Exhibit 4.51

1.   Shipbroker

     Not Applicable


2.   Place and date

     Piraeus, 14th March 2006


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

     STARCRAFT MARINE CO. of the Marshall Islands


4.   Bareboat Charterers/Place of business (Cl. 1)

     GRAMOS SHIPPING COMPANY INC. of the Marshall Islands


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

     M/T "FAITHFUL" V7DP9, Marshall Islands


6.   Type of Vessel

     Motor Tanker


7.   GT/NT

     25877/12610


8.   When/Where built

     1992 Tsuneishi  Shipbuilding Co. Ltd., Japan


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

     45720


10.  Classification society (C1. 3)

     Lloyds Register of Shipping


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

     March 2002


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


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

     Worldwide within IWL


14.  Time for delivery (Cl. 4)

     See Clause 4


15.  Cancelling date (Cl. 5)

     30th March 2006


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

     EuroMed, Gibraltar/Skaw range, Americas excluding USA,
     AG/Japan range, in Charterers' option but in any event within IWL


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

     Minimum Six (6) months without extensions


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




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



20.  Trading limits (Cl. 6)

     Worldwide trading, but always within the Institute Warranty Limit (IWL)


21.  Charter period (Cl. 2)

     Five (5) years with Owners' option to extend this period by three (3)
     months in accordance with Clause 32B


22.  Charter hire (Cl. 11)

     USD$396,000


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



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



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

     United States Dollars (USD), in same day funds by SWIFT of by other tested
     key electronic money transfer


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

     Rotterdam, The Netherlands
     Owners' bank account nr.
     24.07.56.185 with FORTIS BANK
     (NEDERLAND) N.V.


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

     See Clause 32A and 22(b)


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

     First  Quadripartite  Agreement  and First  Mortgage in favour of the First
     Mortgagee.

     Second Quadripartite  Agreement and Second Mortgage in favour of the Second
     Mortgagee.

     Third  priority  mortgage  in  favour of  Charterers  as  security  for the
     Seller's Credit


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

     Clause 14 does not apply.  As regards the insured  amount for Clause  13(f)
     purposes, see Clause 34


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

     Not applicable


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

     Not applicable


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

     Not applicable


33.  Brokerage commission and to whom payable (Cl. 27)

     Not applicable


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

     Three (3)


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

     30(a)


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

     Not applicable


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

     Not applicable


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

     Not applicable


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

     Not applicable


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

     Not applicable


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

     a)     Not applicable


     b)

     c)

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

     Not applicable


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

     Not applicable


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

     Not applicable


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

     Not applicable


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

     Clauses number 32, 33, 34


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

Signature (Owners)                       Signature (Charterers)

/s/ Alexandra Tatagia                    /s/ Andreas Louka
------------------------------           ---------------------------------

<PAGE>
                                     PART II
                    "BARECON 2001" Standard Bareboat Charter


1.   Definitions

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

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

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

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

     See also Clause 33


2.   Charter Period

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


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

     (a)  The Vessel to be  delivered  under  this  Charter by the Owners to the
          Charterers  on an "as  is-where  is"  basis  (and,  in any  event,  as
          delivered  under the MOA (as defined in Clause 33 by the Charterers as
          sellers to the Owners as buyers) and without any  warranty  whatsoever
          by the Owners. Owners shall also not be liable for any latent defects.

     (b)  The  delivery  of the Vessel by the Owners and the taking  over of the
          Vessel by the Charterers  shall  constitute a full  performance by the
          Owners of all the Owners' obligations under this Clause 3.


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

     The delivery of the Vessel under this Charter shall be made  simultaneously
     with the delivery under the MOA


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

     (a) This Charter shall be cancelled in the event the MOA is cancelled.  Any
     extension  of the  cancelling  date  of the  MOA  shall,  unless  otherwise
     specifically agreed,  constitute a similar extension of the cancelling date
     of this Charter.

     (b) deleted

     (c)  Cancellation  under this  Clause 5 shall be without  prejudice  to any
     claim a party  hereto  may  otherwise  have on the other  party  under this
     Charter.

6.   Trading Restrictions

     The Vessel shall be employed in lawful  trades for the carriage of suitable
     lawful merchandise within the trading limits indicated in Box 20.

     The  Charterers  undertake not to employ the Vessel or suffer the Vessel to
     be employed otherwise than in conformity with the terms of the contracts of
     insurance  (including any warranties  expressed or implied therein) without
     first obtaining the specific consent of the insurers to such employment and
     complying  with such  requirements  as to extra premium or otherwise as the
     insurers may prescribe.

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

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

     Always  provided that nothing  permitted under this Clause shall in any way
     violate  the terms of the  Financial  Instruments,  as same are  defined in
     Clause 33.

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

     The Owners and the Charterers shall each appoint  surveyors for the purpose
     of  determining  and agreeing in writing the condition of the Vessel at the
     time of  redelivery  hereunder.  The  Charterers  shall  bear all  expenses
     of-the-Off-hire Survey including loss of time, if any, at Society indicated
     in Box 10 and maintain  all other  necessary  certificates  in force at all
     times.

