Exhibit 4.29

1.   Shipbroker



2.   Place and date

     Piraeus/New York, 4 April 2006

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

     Partankers III AS
     Dronning Mauds gate 3

     Norway

4.   Bareboat Charterers/Place of business

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

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

     MV "Stainless", call sign V7HI7, The Marshall Islands flag

6.   Type of Vessel

     Suezmax Tanker

7.   GT/NT

     80,569

8.   When/Where built

     1992, Samsung Heavy Industries, South Korea

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

     149,599

10.  Classification society (C1. 3)

     ABS

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

     1 November 2002

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

     As at the time of delivery

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

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

14.  Time for delivery (Cl. 4)

     Same as MOA date, see also Clause 33

15.  Cancelling date (Cl. 5)

     Same as MOA, see also Clause 34

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

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

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

     6 months

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



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



20.  Trading limits (Cl. 6)

     World wide, always within Institute Warranty Limits

21.  Charter period (Cl. 2)

     See Clause 37

22.  Charter hire (Cl. 11)

     See Clause 38

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

     See Clause 45

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

     See Clause 38.6

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

     See Clause 38

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

     See Clause 38

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

     See Clause 36.7

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

     Clause 12(b) applies.

     USD  196,000,000  first  priority  mortgage to Nordea  Bank Norge ASA,  and
     Second Priority  Mortgage in favour of the  immediately  previous owners of
     the Vessel, see Clause 40

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

     See Clause 45

     MII and MAPI to be taken out by the Mortgagee, and premium to be paid 50/50
     by Owners and Charterers

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


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

     Charterers Interest Insurance and Charterers Loss of Hire

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


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


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

     See Clause 46.1.1

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

     See Clause 30(a)

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


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

     NO

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


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


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


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

     a)

     b)

     c)

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

     NO

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

     NO

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

     NO

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


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

     32 - 52

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


Signature (Owners)                              Signature (Charterers)


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

<PAGE>


                                    PART II
                    "BARECON 2001" Standard Bareboat Charter

1.   Definitions

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

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

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

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

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

2.   Charter Period

     In  consideration  of the hire detailed in Box 22 the Owners have agreed to
     let and the Charterers have agreed to hire the Vessel for the period stated
     in Box 21 ("The Charter Period").

3.   Delivery See Clause 32
     (not applicable when Part III applies, as indicated in Box 37)

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

     (a)  Paragraph deleted.

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

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

4.   Time for Delivery
     (not applicable when Part Ill applies, as indicated in Box 37)

     The  Vessel  shall not be  delivered  before the date  indicated  in Box 14
     without  the  Charterers'  consent.  The Owners  shall keep the  Charterers
     closely advised of possible changes in the Vessel's position.

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

6.   Trading Restrictions

     The Vessel shall be employed in lawful  trades for the carriage of suitable
     lawful  merchandise  within the  trading  limits  indicated  in Box 20. The
     Charterers  undertake  not to employ  the Vessel or suffer the Vessel to be
     employed  otherwise  than in conformity  with the terms of the contracts of
     insurance  (including any warranties  expressed or implied therein) without
     first  obtaining  the  consent  of the  insurers  to  such  employment  and
     complying  with such  requirements  as to extra premium or otherwise as the
     insurers may prescribe.

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

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

7.   Surveys on Delivery and Redelivery
     (not applicable when Part Ill applies, as indicated in Box 37)

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

8.   Inspection

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

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

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

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

     All time used in respect of inspection,  survey or repairs shall be for the
     Charterers'  account and form part of the Charter  Period.  The  Charterers
     shall  also  permit  the Owners  (or their  appointed  representatives)  to
     inspect  the  Vessel's  log books  whenever  requested  and shall  whenever
     required by the Owners  and/or as required  under  Clause 44 & furnish them
     with full information regarding any casualties or other accidents or damage
     to the Vessel.

9.   Inventories, Oil and Stores

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

10.  Maintenance and Operation

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

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

         (iii) Financial  Security - The  Charterers  shall  maintain  financial
               security or  responsibility in respect of third party liabilities
               as  required  by any  government,  including  federal,  state  or
               municipal or other division or authority  thereof,  to enable the
               Vessel, without penalty or charge,  lawfully to enter, remain at,
               or leave any port, place, territorial or contiguous waters of any
               country,  state or  municipality  in  performance of this Charter
               without any delay.  This  obligation  shall apply  whether or not
               such  requirements  have been lawfully imposed by such government
               or division or authority  thereof.

