAAS CAPITAL INVESTMENTS B.V. of
       R.01.1601, Coolsingel 93, 3012 AE Rotterdam, The Netherlands (the
       "Mortgagee") all the Owner's and the Charterer's rights, title and
       interest in and to all policies and contracts of insurance from time to
       time taken out or entered into by or for the benefit of the Owner and/or
       the Charterer in respect of m.v. Spotless and accordingly:

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

       (b)    all other claims hereunder shall be paid in full to the Charterer
              or to its order, unless and until the Mortgagee shall have
              notified insurers hereunder to the contrary, whereupon all such
              claims shall be paid to the Mortgagee or to its order.

(2)    Protection and indemnity

       Payment of any recovery which KEMP MARITIME S.A. of 80 Broad Street,
       Monrovia, Liberia (the "Owner") or IDI SHIPPING COMPANY LIMITED uuf 80
       Broad Street, Monrovia, Liberia (the "Charterer") is entitled to make out
       of the funds of the Association in respect of any liability, costs or
       expenses incurred by the Owner or the Charterer, shall be made to the
       Owner or the Charterer or to its order, unless and until the Association
       receives notice to the contrary from MAAS CAPITAL INVESTMENTS B.V. of
       R.01.1601, Coolsingel 93, 3012 AE Rotterdam, The Netherlands (the
       "Mortgagee") in which event all recoveries shall, subject to the prior
       rights of FORTIS BANK (NEDERLAND) N.V. of Coolsingel 93, 3012 AE
       Rotterdam, The Netherlands as first assignee thereafter be paid to the
       Mortgagee or their order; provided that no liability whatsoever shall
       attach to the Association, its Managers or their agents for failure to
       comply with the latter obligation until the expiry of two clear business
       days from the receipt of such notice.

<PAGE>

                                   Schedule 2

                  Forms of Notices of Assignment of insurances


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

KEMP MARITIME S.A. (the "Owner") of 80 Broad Street, Monrovia, Liberia and IDI
SHIPPING COMPANY LIMITED (the "Charterer") of 80 Broad Street, Monrovia, Liberia
the owners and demise charterers respectively of the motor vessel Spotless
HEREBY GIVE NOTICE that by a General Assignment dated [*12006 and entered into
by the Owner (subject to the prior assignment dated [o] to FORTIS BANK
(NEDERLAND) N.V. of Coolsingel 93, 3012 AE Rotterdam, The Netherlands) with MAAS
CAPITAL INVESTMENTS B.V. (the "Mortgagee") and by a Quadripartite Deed dated
[012006 and entered into by, inter alios, the Charterer and the Owner (subject
to the prior assignment dated [o] to FORTIS BANK (NEDERLAND) N.V of Coolsingel
93, 3012 AE Rotterdam, The Netherlands) with the Mortgagee, there has been
assigned by us to the Mortgagee as second mortgagees of the said vessel all
insurances in respect thereof, including the insurances constituted by the
policy whereon this notice is endorsed.



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


Dated [o] 2006



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


Dated [o] 2006

<PAGE>

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


/s/ H.C. Dawson
-------------------------
in the presence of:


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


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


Witness
Name:          Helen Dawson
Address:       Trainee Solicitor
Occupation:    Norton Ross
<PAGE>


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


/s/ H.C. Dawson
-------------------------
in the presence of:


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


EXECUTED as a DEED
by Helen Dawson                         /s/ Helen Dawson
for and on behalf of                    -------------------------
MASS CAPITAL INVESTMENTS B.V.           Attorney-in-fact


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

Witness
Name:          Vikki Madia
Address:       Norton Ross
Occupation:    Piraeus