     (ii) New  Class  and  Other  Safety  Requirements  - In  the  event  of any
          improvement,  structural  changes or new equipment  becoming necessary
          for the  continued  operation  of the  Vessel  by  reason of new class
          requirements  or by  compulsory  legislation  costing  (excluding  the
          Charterers' loss of time) more than the percentage stated in Box 23 or
          if Box 23 is left blank, 5 per cent of the Vessel's insurance value as
          stated in Box 29 then the  extent,  if any,  to which the rate of hire
          shall be varied and the ratio in which the cost of compliance shall be
          shared between the parties  concerned in order to achieve a reasonable
          distribution  thereof as between the Owners and the Charterers  having
          regard,  inter alia, to the length of the period  remaining under this
          Charter shall, in the absence of agreement, be referred to the dispute
          resolution method agreed in Clause 30. In any event the Charterers are
          obliged  to  redeliver  the  Vessel  in full  compliance  with all the
          requirements  and  regulations  of the SOLAS and/or IMO for  worldwide
          trading  applicable  or  provided  for  at  the  time  of  redelivery,
          including  also any U.S. Coast Guard  requirements  for the trading of
          the Vessel in U.S.A. territories.

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

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

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

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

     (d)  Flag and Name of Vessel - During the Charter  Period,  the  Charterers
          shall  have the  liberty  to paint the  Vessel  in their own  colours,
          install  and display  their  funnel  insignia  and fly their own house
          flag. The Charterers shall also have the liberty,  however always with
          the Owners' prior consent,  which shall not be unreasonably  withheld,
          to the daily equivalent to the rate of hire or pro rata thereof.

8.   Inspection

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

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

     (b)  in dry-dock if the Charterers have not dry-docked  44her in accordance
          with Clause  10(c0.  The costs and fees for such  inspection or survey
          shall be paid by the Charterers; and

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

     All time used in respect of inspection,  survey or repairs shall be for the
     Charterers' account and form part of the Charter Period:

     The  Charterers  shall also permit the Owners to inspect the  Vessel's  log
     books whenever  requested and shall whenever required by the Owners furnish
     them with full  information  regarding any casualties or other accidents or
     damage to the Vessel.

     All the above are without  prejudice to the rights of inspection  which the
     Mortgagees  (as defined in Clause 33) have under the relevant  terms of the
     Financial  Instruments;  the  Charterers  shall  at  all  tines  allow  the
     respective Mortgagee to exercise same.

9.   Inventories, Oil and Stores

     A complete  inventory of the Vessel's entire  equipment,  outfit  including
     spare parts,  appliances and of all  consumable  stores on board the Vessel
     shall be made by the Charterers in conjunction  with the Owners on delivery
     and again on  redelivery  of the  Vessel.  The Owners  shall at the time of
     redelivery take over and pay only for all bunkers; and lubricating oils, in
     the Vessel at the then current  market  prices at the ports of  redelivery.
     The  Charterers  shall ensure that all spare parts listed in the  inventory
     and used during the Charter  Period are replaced at their  expense prior to
     redelivery  of the  Vessel.  No  payment  shall  be made by the  Owners  on
     redelivery for provisions, paints, ropes, spare parts, etc.; they shall all
     become Owners' property on redelivery without any payment

10.  Maintenance and Operation

    (a)(i)Maintenance  and Repairs - During the Charter Period the Vessel shall
          be in the  full  possession  and  at the  absolute  disposal  for  all
          permissible  purposes  of the  Charterers  and  under  their  complete
          control in every  respect,  always subject to the terms and conditions
          of this  Charter.  The  Charterers  shall  maintain  the  Vessel,  her
          machinery,  boilers,  appurtenances and Spare parts in a good state of
          repair, in efficient  operating  condition and in accordance with good
          commercial  maintenance practice and, at their own expense, they shall
          at all  times  keep  the  Vessel's  Class  fully  up to date  with the
          Classification  change the flag  and/or the name of the Vessel  during
          the Charter Period,  if this becomes  necessary for the proper trading
          of the  Vessel;  however in any such case the  Charterers  shall fully
          cover all the expenses relevant to such change including,  but without
          limitation,  the  financial,  legal and other  costs  relevant  to the
          registration  of such  changes  and  the  drafting,  execution  and/or
          registration   of  any   documentation   relevant  to  the   Financial
          Instruments  and/or  to  any  other   transactions   required  by  the
          Mortgagees  in view of any such change.  Provided  always that no such
          change of name or flag  shall be  allowed  without  the prior  written
          consent of the Mortgagees.-  Painting and re-painting,  instalment and
          re-instalment,  registration and  re-registration,  if required by the
          Owners, shall be at the Charterers' expense and time.

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

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

     (g)  Periodical  Dry-Docking - The Charterers shall dry-dock the Vessel and
          dean  and  paint  her  underwater  parts  whenever  the  same  may  be
          necessary,  but not less than once during the period  stated in Box 19
          or if Box 19 has been left  blank,  thirty  six (36)  calendar  months
          after  delivery  or  such  other  period  as  may be  required  by the
          Classification Society or flag State.

     (h)  Management-The commercial,  technical and/or operational management of
          the Vessel  shall be carried  out  during  the  Charter  Period by TOP
          TANKERS MANAGEMENT INC. or any other first class company acceptable to
          the Owners and the Mortgagees. Such management to be cost free for the
          Owners,  who shall  not be  liable  to any  extent by reason of having
          approved such managers.  In addition such approval by the Owners shall
          in no way  constitute  any  limitation,  discharge or waiver of any of
          Charterers'  obligations  or  liabilities  under and  pursuant to this
          Charter.

     (j)  Compliance - The Charterers shall comply with any and all requirements
          under the  International  Management  Code for the Safe  Operation  of
          Ships  and  for  Pollution  Prevention  adopted  by the  International
          Maritime Organization and any applicable law.