     The  Charterers  shall  make  and  maintain  all  arrangements  by  bond or
     otherwise  as  may  be  necessary  to  satisfy  such  requirements  at  the
     Charterers'  sole expense and the  Charterers  shall  indemnify  the Owners
     against  all  consequences  whatsoever  (including  loss of  time)  for any
     failure or inability to do so.

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

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

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

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

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

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

11.  Hire See Clause 38

     (a) - (g) Paragraphs deleted

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

     (a)* paragraph deleted

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

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

13.  Insurance and Repairs See Clause 45

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

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

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

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

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

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

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

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

14.  Insurance, Repairs and Classification

     Paragraphs deleted

15.  Redelivery See also Clause 50

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

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

     Subject to the  provisions of Clause 10 the Vessel shall be  redelivered to
     the Owners in the same or as good structure,  state, condition and class as
     that in which she was  delivered,  fair wear and tear not  affecting  class
     excepted.  The Vessel upon  redelivery  shall have her survey  cycles up to
     date and  trading and class  certificates  valid for at least the number of
     months agreed in Box 17.

16.  Non-Lien

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

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

17.  Indemnity See Clause 39

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

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

     (b)  If the Vessel be arrested or  otherwise  detained by reason of a claim
          or claims  against the Owners,  the Owners  shall at their own expense
          take all reasonable  steps to secure that within a reasonable time the
          Vessel  is  released,   including  the  provision  of  bail.  In  such
          circumstances  the Owners shall  indemnify the Charterers  against any
          loss,  damage or expense  incurred by the Charterers  (including  hire
          paid under this  Charter)  as a direct  consequence  of such arrest or
          detention.

18.  Lien

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

19.  Salvage

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

20.  Wreck Removal

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

21.  General Average

     The Owners shall not contribute to General Average.

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

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

     (b)  paragraph deleted

23.  Contracts of Carriage

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

*)   (b)  paragraph deleted

*)   paragraph deleted

24.  Bank Guarantee
     (Optional, only to apply if Box 27 filled in)

     Paragraph deleted

25.  Requisition/Acquisition

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

     (b)  In the event of the Owners  being  deprived of their  ownership in the
          Vessel by any Compulsory  Acquisition of the Vessel or requisition for
          title by any  governmental or other competent  authority  (hereinafter
          referred to as "Compulsory  Acquisition"),  then,  irrespective of the
          date  during the  Charter  Period when  "Compulsory  Acquisition"  may
          occur,  this Charter shall be deemed terminated as of the date of such
          "Compulsory Acquisition".  In such event Charter Hire to be considered
          as earned  and to be paid up to the date and time of such  "Compulsory
          Acquisition".

26.  War

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

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

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

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

     (e)  The Charterers shall have the liberty:

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

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

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

     (f)  paragraph deleted

27.  Commission

     Paragraph deleted

28.  Termination See also Clauses 46 and 47

     (a)  Charterers' Default

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

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

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

               (1) Clause 6 (Trading Restrictions)

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

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

     (b)  Owners' Default

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

     (c)  Loss of Vessel

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

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

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

29.  Repossession

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

30. Dispute Resolution

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

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

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

     Nothing herein shall prevent the parties  agreeing in writing to vary these
     provisions to provide for the  appointment of a sole  arbitrator.  In cases
     where neither the claim nor any  counterclaim  exceeds the sum of US$50,000
     (or such  other sum as the  parties  may agree)  the  arbitration  shall be
     conducted in accordance with the LMAA Small Claims Procedure current at the
     time when the arbitration proceedings are commenced.

*)   (b)  paragraph omitted

*)   (c)  paragraph omitted

     (d)  Notwithstanding  (a),  (b) or (c) above,  the parties may agree at any
          time to refer to mediation any difference  and/or dispute  arising out
          of or in connection  with this  Contract.  In the case of a dispute in
          respect of which  arbitration has been commenced under (a), (b) or (c)
          above, the following shall apply:-

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

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

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

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

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

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

         (vii) The   mediation   process   shall  be   without   prejudice   and
               confidential and no information or documents  disclosed during it
               shall be revealed to the Tribunal  except to the extent that they
               are  disclosable  under  the  law  and  procedure  governing  the
               arbitration.

     (Note:  The  parties  should be aware that the  mediation  process  may not
     necessarily interrupt time limits.)

