Exhibit 4.53

Private & Confidential

                              Dated 15 March 2006

                            STARCRAFT MARINE CO.            (1)
                                    as Owner

                        GRAMOS SHIPPING COMPANY INC.        (2)
                                  as Charterer

                                TOP TANKERS INC.

                            as Charter Guarantor            (3)

                                       and

                        MAAS CAPITAL INVESTMENTS B.V.       (4)

                       SECOND PRIORITY QUADRIPARTITE DEED
                            relating to m.v. Faithful

                                                                     NORTON ROSE
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                                    Contents

Clause                                                                      Page

1    Definitions............................................................2

2    Representations and warranties.........................................8

3    Assignment............................................................12

4    Owner's Assignment....................................................12

5    Continuing security and other matters................................ 13

6    Charterer's undertakings..............................................16

7    Charter Guarantor's undertakings......................................17

8    Covenants concerning insurance and operational matters................22

9    Powers of Mortgagee to protect security and remedy defaults...........29

10   Powers of Mortgagee on Event of Default...............................29

11   Application of moneys.................................................30

12   Remedies cumulative and other provisions..............................31

13   Costs and indemnity...................................................32

14   Attorney..............................................................32

15   Further assurance.....................................................33

16   Consent, Termination of Charter and Quiet Enjoyment...................33

17   Continuation of Charter Period........................................35

18   Notices...............................................................35

19   Counterparts..........................................................36

20   Severability of provisions............................................36

21   Law and jurisdiction..................................................37

Schedule 1 Forms of Loss Payable Clauses...................................38

Schedule 2 Forms of Notices of Assignment of Insurances....................39
<PAGE>

THIS SECOND PRIORITY QUADRIPARTITE DEED is dated 14 March 2006 BETWEEN:

(1)     STARCRAFT MARINE CO. a company incorporated in the Marshall Islands
        whose registered office is at Trust Company Complex, Ajeltake Road,
        Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Owner");

(2)     GRAMOS SHIPPING COMPANY INC., a company incorporated in the Marshall
        Islands whose registered office is at Trust Company Complex, Ajeltake
        Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the
        "Charterer");

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

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

WHEREAS:

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

(B)     by a loan agreement (the "Loan Agreement") dated 14 March 2006 and made
        between (1) the Owner, Tucker Navigation Co., Kemp Maritime S.A. and
        Comoros Shipping Limited (therein and herein together referred to as the
        "Borrowers") and (2) the Mortgagee as lender, the Mortgagee agreed
        (inter alia) to advance by way of loan to the Borrowers, upon the terms
        and conditions therein, a maximum aggregate amount of up to $10,000,000;

(C)     pursuant to the Loan Agreement there has been or will be executed by the
        Owner in favour of the Mortgagee a second preferred ship mortgage (the
        "Mortgage") on the Ship and the Mortgage of even date herewith has been
        or will be registered under the provisions of Chapter 3 of the Maritime
        Act of 1990 as amended of the Republic of the Marshall Islands as
        security for the payment by the Borrowers of the Outstanding
        Indebtedness (as such expression is defined in the Mortgage);

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

(E)     by a "Barecon 2001" bareboat charter (the "Charter") dated 14 March
        2006 made between the Owner and the Charterer, the Owner has agreed to
        let, and the Charterer has agreed to take, the Ship on demise charter
        for a period of sixty (60) months from the date of delivery of the Ship
        to the Charterer thereunder upon the terms and conditions therein
        mentioned;

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

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

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

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

1       Definitions

1.1     Definitions

        In this Deed, unless the context otherwise requires:

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

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

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

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

        "Charterer" includes the successors in title and permitted assignees of
        the Charterer; "Charterer's Assigned Property" means all of the
        Charterer's rights, title and interest in and to:

        (a)     the Insurances; and

        (b)     any Requisition Compensation;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        "First General Assignment" means a first general assignment dated 15
        March 2006 made between the Owner and the First Mortgagee whereby the
        Owner has assigned to the First Mortgagee the Earnings, the Insurances
        and any Requisition Compensation (each such term as defined therein) of
        the Ship;