     (k)  Financial  Statements - The Charterers  shall submit to the Owners and
          the Mortgagees  their audited annual  accounts as well as those of the
          Charter  Guarantor (as the latter Is defined in Clause 33), within 180
          days of each year end and  semiannual  management  accounts  within 90
          days of the half-year end.

     (l)  Survey Reports - The Charterers shall regularly supply the Owners with
          the  Classification  survey  reports,  including  but not  limited the
          annual survey and follow up reports,  all showing,  among others, that
          any  recommendation  has  been  promptly  and  timely  cleared  at the
          Charterers'  time and expense.  The  Charterers  undertake to keep the
          condition of the Vessel and all her  certificates in the best possible
          condition and standards for a vessel of the type and age of the Vessel
          and in any event to maintain the Vessel always in full compliance with
          the  highest/strictest  requirements  of the  Vessel's  Classification
          Society,  her  flag  State  and  all  other  applicable  rules  and/or
          requirements  throughout the Chatter Period.  Without prejudice to the
          generality of - the foregoing the coatings of the ballast tanks of the
          Vessel must be  maintained by the  Charterers  in accordance  with the
          Vessel's  highest/strictest  Classification  standards  throughout the
          duration of the Charter  Period  Inclusive of the time of  redelivery.
          Without  prejudice  to the above and  notwithstanding  anything to the
          contrary herein, the Charterers shall, not later than her next special
          survey,  at their own time and expense upgrade the coatings of all the
          Vessel's  ballast  tanks  so as  to  bring  them  up  to  the  highest
          Classification  standards  and  described  by the  latter  as being In
          "good"  condition.  In  addition  and within the same time  period the
          Charterers shall, also at their own time and expense,  rectify the two
          conditions  of Class  which  exist  against  the Vessel at the time of
          delivery,  namely items 008 and 009, to the full  satisfaction  of the
          Class.

     (m)  Reporting and Owners'  Representative-Throughout  the duration of this
          Charter the Charterers  shall keep the Owners  closely  informed about
          the Vessel's  position and  itinerary as well as the cargo  carried on
          board and the Vessel's  schedule,  by providing  such  information  in
          writing  every  fifteen (15) running  days.  The Owners shall have the
          right to place one  representative on board the Vessel who will travel
          with the Vessel and have free access to  communicate  with the Owners.
          The latter shall pay for the relevant  communication expenses but will
          not be charged for the victualling of their representative which shall
          be provided  without  charge.  The  representative  shall not have the
          right to interfere  with the  operation of the Vessel,  but shall have
          free access to all parts thereof and to all Vessel's log books.

11.  Hire

     (a)  The  Charterers  shall  pay  hire  due to  the  Owners  punctually  in
          accordance  with the terms of this  Charter  in  respect of which time
          shall be of the essence.

     (b)  The Charterers shall pay to the Owners for the hire of the Vessel on a
          monthly basis a lump sum in the amount indicated in Box 22 which shall
          be payable not later than every  thirty (30)  running days in advance,
          the first lump sum being  payable on the date and hour of the Vessel's
          delivery to the Charterers. Hire shall be paid continuously throughout
          the Charter Period.

     (c)  Payment of hire shall be made in cash without discount in the currency
          and in the manner  indicated in. Box 25 and at the place  mentioned in
          Box 26.  Hire shall  always be  punctually  paid free and clear of any
          right of set-off, discount, reduction or delay whatsoever.

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

     (e)  Notwithstanding  whether the Vessel be lost or missing,  hire shall be
          fully paid by the  Charterers  to the Owners as provided in Clause 32E
          hereunder.

     (f)  Any delay in payment of hire shall  entitle  the Owners to interest at
          the rate per annum as agreed in Box 24. If Box 24 has not been  filled
          in, the three months  Interbank  offered rate in London  (LIBOR or its
          successor) for the currency stated in Box 25, as quoted by the British
          Bankers'  Association  (BBA) on the  date  when  the  hire  fell  due,
          increased by 2 per cent., shall apply.

     (g)  Payment  of  interest  due  under   sub-clause  11(f)  shall  be  made
          immediately  irrespective  of whether the Owners have submitted  their
          relevant interest invoice to the Charterers.

     (h)  If at any time the  Charterers  are required to make any  deduction or
          withholding in respect of any kind of taxes from any payment due under
          this  Charter  for the  account  of the  Owners,  the sum due from the
          Charterers in respect of such payment shall be increased to the extent
          necessary  to ensure  that,  after the  making  of such  deduction  or
          withholding,  the Owners receive on the due date for such payment (and
          retain,  free from any  liability  in  respect  of such  deduction  or
          withholding),  a net  sum  equal  to the sum  which  they  would  have
          received had no such reduction or withholding been required to be made
          and the Charterers shall fully indemnify the Owners against any losses
          or costs  incurred by them by reason of any failure of the  Charterers
          to  make  any  such  deduction  or  withholding  or by  reason  of any
          increased payment not being made on the due date for such payment. The
          Charterers   shall  promptly  deliver  to  the  Owners  any  receipts,
          certificates  or other proof  evidencing  the amounts (if any) paid or
          payable in respect of any deduction or withholding as aforesaid.

