Exhibit 4.48

Private & Confidential





                               Dated 15 March 2006





                            COMOROS SHIPPING LIMITED             (1)
                                    as Owner

                         PAGEON SHIPPING COMPANY LIMITED         (2)
                                  as Charterer



                                TOP TANKERS INC.                 (3)
                              as Charter Guarantor

                                       and

                          MAAS CAPITAL INVESTMENTS B.V.          (4)













                -----------------------------------------------
                       SECOND PRIORITY QUADRIPARTITE DEED
                            relating to m.v. Vanguard
                -----------------------------------------------





                                                                     Norton Rose




<PAGE>


                                    CONTENTS

Clause                                                                      Page

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

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

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

4.  Owner's Assignment........................................................13

5.  Continuing security and other matters.....................................14

6.  Charterer's undertakings..................................................17

7.  Charter Guarantor's undertakings..........................................19

8.  Covenants concerning insurance and operational matters....................24

9.  Powers of Mortgagee to protect security and remedy defaults...............32

10. Powers of Mortgagee on Event of Default...................................32

11. Application of moneys.....................................................33

12. Remedies cumulative and other provisions..................................35

13. Costs and indemnity.......................................................35

14. Attorney..................................................................35

15. Further assurance.........................................................36

16. Consent, Termination of Charter and Quiet Enjoyment.......................36

17. Continuation of Charter Period............................................39

18. Notices...................................................................39

19. Counterparts..............................................................40

20. Severability of provisions................................................40

21. Law and jurisdiction......................................................40

Schedule 1 Forms of Loss Payable Clauses......................................41

Schedule 2 Forms of Notices of Assignment of Insurances.......................42



<PAGE>



THIS SECOND PRIORITY QUADRIPARTITE DEED is dated 15 March 2006

BETWEEN:

(1)    COMOROS SHIPPING LIMITED a company incorporated in the Republic of Cyprus
       whose registered  office is at Themistokli Dervi 41, Hawai Nicosia Tower,
       8th  Floor,  Flat/office  806-807,  P.C.  1066,  Lefkosia,   Cyprus  (the
       "Owner");

(2)    PAGEON SHIPPING COMPANY LIMITED,  a company  incorporated the Republic of
       Cyprus  whose  registered  office  is at 284 Arch  Makarios  III  Avenue,
       Limassol, Cyprus (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.,  Starcraft Marine Co. and
       Kemp  Maritime  S.A.  (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  priority  statutory  ship
       mortgage  and  a  deed  of  covenant  collateral  thereto  (together  the
       "Mortgage")  on the Ship and the Mortgage of even date  herewith has been
       or will be  registered  under  the  provisions  of the laws of  Cyprus 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  Vanguard  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:

       the Insurances; and

       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 alios, the Owner
       in favour of the  Mortgagee  in respect  of,  inter  alia,  the  Vanguard
       Operating Account;

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

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

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

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

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

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

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

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

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

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

       "Loss Payable  Clauses"  means the  provisions  regulating  the manner of
       payment  of  sums  receivable  under  the  Insurances  which  are  to  be
       incorporated  in the  relevant  insurance  documents,  such Loss  Payable
       Clauses  to be in the  forms set out in  Schedule  1 during  the  Charter
       Period (which shall, during the Charter Period, replace the forms of Loss
       Payable  Clauses  specified in the Vanguard  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  priority  statutory  mortgage  and deed of
       covenant collateral thereto 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  Vanguard  General  Assignment),  or in such
       other form as may from time to time be  required  or agreed in writing by
       the Mortgagee;

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

       "Other Ships" means together, Doubtless, Faithful and Spotless 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.  Vanguard  registered as a Cyprus ship under
       IMO Number  8913605 and  includes  any share or interest  therein and her
       engines,  machinery,  boats, tackle, outfit, equipment, spare gear, fuel,
       consumable or other stores, belongings and appurtenances whether on board
       or ashore and whether now owned or  hereafter  acquired  and also any and
       all additions, improvements and replacements hereafter made in or to such
       vessel or any part thereof or in or to her  equipment  and  appurtenances
       aforesaid;

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

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

       "Total Loss" means:

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

       (b)    the Compulsory Acquisition of the Ship; or

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

1.2    Insurance terms In clause 8.1.1:

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

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

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

1.3    Headings

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

1.4    Construction of certain terms

       In this Deed, unless the context otherwise requires:

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

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

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

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

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

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

1.5    Conflict with Loan Agreement

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

1.6    Conflict with Charter

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

2.     REPRESENTATIONS AND WARRANTIES

2.1    Charterer's continuing representations and warranties

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

2.1.1  Due incorporation

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

2.1.2  Corporate power

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

2.1.3  Binding obligations

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

2.1.4  No conflict with other obligations

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

2.1.5  No filings required

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

2.1.6  Choice of law

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

2.1.7  No immunity

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

2.1.8  Consents obtained

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

2.2    Charter Guarantor's continuing representations and warranties

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

2.2.1  Due incorporation

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

2.2.2  Corporate power

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

2.2.3  Binding obligations

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

2.2.4  No conflict with other obligations

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

2.2.5  No filings required

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

2.2.6  Choice of law

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

2.2.7  No immunity

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

2.2.8  Consents obtained

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

2.3    Charterer's initial representations and warranties

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

2.3.1  No withholding Taxes

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

2.3.2  Ship's employment

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

2.3.3  Freedom from Encumbrances

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

2.3.4  Commissions etc.

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

2.3.5  Compliance with Environmental Laws and Approvals

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

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

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

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

2.3.6  No Environmental Claims

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

2.3.7  No potential Environmental Claims

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

2.4    Charter Guarantor's initial representations and warranties

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

2.5    Repetition of representations and warranties

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

3.     ASSIGNMENT

3.1    Charterer's Assignment

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

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

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

3.2    Use of Charterer's name

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

3.3    Reassignment

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

3.4    Liability of Charterer

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

4.     OWNER'S ASSIGNMENT

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

4.2    Use of Owner's name

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

4.3    Reassignment

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

4.4    Liability of Owner

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

4.5    Acknowledgement by Charterer

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

5.     CONTINUING SECURITY AND OTHER MATTERS

5.1    Continuing security

       The security created by this Deed shall:

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

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

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

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

5.2    Rights additional

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

5.2.1  No enquiry

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

5.3    Obligations of Owner, Charterer and Mortgagee

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

5.4    Discharge of Mortgage

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

5.5    Liability unconditional

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

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

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

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

5.6    Waiver of Charterer's rights

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

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

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

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

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

5.7    Suspense account

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

5.8    Settlements conditional

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

5.9    Delivery of certain property

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

5.10   Certificates conclusive

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

5.11   Collateral Instruments

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

6.     CHARTERER'S UNDERTAKINGS

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

6.1.1  Notice

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

6.1.2  Negative undertakings relating to Charter

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

       (a)    Assignments

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

       (b)    Variations

              agree to any variation of the Charter;

6.1.3  Performance of Charter obligations

       it will perform its obligations under the Charter;

6.1.4  Total Loss recovery

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

6.1.5  Compliance with Environmental Laws

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

6.1.6  Abandonment

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

6.1.7  Charterer's Manager

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

6.1.8  Encumbrances

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

6.1.9  Notification of certain events

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

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

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

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

7.     CHARTER GUARANTOR'S UNDERTAKINGS

7.1    General Undertakings

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

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

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

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

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

7.1.2  comply with its obligations under the Charter Guarantee.

7.2    Financial Undertakings

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

7.2.1  ensure that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

       (e)    rental payments under Finance Leases;

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

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

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

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

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

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

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

       PROVIDED THAT

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

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

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

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

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

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

7.2.8  The  compliance  of the Charter  Guarantor  with the covenants set out in
       clauses  7.2.1,  7.2.4 arid  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 lot: 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 Cyprus  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  Cyprus  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 Cyprus  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
       Vanguard 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:

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

11.1.2 Requisition Compensation; and

11.1.3 the Owner's Assigned Property,

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

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

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

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

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

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

11.2   Shortfalls

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

11.3   Application of Insurances received by Mortgagee

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

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

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

12.    REMEDIES CUMULATIVE AND OTHER PROVISIONS

12.1   No implied waivers; remedies cumulative

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

12.2   Delegation

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

13.    COSTS AND INDEMNITY

13.1   Costs

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

13.2   Mortgagee's indemnity

       The Owner hereby agrees and undertakes to indemnify the Mortgagee against
       all  losses,  actions,   claims,  expenses,   demands,   obligations  and
       liabilities  whatever and whenever  arising which may now or hereafter be
       incurred by the Mortgagee,  or by any manager, agent, officer or employee
       for whose  liability,  act or  omission  it or he may be  answerable,  in
       respect  of, in  relation  to, or in  connection  with  anything  done or
       omitted in the  exercise or  purported  exercise of the powers  contained
       this Deed or otherwise in  connection  therewith and herewith or with any
       part of the Owner and the Owner's  Assigned  Property or the  Charterer's
       Assigned Property or otherwise howsoever in relation to, or in connection
       with, any of the 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  alios,  the
       Charterer  and  the  Mortgagee  (the  "Co-ordination  Deed")  or (d)  the
       Charterer has not failed to pay any  charterhire  in accordance  with the
       terms of a notice (the "Notice")  received by the Owner under the Charter
       Assignment  or (e) the Charter  Guarantor  has not  committed a breach of
       this  Deed,  the  Mortgagee  agrees  that it will not take any  action as
       mortgagee  against the Ship under (i) the Loan  Agreement and (ii) any of
       the other  Security  Documents,  which  action  would  have the effect of
       interfering  with the  Charterer's  quiet  enjoyment of the Ship PROVIDED
       ALWAYS THAT:

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

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

16.3   Termination by Mortgagee On the occurrence of:

16.3.1 an Event of Default; and

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

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

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

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

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

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

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

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

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

16.4   Preservation of Owner's rights

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

16.5   Remedy of Owner's breach

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

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

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

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

16.6   Sale free of or subject to Charter

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

16.7   Sale subject to Charter

       If the Ship is sold subject to the Charter (which  expression  means that
       the  purchaser of the Ship or any other person  chartering  the Ship from
       the  purchaser  shall as from the date on which the Ship is registered in
       the name of the purchaser  assume all future  obligations and acquire all
       future  rights and  benefits  under the  Charter),  the Owner  and/or the
       Charterer  shall enter into such form of agreement  with the purchaser as
       the  Mortgagee  may require to the intent  that such  purchase ; 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 dispatch  (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 Pasties) 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 [__] 2006,  COMOROS  SHIPPING  LIMITED of
       Themistokli  Dervi  41,  Hawai  Nicosia  Tower,  8th  Floor,  Flat/office
       806-807, P.C. 1066, Lefkosia, Cyprus (the "Owner") and by a Quadripartite
       Deed  dated  [__]  2006,  PAGEON  SHIPPING  COMPANY  LIMITED of 284 Arch.
       Makarios  III  Avenue,  Limassol,  Cyprus  (the  "Charterer")  have  each
       assigned  (subject  to the prior  assignment  dated  [__] to FORTIS  BANK
       (NEDERLAND) N.V. of Coolsingel 93, 3012 AE Rotterdam, The Netherlands) to
       MAAS  CAPITAL  INVESTMENTS  B.V.  of  R.01.1601,  Coolsingel  93, 3012 AE
       Rotterdam,  The  Netherlands  (the  "Mortgagee")  all the Owner's and the
       Charterer's  rights,  title  and  interest  in and to  all  policies  and
       contracts of insurance  from time to time taken out or entered into by or
       for the  benefit  of the Owner  and/or the  Charterer  in respect of m.v.
       Vanguard 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 COMOROS  SHIPPING  LIMITED,  of Themistokli
       Dervi 41, Hawai Nicosia Tower, 8th Floor, Flat/office 806-807, P.C. 1066,
       Lefkosia,  Cyprus (the "Owner") or PAGEON SHIPPING COMPANY LIMITED of 284
       Arch. Makarios III Avenue, Limassol, Cyprus (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)


COMOROS  SHIPPING  LIMITED (the "Owner") of Themistokli  Dervi 41, Hawai Nicosia
Tower, 8th Floor,  Flat/office 806-807,  P.C. 1066, Lefkosia,  Cyprus and PAGEON
SHIPPING  COMPANY LIMITED (the  "Charterer")  of 284 Arch.  Makarios III Avenue,
Limassol,  Cyprus the owners ..and demise  charterers  respectively of the motor
vessel Vanguard HEREBY GIVE NOTICE that by a General  Assignment dated [__] 2006
and entered  into by the Owner  (subject to the prior  assignment  dated [__] to
FORTIS  BANK  (NEDERLAND)  N.V.  of  Coolsingel  93,  3012  AE  Rotterdam,   The
Netherlands)  with MAAS CAPITAL  INVESTMENTS  B.V.  (the  "Mortgagee")  and by a
Quadripartite  Deed  dated  [__] 2006 and  entered  into by,  inter  alios,  the
Charterer and the Owner  (subject to the prior  assignment  dated [__] 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
COMOROS SHIPPING LIMITED

Dated [__] 2006




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

Dated [__] 2006

<PAGE>

EXECUTED as a DEED                         )
by   Dimitri Glomelakis                    )          /s/ Dimitri Glomelakis
for and on behalf of                       )       -----------------------------
COMOROS SHIPPING LIMITED                   )            Attorney-in-fact

/s/ Helen Dawson
----------------------------------
in the presence of:

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




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

/s/ Helen Dawson
----------------------------------
in the presence of:

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




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

/s/ Helen Dawson
----------------------------------
in the presence of:

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




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

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

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