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

        "First Loan Agreement" means the loan agreement dated 14 March 2006
        made between (1) the Borrowers, (2) Fortis Bank (Nederland) N.V. in its
        capacities as arranger, agent, swap provider and account bank, (3) the
        First Mortgagee and (4) the First Banks as lenders;

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

        "First Mortgage" means the first preferred ship mortgage on the Ship
        dated 14 March 2006 executed by the Owner in favour of the First
        Mortgagee;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (a)     the Charter;

        (b)     the Charter Guarantee;

        (c)     the Charter Earnings; and

        (d)     all other Charter Rights;

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

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

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

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

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

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

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

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

        "Ship" means the vessel m.v. Faithful registered as a Marshall Islands
        ship under Official Number 1689 and includes any share or interest
        therein and her engines, machinery, boats, tackle, outfit, equipment,
        spare gear, fuel, consumable or other stores, belongings and
        appurtenances whether on board or ashore and whether now owned or
        hereafter acquired and also any and all additions, improvements and
        replacements hereafter made in or to such vessel or any part thereof or
        in or to her equipment and appurtenances aforesaid;

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

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

        "Total Loss" means:

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

        (b)     the Compulsory Acquisition of the Ship; or

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

1.2     Insurance terms In clause 8.1.1:

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

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

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

1.3     Headings

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

1.4     Construction of certain terms

        In this Deed, unless the context otherwise requires:

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

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

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

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

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

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

1.5     Conflict with Loan Agreement

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

1.6     Conflict with Charter

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

2       Representations and warranties

2.1     Charterer's continuing representations and warranties

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

2.1.1   Due incorporation

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

2.1.2   Corporate power

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

2.1.3   Binding obligations

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

2.1.4   No conflict with other obligations

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

2.1.5   No filings required

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

2.1.6   Choice of law

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

2.1.7   No immunity

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

2.1.8   Consents obtained

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

2.2     Charter Guarantor's continuing representations and warranties

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

2.2.1   Due incorporation

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

2.2.2   Corporate power

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

2.2.3   Binding obligations

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

2.2.4   No conflict with other obligations

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

2.2.5   No filings required

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

2.2.6   Choice of law

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

2.2.7   No immunity

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

2.2.8   Consents obtained

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

2.3     Charterer's initial representations and warranties

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

2.3.1   No withholding Taxes

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

2.3.2   Ship's employment

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

2.3.3   Freedom from Encumbrances

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

2.3.4   Commissions etc.

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

2.3.5   Compliance with Environmental Laws and Approvals

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

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

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

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

2.3.6   No Environmental Claims

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

2.3.7   No potential Environmental Claims

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

2.4     Charter Guarantor's initial representations and warranties

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

2.5     Repetition of representations and warranties

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

3       Assignment

3.1     Charterer's Assignment

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

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

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

3.2     Use of Charterer's name

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

3.3     Reassignment

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

3.4     Liability of Charterer

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

4       Owner's Assignment

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

4.2     Use of Owner's name

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

4.3     Reassignment

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

4.4     Liability of Owner

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

4.5     Acknowledgement by Charterer

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

5       Continuing security and other matters

5.1     Continuing security

        The security created by this Deed shall:

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

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

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

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

5.2     Rights additional

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

5.2.1   No enquiry

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

5.3     Obligations of Owner, Charterer and Mortgagee

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

5.4     Discharge of Mortgage

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

5.5     Liability unconditional

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

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

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

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

5.6     Waiver of Charterer's rights

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

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

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

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

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

5.7     Suspense account

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

5.8     Settlements conditional

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

5.9     Delivery of certain property

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

5.10    Certificates conclusive

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

5.11    Collateral Instruments

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

6       Charterer's undertakings

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

6.1.1   Notice

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

6.1.2   Negative undertakings relating to Charter

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

        (a)     Assignments

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

        (b)     Variations

                agree to any variation of the Charter;

6.1.3   Performance of Charter obligations

        it will perform its obligations under the Charter;

6.1.4   Total Loss recovery

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

6.1.5   Compliance with Environmental Laws

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

6.1.6   Abandonment

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

6.1.7   Charterer's Manager

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

6.1.8   Encumbrances

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

6.1.9   Notification of certain events

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

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

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

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

7       Charter Guarantor's undertakings

7.1     General Undertakings

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

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

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

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

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

7.1.2   comply with its obligations under the Charter Guarantee.