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

     *)(b)The  Vessel  chartered  under  this  Charter  is  subject  to the
          Financial Instruments and the mortgages, as same appear in Box 28. The
          Charterers  undertake  to comply,  and provide  such  information  and
          documents to enable the Owners to comply,  with all such  instructions
          or  directions  in regard to the  employment,  insurances,  operation,
          repairs and  maintenance  of the Vessel as laid down in the  Financial
          Instruments  or as may be  directed  from  time  to  time  during  the
          currency of the Charter by the  Mortgagee or any of them in conformity
          with the Financial Instruments.  The Charterers confirm that, for this
          purpose,  they have  acquainted  themselves  with all relevant  terms,
          conditions  and provisions of the Financial  Instruments  and agree to
          acknowledge  this in writing in any form that may be  required  by the
          Mortgagee

     *)  (Optional,   Clauses  12(a)  and  12(6)  are  alternatives;   indicate
          alternative agreed in Box 28).

13.  Insurance and Repairs

     (a)  Throughout  the Charter Period the Vessel shall be kept insured by the
          Charterers  at  their  expense  against  hull and  machinery,  war and
          Protection  and  Indemnity  risks (and any risks  against  which it is
          compulsory  to  insure  for the  operation  of the  Vessel,  including
          maintaining   financial   security  in  accordance   with   sub-clause
          10(a)(iii))  with first class  underwriters  and P&I Clubs and in such
          form as the Owners shall in writing approve,  which approval shall not
          be un-reasonably  withheld. The Charterers shall also at their expense
          take out any other  insurance  which  the  Mortgagees  may  reasonably
          require.  All such  insurances  shall be arranged by the Charterers to
          protect the interests of both the Owners and the  Charterers,  and the
          Charterers  shall be at liberty to protect under such  Insurances  the
          Interest of any managers they may appropriately  appoint. The relevant
          insurance policies shall cover the Owners and the Charterers according
          to their respective  interests.  Upon the request of a Mortgagee,  the
          Charterers  shall arrange that such Mortgagee is named as a co-assured
          in any of the above insurances that the said Mortgagee has to be named
          as such. In addition,  throughout the Charter  Period,  the Charterers
          shall pay to the First Mortgagee and the Second Mortgagee the cost (in
          the amount to be conclusively certified by the First Mortgagee and the
          Second   Mortgagee   in   writing)   of   any   mortgagee's   Interest
          insurance-including  mortgagee's  additional  perils  (all P&I  risks)
          coverage-which  the Mortgagees or either of them may from time to time
          effect in respect of the Vessel upon such terms and in such amounts as
          the Mortgagees  shall deem  desirable.  The Mortgagees  shall have the
          right to enforce the benefit of this  Clause by taking  direct  action
          against  the  Charterers  In  seeking  to get paid or to  recover  the
          payment of any monies payable to them hereunder.

          Subject  to  the  provisions  of the  Financial  Instruments  and  the
          approval of the Owners and the insurers,  the Charterers  shall effect
          all insured repairs and shall undertake  settlement and  reimbursement
          from the insurers of all costs in connection with such repairs as well
          as insured charges, expenses and liabilities to the extent of coverage
          under the insurances  herein provided for. The insurances shall not be
          subject  to any  deduction,  franchise  or any other  restrictions  of
          similar effect

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

          All time used for any repairs,  whether  under the  provisions of this
          sub-clause  13(a) or otherwise  howsoever,  including  any  deviation,
          shall be for the Charterers' account.

     (b)  deleted

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

     (d)  Subject to the  provisions  of the  Financial  Instruments  should the
          Vessel  become an actual,  constructive,  compromised  or agreed total
          loss under - the insurances  required  ounder  sub-clause  13(a),  all
          insurance payments for such loss shall be paid to the First Mortgagees
          or, as the case may be, the Second Mortgagees who shall distribute the
          moneys In  accordance  with the relevant  Financial  Instruments.  The
          Charterers  undertake  to notify the Owners and the  Mortgagee  of any
          occurrences  in  consequence of which the Vessel is likely to become a
          total loss as defined in this Clause and of all other  occurrences  as
          required under the Financial Instruments.

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

     (f)  For the purpose of the insurance  coverage of each  insurance  against
          mentioned  herein the Insured  amount  shall be the sum  indicated  in
          Clause 34.

15.  Redelivery

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

     The  Charterers  warrant that they will not permit the Vessel to commence a
     voyage  (including any preceding ballast voyage) which cannot reasonably be
     expected to be completed in time to allow  redelivery  of the Vessel within
     the  Charter  Period or on the date of a sale of the  Vessel in  accordance
     with Clause 22 at the place as directed by the Owners.  Notwithstanding the
     above,  should the  Charterers  fail to  redeliver  the  Vessel  within the
     Charter Period,  the Charterers  shall pay the daily equivalent to the rate
     of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever
     is the higher,  for the number of days by which the  Charter  Period or the
     date of sale is exceeded.  In the latter case the Charterers  shall also be
     liable to reimburse the Owners any further  damages and/or losses which the
     latter may suffer as a result  thereof.  All other  terms,  conditions  and
     provisions of this Charter shall continue to apply.

     Subject to the provisions of Clause 10, the Vessel shall -be redelivered 4o
     the Owners in the same or as good structure,  state, condition and class as
     that in which she was  delivered,  in any  event  free of any and all Class
     conditions and/or  recommendations,  fair wear and tear not affecting class
     excepted.  On redelivery the Vessel shall have been dry-docked as per Class
     requirements  or as otherwise may be appropriate  or necessary.  The Vessel
     upon  redelivery  shall have all her  survey  cycles up to date and all her
     trading,  national,  international and class certificates  clean, valid and
     unextended for at least the number of months agreed in Box 17.