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

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

31.  Notices See Clause 51

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

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


<PAGE>


                                                                  EXECUTION COPY


                               ADDITIONAL CLAUSES
               to the Bareboat Charter dated 4 April 2006 between
                 Parnis Shipping Company Limited (as Charterers)
                        and PARTANKERS HI AS (as Owners)
                                  in respect of
                                 M/V "Stainless"

32.  DEFINITIONS

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

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

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

        32.1.3  "Charter  Period" has the meaning  given to it in Clause 37.1 of
                this  Charter;   32.1.4  "Co-Ordination   Agreement"  means  the
                agreement  of even date  herewith  between  the  Mortgagee,  the
                Charterers and the other Collateral  Charterers  acknowledged by
                the Owners whereby e.g. the Sellers rights and obligations under
                the Sellers' Credit  Agreement will be subordinated  and subject
                to the rights of the Mortgagee under the Loan Agreement;

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

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

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

                1.   MN "Faultless" - Parnasos Shipping Company Limited

                2.   MN "Stainless" - Parnis Shipping Company Limited

                3.   MN "Noiseless" - Imitos Shipping Company Limited

                4.   MN "Limitless" - Mytikas Shipping Company Limited

                5.   M/V "Endless"  - Litochoro Shipping Company Limited

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

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

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

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

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

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

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

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

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

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

        32.1.18 "Multipartite Agreement" means the agreement between the Owners,
                the   Sellers   and  other   Collateral   Charterers,   and  the
                Sub-Charterer  providing  for, inter alia,  confirmation  by the
                Sub-Charterer  that it  accepts  (1) the Owners as new owners of
                the Vessel,  (2) the Mortgagee and its security  interest in the
                Vessel and (3) the step-in rights and other arrangements set out
                therein;

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

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

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

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

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

        32.1.24 "Sub-Charterer" means none;

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

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

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

33.  MOA AND DELIVERY

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

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

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

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

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

34.  CANCELLING

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

35.  TERMS OF DELIVERY

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

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

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

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

36.  CONDITIONS PRECEDENT

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

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

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

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

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

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

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

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

        36.7.1  the Multipartite Agreement duly signed by the parties thereto;

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

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

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

        36.7.5  the Guarantee, duly executed by the Guarantor,

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

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

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

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

37.  CHARTER PERIOD

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

38.  CHARTER HIRE AND SECURITY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

39.  INDEMNITY

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

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

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

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

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

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

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

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

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

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

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

40.  MORTGAGES

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

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

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

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

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

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

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

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

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

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

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

42.  FLAG

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

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

43.  REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

44.  UNDERTAKINGS

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

44.1 Provide to the Owners;

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

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

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

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

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

44.4 At all times ensure compliance in all material respects with all applicable
     environmental  laws and all  other  laws and  regulations,  in each case as
     relating  to the  Vessel  wherever  the  Vessel  might be  trading  and the
     operation and management  thereof,  and take all reasonable  precautions to
     ensure  that  the  crews,  employees,  agents  or  representatives  of  the
     Charterers  at all  times  comply  with such  environmental  laws and other
     applicable   laws.   Also,  the  Charterers  will  ensure  that  US  Voyage
     Declarations,  where  applicable,  are  submitted  in a timely  fashion  in
     accordance  with the P&1 terms of cover and that a Certificate of Financial
     Responsibility (COFR) is obtained before trading in the United States.

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

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

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

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

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

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

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

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

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

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

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

45.  INSURANCES, TOTAL LOSS AND COMPULSORY ACQUISITION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (ii) to the Charterers in reimbursement  for any payment properly
                    made by the Charterers to a third party;

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

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

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

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

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

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

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

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

          0-12                                51,600,000
         12-24                                48,051,500
         24-36                                41,923,000
         36-48                                35,794,500
         48-60                                29,666,000
         60-72                                23,537,500
         72-84                                17,409,000

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

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

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

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

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

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

45.4 For the purposes of this Charter:

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

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

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

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

46   EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

47   OWNERS' RIGHTS ON TERMINATION

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

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

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

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

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

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

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

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

48   REFERENCE TO EXPERT

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

49   OWNERS' COVENANT

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

50   REDELIVERY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

51   COMMUNICATIONS

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

        51.1.1  In the case of the Owners:

        Partankers III AS
        c/o Pareto Management AS Dronning Maudsgate 3 P.O.
        Box 1396 Vika
        N-0114 Oslo, Norway
        Att: Mr. Peter Wallace
        Telephone No.: +47 22 87 87 00
        Telefax No.:  .: +47 22 87 87 00

        51.1.2  In the case of the Charterers

        Parnis Shipping Company Limited
        c/o Top Tanker Management Inc.
        109-111 Messogion Ave.
        Athens, 115 26 Greece
        Att: Mr Andreas Louka
        Telephone No.: +30 210 69 78000
        Telefax No.:   +30 210 69 15668

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

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

52   MISCELLEANOUS

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


For and on behalf of the Owners              For and on behalf of the Charterers


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