7.2     Financial Undertakings

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

7.2.1   ensure that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (e)  rental payments under Finance Leases;

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

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

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

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

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

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

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

PROVIDED THAT

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

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

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

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

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

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

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

7.2.9   For the purposes of this clause 7.2:

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

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

7.3     Valuation of Relevant Ships

7.3.1   Valuations

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

7.3.2   Information

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

7.3.3   Costs

        All costs in connection with the Mortgagee obtaining any valuation of
        each of the Relevant Ships referred to in clause 7.3.1 shall be borne by
        the Owner.

8       Covenants concerning insurance and operational matters

8.1     Covenants

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

8.1.1   Insurance

        (a)  Insured risks, amounts and terms

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

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

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

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

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

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

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

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

        (b)  Approved brokers, insurers and associations

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

        (c)  Fleet liens, set-off and cancellation

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

        (d)  Payment of premiums and calls

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

        (e)  Renewal

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

        (f)  Guarantees

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

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

             to deposit with the Approved Brokers (or procure the deposit of)
             all slips, cover notes, policies, certificates of entry or other
             instruments of insurance from time to time issued in connection
             with such of the insurances referred to in clause 8.1.1(a) as are
             effected through the Approved Brokers and procure that the interest
             of the Mortgagee shall be endorsed thereon by incorporation of the
             relevant Loss Payable Clause and, where the Insurances have been
             assigned to the Mortgagee, by means of a Notice of Assignment of
             Insurances (signed by the Owner and the Charterer and by any other
             assured who shall have assigned its interest in the Insurances to
             the Mortgagee) and that the Mortgagee shall be furnished with pro
             forma copies thereof and a letter or letters of undertaking from
             the Approved Brokers in such form as shall from time to time be
             required by the Mortgagee;

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

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

        (i)  Extent of cover and exclusions

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

        (j)  Correspondence with brokers and associations

             to provide to the Mortgagee, at the time of each such
             communication, copies of all written communications between the
             Charterer and the Approved Brokers and approved war risks and
             protection and indemnity associations which relate to compliance
             with requirements from time to time applicable to the Insurances
             including, without limitation, all requisite declarations and
             payments of additional premiums or calls referred to in clause
             8.1.10);

        (k)  Collection of claims

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

        (l)  Employment of Ship

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

        (m)  Application of recoveries

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

8.1.2   Ship's registration

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

8.1.3   Repair

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

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

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

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

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

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

8.1.5   Maintenance of class; compliance with regulations

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

8.1.6   Surveys

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

8.1.7   Inspection

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

8.1.8   Prevention of and release from arrest

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

8.1.9   Employment

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

8.1.10  Information

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

8.1.11  Notification of certain events

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

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

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

        (c)  any requisition of the Ship for hire;

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

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

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

        (g)  the occurrence of any Default;

8.1.12  Payment of outgoings and evidence of payments

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

8.1.13  Repairers' liens

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

8.1.14  Chartering

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

        (a)  on demise charter for any period;

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

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

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

8.1.15  Sharing of Earnings

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

8.1.16  Manager

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

8.1.17  Notice of Mortgage

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

                              "NOTICE OF MORTGAGE"

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

8.1.18  Anti-drug abuse

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

8.1.19  Compliance with environmental laws

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

8.1.20  Compliance with Code

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

8.1.21  Withdrawal of DOC and SMC

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

8.1.22  Issuance of DOC and SMC

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

8.1.23  ISPS Code compliance

        and will procure that any Operator of the Ship will:

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

        (b)   in respect of such Ship;