16.  Non-Lien

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

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

     (b)  "NOTICE OF MORTGAGE

          This  Vessel  is  subject  to a first  priority  mortgage  and deed of
          covenant in favour of FORTIS BANK  (NEDERLAND)  N.V. of Coolsingel 93,
          3012AE, Rotterdam, the Netherlands.  Under the said mortgage,  neither
          the Owners  nor any  charterer  nor the Master of this  Vessel has any
          right,  power or  authority  to create,  incur or permit to be imposed
          upon this Vessel any commitments or encumbrances whatsoever other than
          for crew's wages and salvage".

     (c)  "NOTICE OF SECOND MORTGAGE

          This  Vessel is  subject  to a second  priority  mortgage  and deed of
          covenant in favour of MAAS CAPITAL  INVESTMENTS B.V. of Coolsingel 93,
          3012AE, Rotterdam, The Netherlands.  Under the said mortgage,  neither
          the  Owners  nor any  charterer  nor the  Master of the Vessel has any
          right,  power or  authority  to create,  incur or permit to be imposed
          upon this Vessel any commitments or encumbrances whatsoever other than
          for crew's wages and salvage".

          Furthermore,  the  Charterers  shall  throughout  the duration of this
          Charter  procure  that all  their  orders  for any  kinds of  supplies
          (including  but not  limited to bunkers and luboil) for the Vessel are
          appropriately  marked so as to warn all suppliers in advance that such
          supplies are  exclusively  provided to and payable by the  Charterers,
          the  suppliers not having any right of lien or suit against the Vessel
          and/or the Owners.  All delivery receipts for such supplies shall also
          be  appropriately  marked by the  Charterers  before the  supplies are
          delivered to the Vessel.

17.  Indemnity

     (a)  The Charterers  shall fully  indemnify the Owners,  the Mortgagees and
          their  respective  successors,   assigns,   directors,   shareholders,
          officers,   servants  and/or  agents  (collectively  "the  Indemnified
          Parties")  from and  against any loss,  damage,  claim,  cost  and/-or
          expense  incurred by them or any of them arising out of or in relation
          to the  operation  of the  Vessel  by the  Charterers  (including  but
          without  limitation,  costs of operating and  maintaining  the Vessel,
          environmental(.)  claim or any claim based on environmental laws), and
          against  any  lien  of  whatsoever  nature  arising  out  of an  event
          occurring  during the  Charter  Period.  If the Vessel be  arrested or
          otherwise  detained  by reason of  claims or liens  arising  out of or
          during her operation hereunder by the Charterers, the Charterers shall
          at their own expense take all reasonable steps to secure that within a
          reasonable  time the Vessel is released,  including  the  provision of
          bail.

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

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

18.  Lien

     The  Owners to have a lien upon all  cargoes,  sub-hires  and  sub-freights
     belonging or due to the  Charterers or any  sub-charterers  and any Bill of
     Lading freight for all claims under this Charter; provided however that any
     such liens will be subordinate to any security  interest the Mortgagees may
     have over the same property.

19.  Salvage

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

20.  Wreck Removal

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

21.  General Average

     The Owners shall not contribute to General Average.

22.  Assignment, Sub-Charter and Sale

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

     (b)  The Owners may sell the Vessel  during the  currency  of this  Charter
          subject  to the buyer  accepting  an  assignment  of this  Charter  or
          entering  into a  reasonable  novation  agreement,  and subject to any
          approvals  required  by  the  Mortgagees  pursuant  to  the  Financial
          Instruments.  In case of such sale the Charterers  shall be obliged to
          delete the mortgage in their favour stated in Box 28 and to provide to
          the buyers of the Vessel a  performance  guarantee of all  Charterers'
          obligations   hereunder  by  way  of  a  first  class  bank  guarantee
          acceptable to the buyer and In the amount of USD 2,550,000.

23.  Contracts of Carriage

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

       *) Delete as applicable.

25.  Requisition/Acquisition

     (a)  Without  prejudice to Clause 32E in the event of the  Requisition  for
          Hire of the Vessel by any  governmental or other  competent  authority
          (hereinafter  referred to as 'Requisition  for Hire")  irrespective of
          the date during the Charter  Period  when  'Requisition  for Hire' may
          occur and  irrespective of the length thereof and whether or not it be
          for an indefinite or a limited  period of time,  and  irrespective  of
          whether  it may or will  remain  in  force  for the  remainder  of the
          Charter Period,  this Charter shall not be deemed thereby or thereupon
          to be  frustrated or otherwise  terminated  and the  Charterers  shall
          continue  to pay the  stipulated  hire in the manner  provided by this
          Charter until the time when the Charter would have terminated pursuant
          to any of the provisions hereof.

     (b)  Without  prejudice  to  Clause  32E in the event of the  Owners  being
          deprived  of  their   ownership  in  the  Vessel  by  any   Compulsory
          Acquisition of the Vessel or requisition for title by any governmental
          or other competent authority  (hereinafter  referred to as "Compulsory
          Acquisition"),  then,  irrespective  of the date  during  the  Charter
          Period when "Compulsory Acquisition" may occur, this Charter shall not
          be  deemed   thereby  or  thereupon  to  be  frustrated  or  otherwise
          terminated  and the  Charterers  shall  continue to pay the stipulated
          hire  until  the time when the  Charter  would  have  been  terminated
          pursuant to any of the provisions hereof.

26.  War

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

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

     (c)  The Vessel shall not load contraband cargo, nor shall pass through any
          blockade,  whether  such  blockade  be imposed on all  vessels,  or is
          imposed  selectively in any way whatsoever  against vessels of certain
          flags or ownership,  or against  certain cargoes or crews or otherwise
          howsoever, nor shall proceed to an area where she shall be subject, or
          is likely to be  subject  to a  belligerent's  right of search  and/or
          confiscation.

     (d)  If the insurers of the war risks insurance,  should require payment of
          premiums and/or calls because, pursuant to the Charterers' orders, the
          Vessel is within,  or is due to enter and remain  within,  any area or
          areas  which  are  specified  by such  insurers  as being  subject  to
          additional  premiums  -because of War Risks, then such premiums and/or
          calls shall be promptly paid by the Charterers.

     (e)  The Charterers shall have the liberty:

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

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

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

     (f)  Without  prejudice to Clause 32E in any and all the events of outbreak
          of war (whether  there be a declaration  of war or not) the stipulated
          hire shall continue to be paid in accordance with Clause 11.

28.  Termination

     (a)  Charterers' Default

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

          (i)  the  Charterers  fail to pay hire in  accordance  with Clause 11.
               However,  where  there is a failure to Make  punctual  payment of
               hire due to  oversight,  negligence,  errors or  omissions on the
               part of the  Charterers'  bankers,  the  Owners  shall  give  the
               Charterers  written  notice of the number of clear  banking  days
               stated in Box 34 (as  recognised  at the agreed place of payment)
               in which to rectify the  failure,  and when so  rectified  within
               such number of days  following  the Owners'  notice,  the payment
               shall stand as regular and punctual.

               Failure by the  Charterers  to pay hire within the number of days
               stated  in  Box 34 of  their  receiving  the  Owners'  notice  as
               provided herein,  shall entitle the Owners to withdraw the Vessel
               from the  service of the  Charterers  and  terminate  the Charter
               without further notice;

          (ii) the Charterers fail to comply with the requirements of
               (1) Clause 6 (Trading Restrictions)
               (2) Clause 13(a) (Insurance and Repairs)

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

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

          (iv) the Charter Guarantor (as defined in Clause 33) breaches or fails
               to meet any of the Financial  Undertakings provided in Clause 7.2
               of each  of the  First  Quadripartite  Agreement  and the  Second
               Quadripartite Agreement or Clause 10 of the Charter Guarantee (as
               same is defined in Clause 32A(a).

     (b)  Owners' Default

          If the  Owners  shall by any act or  omission  be in  breach  of their
          obligations  under this Charter to the extent that the  Charterers are
          deprived  of the use of the Vessel  and such  breach  continues  for a
          period of forty five (45) running days after  written  notice  thereof
          has been given by the Charterers to the Owners,  the Charterers  shall
          be entitled to terminate this Charter with immediate effect by written
          notice to the Owners.

     (c)  Loss of Vessel

          Without  prejudice to Clauses  11(e) and 32E,  this  Charter  shall be
          deemed to be  terminated  if the  Vessel  becomes  a total  loss or is
          declared as a constructive  or compromised or arranged total loss. For
          the purpose of this  sub-clause,  the Vessel shall not be Deemed to be
          lost unless she has either  become an actual  total loss or  agreement
          has been reached with her underwriters in respect of her constructive,
          compromised  or  arranged  total  loss or if such  agreement  with her
          underwriters  is not reached it is  adjudged  by a competent  tribunal
          that a constructive loss of the Vessel has occurred.

     (d)  Subject to the  Mortgagees'  prior  approval,  either  party  shall be
          entitled to terminate  this Charter with  immediate  effect by written
          notice to the other  party in the event of (i) an order  being made or
          resolution  passed for the winding  up,  dissolution,  liquidation  or
          bankruptcy  of the other  party  (otherwise  than for the  purpose  of
          reconstruction  or amalgamation) or if a receiver is appointed,  or if
          it suspends payment,  Ceases to carry on business or makes any special
          arrangement  or  composition  with its creditors , or (ii) the Charter
          Guarantor,  as  defined in Clause 33,  breaches  any of the  financial
          undertakings  stated in the  Charter  Guarantee  and/or the  Financial
          Instruments.

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

29.  Repossession

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

30.  Dispute Resolution

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

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

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

          Nothing  herein shall prevent the parties  agreeing in writing to vary
          these provisions to provide for the appointment of a sole arbitrator.

          In cases where neither the claim nor any counterclaim  exceeds the sum
          of  US$50,000  (or  such  other  sum as the  parties  may  agree)  the
          arbitration  shall be  conducted  in  accordance  with the LMAA  Small
          Claims Procedure current at the time when the arbitration  proceedings
          are commenced.

     (d)  Notwithstanding  (a),  (b) or (c) above,  the parties may agree at any
          time to refer to mediation any difference  and/or dispute  arising out
          of or in connection with this Contract.