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

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

8.2     Substitute performance of Mortgage

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

9       Powers of Mortgagee to protect security and remedy defaults

9.1     Protective action

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

9.2     Remedy of defaults

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

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

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

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

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

10      Powers of Mortgagee on Event of Default

10.1    Powers

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

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

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

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

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

10.2    Liability of Mortgagee

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

11      Application of moneys

11.1    Application

        All moneys received by the Mortgagee in respect of:

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

11.1.2  Requisition Compensation; and

11.1.3  the Owner's Assigned Property,

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

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

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

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

        (b)  in any case, if an Event of Default has occurred, be applied by the
             Mortgagee in the manner specified in clause 13.1 of the Loan
             Agreement and/or (at the absolute discretion of the Mortgagee) in
             accordance with sub-clause (a)00 above,

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

11.2    Shortfalls

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

11.3    Application of Insurances received by Mortgagee

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

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

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

12      Remedies cumulative and other provisions

12.1    No implied waivers; remedies cumulative

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

12.2    Delegation

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

13      Costs and indemnity

13.1    Costs

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

13.2    Mortgagee's indemnity

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

14      Attorney

14.1    Power

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

14.2    Exercise of power

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

14.3    Filings

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

15      Further assurance

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

16      Consent, Termination of Charter and Quiet Enjoyment

16.1    Consent

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

16.2    Quiet Enjoyment and termination

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

PROVIDED ALWAYS THAT:

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

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

16.3    Termination by Mortgagee On the occurrence of:

16.3.1  an Event of Default; and

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

16.3.3  if the Charterer shall be in default of any of its obligations under
        this Deed;

16.3.4  if the Charterer is in breach of any of the terms of the Co-ordination
        Deed;

16.3.5  if the Charterer shall be in breach of the terms of the Notice; or

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

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

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

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

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

16.4    Preservation of Owner's rights

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

16.5    Remedy of Owner's breach

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

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

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

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

16.6    Sale free of or subject to Charter

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

16.7    Sale subject to Charter

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

16.8    Sale free of Charter

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

17      Continuation of Charter Period

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

18      Notices

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

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

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

18.1.3  be sent:

        (a)  to the Owner at:

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

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

        (b)  to the Charterer at:

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

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

        (c)  to the Mortgagee at:

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

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

19      Counterparts

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

20      Severability of provisions

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

21      Law and jurisdiction

21.1    Law

        This Deed is governed by, and shall be construed in accordance with,
        English law. 21.2 Submission to jurisdiction

        For the benefit of the Mortgagee, the parties hereto irrevocably agree
        that any legal action or proceedings in connection with this Deed may be
        brought in the English courts, or in the courts of any other country
        chosen by the Mortgagee, each of which shall have jurisdiction to settle
        any disputes arising out of or in connection with this Deed. Each of the
        Owner, the Charter Guarantor and the Charterer irrevocably and
        unconditionally submits to the jurisdiction of the English courts, and
        the courts of any country chosen by the Mortgagee and the Owner, the
        Charter Guarantor and the Charterer irrevocably designate, appoint and
        empower Atlas Maritime Services Ltd. at present of Enterprise House,
        113-115 George Lane, London E18 1AB, England (in the case of the Owner)
        and Top Tankers (UK) Limited at present of 50 Park Street, London, W1K
        2JJ, United Kingdom (in the case of the Charterer and the Charter
        Guarantor) to receive, for it and on its behalf, service of process
        issued out of the English courts in any legal action or proceedings
        arising out of or in connection with this Deed. The submission to such
        jurisdiction shall not (and shall not be construed so as to) limit the
        right of the Mortgagee to take proceedings against the Owner and/or the
        Charterer and/or the Charter Guarantor in any other court of competent
        jurisdiction nor shall the taking of proceedings in any one or more
        jurisdictions preclude the taking of proceedings in any other
        jurisdiction, whether concurrently or not. The parties further agree
        that only the courts of England and not those of any other State shall
        have jurisdiction to determine any claim which the Owner or the
        Charterer and/or the Charter Guarantor may have against the Mortgagee
        arising out of or in connection with this Deed.