          In the case of a dispute  in  respect  of which  arbitration  has been
          commenced under (a), (b) or (c) above, the following shall apply:-

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

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

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

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

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

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

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

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

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

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


31.  Notices

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

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

32.  Special Provisions

A.   Additional Securities

     a.   Charter Guarantee

          The  Charterers  shall procure and ensure that the Charter  Guarantor,
          shall unconditionally and irrevocably guarantee the performance of the
          Charterers under this Charter as a primary obligor and not merely as a
          surety, the relevant  guarantee  agreement to be in form and substance
          acceptable  to the  Owners  and  the  Mortgagees  and to  include  the
          Financial  Undertakings  provided  in Clause  7.2 of each of the First
          Quadripartite Agreement and the Second Quadripartite  Agreement.  This
          guarantee shall remain in place  throughout the whole duration of this
          Charter,  even in case of the sale of the Vessel  under  Clause  22(b)
          hereof.

     b.   Collateral Guarantees

          Without prejudice to the- provisions of Clause 32A(a)  hereinabove and
          in addition to the relevant security provided thereby,  the Charterers
          shall procure that the charterers of the rafts "SPOTLESS"  "DOUBTLESS"
          and "VANGUARD" ("the Collateral Guarantors") shall unconditionally and
          irrevocably  guarantee on a joint and several basis the performance of
          the Charterers  under this Charter as primary  obligors and not merely
          as  surety,  the  relevant  guarantee  agreements  to be in  form  and
          substance acceptable to the Owners and the Mortgagees. In addition the
          Charterers  hereby  undertake  to   unconditionally   and  irrevocably
          guarantee on a joint and several basis with the Collateral  Guarantors
          the  performance  of  each  respective   charter  party  of  the  m/ts
          "SPOTLESS",  "DOUBTLESS"  and "VANGUARD" by the respective  charterer,
          the  relevant  guarantee   agreement  to  be  in  form  and  substance
          acceptable to the Owners and the Mortgagees.  The guarantees  provided
          in this sub-Clause 32A(b) shall not be assignable by the Owners to the
          buyer of the Vessel under Clause 22(b) hereof.

          For the  avoidance  of any doubt all the  securities  provided in this
          Clause 32A shall be on a joint and several basis.


B.   Extension of the Charter Period

     At the request of the Owners which must be notified to the  Charterers  not
     later  than three (3) months  before the fifth  anniversary  of the date of
     delivery  of the Vessel to the  Charterers  under this  Charter and for the
     purpose of  assisting  the Owners to sell the Vessel,  the  Charter  Period
     shall be  extended  for a period  not  longer  than three (3) months at the
     option  of the  Owners.  In such  case the  hire  throughout  such  3-month
     extended period shall be USD 5,000 per day.  However in case the redelivery
     of the Vessel would have in any event delayed as a result of the Vessel not
     having  completed a voyage,  the hire shall be until the completion of such
     voyage at the rate  provided  in Clause 15 whilst the three  months  period
     provided under this  sub-Clause 32B shall commence after the termination of
     such  voyage.  For any  period  of delay in the  redelivery  of the  Vessel
     following  the lapse of the said 3-month  period  extension,  hire shall be
     payable in accordance with Clause 15.

     The  Charterers  shall  make  their  best  efforts  to assist the Owners in
     selling  the Vessel if and when the  Owners  require  them to provide  such
     assistance.

C.   Assignment of Sub-Charters

     The  sub-charters  of the Vessel  during the Charter  Period as well as all
     hire and freight payable to the Charterers  thereunder shall be assigned to
     the Owners and the Mortgagees as provided by the Financial Instruments.

D.   Charterers' Compliance with the Financial Instruments

     The  Charterers  shall  timely and  promptly  comply with all the terms and
     conditions  of the Financial  Instruments  and/or as may be required by the
     Mortgagees by virtue thereof.

E.   "Hell and Highwater" Clause

     This Charter is a "hell and highwater" bareboat charter and the Charterers'
     obligation for payments hereunder shall be absolute and unconditional under
     any and all circumstances and shall not be affected by any circumstances of
     any character, including (i) any setoff, counterclaim,  recoupment, defence
     or other right which the  Charterers  or any other  person may have against
     the Owners or any other  person for any reason  whatsoever,  including  any
     default by the -Owners or any other  person in its  respective  obligations
     hereunder  or under any other  agreement,  (ii) any  unavailability  of the
     Vessel, after its delivery and acceptance by the Charterers hereunder,  for
     any reason,  including  any lack or invalidity of title or any other defect
     in the title,  seaworthiness,  condition,  design, operation or fitness for
     use of the Vessel,  or the ineligibility of the Vessel for documentation or
     for a  particular  trade,  (iii)  any  failure  or delay on the part of the
     Owners or any other  person,  whether with or without fault on its part, in
     performing or complying  with any of the terms or covenants  hereunder,  or
     any other  agreement,  (iv) any  damage to the  Vessel or  interruption  or
     cessation  in the  use or  possession  thereof  by  the  Charterers  or any
     subcharterer for any reason whatsoever and of whatever  duration  including
     an actual, constructive,  compromised or arranged total loss or requisition
     of title,  (v) any  insolvency,  bankruptcy,  reorganization,  arrangement,
     readjustment of debt, dissolution,  liquidation or similar proceeding by or
     against the Owners,  the Charterers,  any subcharterer or any other person,
     (vi)  any  breach  of any  representation  or  warranty  of,  or any act or
     omission of, the Owners  under this  Charter or any other  agreement at any
     time existing  between the Owners and the  Charterers,  (vii) any breach of
     any  representation  or  warranty  of, or any act or omission of the Owners
     under,  any  agreement  at any time  existing  between  the  Owners and the
     Charterers  and/or any  subcharterer,  (viii) any deprivation of use of the
     Vessel by reason of any act or omission of the Owners, (ix) any claims as a
     result of any other business  dealings by the Owners,  the Charterers,  any
     subcharterer or any other person, (x) the requisitioning,  seizure or other
     taking  of  title  to or use of the  Vessel  by any  governmental  or other
     competent  authority  or  otherwise  whether or not by reason of any act or
     omission of the Owners, the Charterers,  or any subcharterer,  or any other
     deprivation  or  limitation  of use of the Vessel in any respect or for any
     length of time,  whether or not resulting  from accident and whether or not
     without fault on the part of the Charterers or any  subcharterer,  (xi) any
     embargo on the  shipment  of any  products or any  prohibition  against the
     loading or discharging of vessels  containing the same, WO the interference
     with or prohibition of the  Charterers'  or any  subcharterer's  use of the
     Vessel,   (xiii)  the  invalidity  or   unenforceability  or  lack  of  due
     authorization  or other infirmity of this Charter or any other  subcharter,
     (xiv) the lack of right,  power or  authority  of the  Owners to enter into
     this Charter, (xv) any ineligibility of the Vessel for any particular trade
     or activity,  whether due to any failure of the Owners, the Charterers, any
     subcharterer  or any  other  person to comply  with any  applicable  law or
     otherwise, (xvi) any event of force majeure or any frustration,  (xvii) any
     applicable law or (xviii) any war or any other event that  automatically or
     by election  cancels any available  insurance  cover or (xix) for any other
     cause,  circumstance  or  happening,  whether  similar or dissimilar to the
     foregoing,   any  present  or  future   applicable   law  to  the  contrary
     notwithstanding.  The Charterers  hereby waive, to the extent  permitted by
     applicable  law, any and all rights which they may now have or which at any
     time  hereafter may be conferred  upon them,  by statute or  otherwise,  to
     terminate,  cancel,  quit or surrender  this  Charter or to any  abatement,
     suspension,  deferment,  return or reduction  of hire except in  accordance
     with the express terms hereof.  If for any reason  whatsoever  this Charter
     shall be terminated in whole or in part by operation of law or otherwise as
     specifically  provided herein,  the Charterers  nonetheless agree to pay to
     the  Owners or to the  person  entitled  thereto  an  amount  equal to each
     payment of hire at the time such payment  would have become due and payable
     in accordance with the terms hereof had this Charter not been terminated in
     whole or in part;  each  payment  of hire made by the  Charterers  shall be
     final,  and the Charterers will not seek to recover all or any part of such
     payment  from the  Owners for any reason  whatsoever,-except  for  manifest
     error.


33.  Definitions

     "Charter  Guarantor"  means Top  Tankers  Inc.  of Trust  Company  Complex,
     Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

     "First  Mortgagee"  means Fortis Bank  (NEDERLAND)  N.V. of Coolsingel  93,
     3012AE  (or of  such  other  address  as may be  notified  to the  relevant
     parties) and includes  its  successors  in title as well as any person that
     may replace the First Mortgagee;

     "First  Mortgage"  means the first preferred ship mortgage on the Vessel to
     be executed by the Owners in favour of the First Mortgagee;

     "First Quadripartite Agreement" means the deed of assignment to be executed
     by the Owners,  the Charterers  and the Charter  Guarantor in favour of the
     First Mortgagee;

     "MOA" means the  Memorandum of Agreement  dated  14.3.2006 and made between
     the Charterers, as sellers and the Owners, as buyers, pursuant to which the
     Owners have agreed to buy and the Charterers have agreed to sell the Vessel
     on the terms and conditions mentioned therein;

     "Second Mortgage" means the second preferred ship mortgage on the Vessel to
     be executed by the Owners in favour of the Second Mortgagee;

     "Second   Mortgagee"  means  Maas  Capital   Investments  B.V.,  a  company
     incorporated  under the laws of The Netherlands  whose registered office is
     at Coolsingel  93,  3112AE,  Rotterdam,  The  Netherlands  and includes its
     successors in title, assignees or transferees;

     "Second  Quadripartite  Agreement"  means  the  deed  of  assignment  to be
     executed by the Owners,  the Charterers and the Charter Guarantor in favour
     of the Second Mortgagee;

     "Sellers'  Credit"  means the amount of USD 2,550,000 as provided in Clause
     17 of the MOA.

     "Financial Instrument" means:

     (a)  in the case of the First Mortgagee, the First Quadrapartite Agreement,
          and the First Mortgage; or

     (b)  in  the  case  of  the  Second  Mortgagee,  the  Second  Quadrapartite
          Agreement and the Second Mortgage,

     and "Financial Instruments" means both of them; and

     "Mortgagees" means, together, the First Mortgagee and the Second Mortgagee.


34.  Insured Amount [for the purposes of Clause 13(f)]

     For the  purposes of Clause  13(f) and at any  relevant  time,  the insured
     amount for the relevant  insurances  effected or, as the case may be, to be
     effected for the Vessel will be an amount in United States Dollars equal to
     the higher of (i) the market value of the Vessel at such  relevant time (as
     such market  value is  determined  by an  independent  firm of  shipbrokers
     appointed  by the  Owners in their  sole  discretion)  and (ii) the  amount
     required under the relevant terms of either Financial Instrument, if any.

     Each  valuation  made for the  purposes of this Box,  shall be made without
     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,  without  taking  into  account  the  benefit of any
     charterparty or other  engagement  concerning the Vessel.  The value of the
     Vessel determined in accordance with the provisions hereof shall be binding
     upon the parties hereto until such time as any further such valuation shall
     be obtained.