21.3    Contracts (Rights of Third Parties) Act 1999

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

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

                                   Schedule 1
                          Forms of Loss Payable Clauses

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

      By a General Assignment dated [o] 2006, STARCRAFT MARINE CO. of Trust
      Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
      MH96960 (the "Owner") and by a Quadripartite Deed dated [o] 2006, GRAMOS
      SHIPPING COMPANY INC. of Trust Company Complex, Ajeltake Road, Ajeltake
      Island, Majuro, Marshall Islands MI-196960 (the "Charterer") have each
      assigned (subject to the prior assignment dated [o] to FORTIS BANK
      (NEDERLAND) N.V. of Coolsingel 93, 3012 AE Rotterdam, The Netherlands) to
      MAAS CAPITAL INVESTMENTS B.V. of R.01.1601, Cooreingel 93, 3012 AE
      Rotterdam, The Netherlands (the "Mortgagee") all the Owner's and the
      Charterer's rights, title and interest in and to all policies and
      contracts of insurance from time to time taken out or entered into by or
      for the benefit of the Owner and/or the Charterer in respect of m.v.
      Faithful and accordingly:

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

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

(2)   Protection and indemnity

      Payment of any recovery which STARCRAFT MARINE CO., of Trust Company
      Complex, Ajeltake Road, Ajeltake Majuro, Marshall Islands MH96960 (the
      "Owner") or GRAMOS SHIPPING COMPANY INC. of Trust Company Complex,
      Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the
      "Charterer") is entitled to make out of the funds of the Association in
      respect of any liability, costs or expenses incurred by the Owner or the
      Charterer, shall be made to the Owner or the Charterer or to its order,
      unless and until the Association receives notice to the contrary from MAAS
      CAPITAL INVESTMENTS B.V. of R.01.1601, Coolsingel 93, 3012 AE Rotterdam,
      The Netherlands (the "Mortgagee") in which event all recoveries shall,
      subject to the prior rights of FORTIS BANK (NEDERLAND) N.V. of Coolsingel
      93, 3012 AE Rotterdam, The Netherlands as first assignee thereafter be
      paid to the Mortgagee or their order; provided that no liability
      whatsoever shall attach to the Association, its Managers or their agents
      for failure to comply with the latter obligation until the expiry of two
      clear business days from the receipt of such notice.

<PAGE>

                                   Schedule 2
                  Forms of Notices of Assignment of Insurances

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

STARCRAFT MARINE CO. (the "Owner") of Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960 and GRAMOS SHIPPING COMPANY
INC. (the "Charterer") of Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands MH96960 the owners and demise charterers respectively
of the motor vessel Faithful HEREBY GIVE NOTICE that by a General Assignment
dated [o] 2006 and entered into by the Owner (subject to the prior assignment
dated Ajeltake to FORTIS BANK (NEDERLAND) N.V. of Coolsingel 93, 3012 AC
Rotterdam, The Netherlands) with MAAS CAPITAL INVESTMENTS B.V. (the "Mortgagee")
and by a Quadripartite Deed dated [o] 2006 and entered into by, inter alia, the
Charterer and the Owner (subject to the prior assignment dated [o] to FORTIS
BANK (NEDERLAND) N.V of Coolsingel 93, 3012 AE Rotterdam, The Netherlands) with
the Mortgagee, there has been assigned by us to the Mortgagee as second
mortgagees of the said vessel all insurances in respect thereof, including the
insurances constituted by the policy whereon this notice is endorsed.




-------------------------------
Signed
For and on behalf of
STARCRAFT MARINE CO.

Dated [_] 2006




-------------------------------
Signed
For and on behalf of
GRAMOS SHIPPING COMPANY INC.

Dated [_] 2006

<PAGE>

EXECUTED as a DEED
by  DIMITRI GLOMELAKIS                   /s/ DIMITRI GLOMELAKIS
for and on behalf of                    -------------------------
STARCRAFT MARINE CO.                    Attorney-in-fact

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

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




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

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

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


<PAGE>


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

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

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




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

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

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