Exhibit 4.17

1.       Shipbroker



2.       Place and date

         Seoul, 09/03/2006

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

         KOMARF HOPE 29 Shipping Company, Liberia

4.       Bareboat Charterers/Place of business

         Pylio Shipping Company Limited, Liberia

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

         M/T Flawless, ELNX4, Liberia

6.       Type of Vessel

         Suez Max

7.       GT/NT

         79718/46569

8.       When/Where built

         1991 Hyundai Heavy Industries Co., Ltd., Ulsan, Korea

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

         Det Norske Veritus

10.      Classification society (C1. 3)



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



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)



14.      Time for delivery (Cl. 4)

         See Clause 4.

15.      Cancelling date (Cl. 5)

         April 30, 2006

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

         Not applicable.

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

         Six (6) months.

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

         See Clause 5.

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



20.      Trading limits (Cl. 6)



21.      Charter period (Cl. 2)

         Five (5) years (however, subject to Cl. 32)

22.      Charter hire (Cl. 11)

         US$750,000

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)

         US Dollars, In same day funds

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

         As to be notified by the owners to the Charters.

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



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)

         12(b) applies.

         1st priority mortgage, dated on or around the date herewith in favor of
         Fortis  Bank  ("Agent")  as trustee  for the  benefit  of  itself,  the
         relevant lenders ("Lenders") and swap providers.

         2nd priority  mortgage dated on or around the date herewith in favor of
         the  Charterers  securing  the  Seller's  Credit (as  defined in Clause
         32(a)).

         3rd priority  mortgage dated on or around the date herewith in favor of
         the  shareholder  of the Owners  securing the  Shareholder's  Funds (as
         defined in the Loan Agreement defined in Clause 33)

         Financial   Instrument  to  also  include,   without  limitation,   the
         intercreditor  agreement and any other  agreements  in connection  with
         financings related to this Charter.

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)

         Each insurance to cover 130% of the Outstanding  Project Cost; however,
         P&I Club insurance to cover the maximum cover available on the market.

         Clause 14 is not applicable.

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 Cl.
         3)



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

         Not applicable

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


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))



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

         No

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



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



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



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

         a)

         b)

         c)

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

         No

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

         No

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

         No

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

         No

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

         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/ K. H. Kwan                                         /s/ Stamatis Tsantanis
----------------------------                           -------------------------

                                                       Attorney-in-fact
<PAGE>
                                    PART II
                    "BARCON 2001" Standard Bareboat Charter

1.       Definitions

         In this  Charter,  the following  terms shall have the meanings  hereby
         assigned to them:
         "The Owners" shall mean the party identified in Box 3;
         "The Charterers" shall mean the party identified in Box 4;
         "The Vessel" shall mean the vessel named in Box 5 and with  particulars
         as stated in Boxes 6 to 12.
         "Financial  Instrument"  means the mortgage,  deed of covenant or other
         such financial security instrument stated in Box 28.

2.       Charter Period

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

3.       Delivery

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

         (a) through (c) Paragraphs deleted

         The  Vessel to be  delivered  under  this  Charter by the Owners to the
         Charterers  shall be on an as is where is basis (and,  at any rate,  as
         delivered  under the MOA (as defined in Clause 4) by the  Charterers as
         sellers to the Owners as buyers) and without any warranty by the Owner.

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 Memorandum of Agreement entered into on the
         same date  herewith by and between  the  Charterers  as sellers and the
         Owners as buyers ("MOA").

         (a)      Should  the Vessel not be  delivered  latest by the  canceling
                  date indicated in Box 15 or the cancellation date as otherwise
                  agreed by and between the Owners and the Charterers hereunder,
                  the  Owners  shall  propose  a new date of  cancellation  that
                  reasonably takes into account the time needed for this Charter
                  and the related financing transactions to lake into effect and
                  the Owners shall accept such proposal.

         (b)      Notwithstanding   Clause  5(a)  above,   if  it  appears  with
                  reasonable  certainty  the  delivery of the Vessel  under this
                  Charter  cannot  be made  due to the  failure  in the  related
                  financing  transactions  or  otherwise,  this  Charter  may be
                  cancelled  by a mutual  agreement  between  the Owners and the
                  Charterers.

         (c)  Paragraph deleted

6.       Trading Restrictions

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

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

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

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

7.       Surveys on Delivery and Redelivery

         (not  applicable  when Part III  applies,  as  indicated in Box 37)
         The Owners and Charterers shall each appoint  surveyors for the purpose
         of  determining  and agreeing in writing the condition of the Vessel at
         the time of delivery and redelivery  hereunder.  The  Charterers  shall
         bear all expenses of the On-hire Survey including loss of time, if any,
         and the Charterers  shall also bear all expenses of the Off-hire Survey
         including loss of time, if any, at 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 authorized 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  Charters  have  not  dry-docked  her in
                  accordance  with  Clause  10(g).  The  costs and fees for such
                  inspection of survey shall be paid by the Charters; 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 Charters' account and form part of the Charter Period.

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

9.       Inventories, Oil and Stores

         A complete inventory of the Vessel's entire equipment, outfit including
         spare part, appliances and of all consumable stores on board the Vessel
         shall  be made by the  Charters  in  conjunction  with  the  Owners  on
         redelivery  of the Vessel.  The Charters and the Owners,  respectively,
         shall  at the time of  redelivery  take  over and pay for all  bunkers,
         lubricating  oil,  unbroached  provisions,   paints,  ropes  and  other
         consumable  stores  (excluding  spare  parts) in the said Vessel at the
         then current market prices at the ports of delivery,  respectively. The
         Charters  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.

10.      Maintenance and Operation

         (a)      (i)  Maintenance  and Repairs -- During the Charter Period the
                  Vessel  shall be in the full  possession  and at the  absolute
                  disposal  for all  purposes  of the  Charters  and under their
                  complete control in every respect. The Charters 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
                  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 Charters'  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  Charterers  at their own  expense
                  shall bear the cost of compliance.

                  (iii)  Financial   Security  -  The  Charters  shall  maintain
                  financial security or responsibility in respect of third party
                  liabilities as required by any government,  including federal,
                  state of 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 Charters  shall make and maintain all  arrangement by bond
                  or otherwise as may be necessary to satisfy such  requirements
                  at the Charters' sole expense and the Charters shall indemnify
                  the Owners against all consequences whatsoever (including loss
                  of time) for any failure or inability to do so.

         (b)      Operation  for the  Vessel - The  Charters  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; provided,  however, that, all tonnage taxes and other
                  ownership  related  expenses shall be paid by the Owners.  The
                  Master,  shall  be the  servants  of the  Charterers  for  all
                  purposes  whatsoever,  even if for any reason appointed by the
                  Owners.

                  Charterers   shall  comply  with  the  regulations   regarding
                  officers and crew in force in the country of the Vessel's flag
                  or any other applicable law.

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

         (d)      Flag and  Name of  Vessel - During  the  Charter  Period,  the
                  Charters  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  Charters  shall  also  have the
                  liberty,  with  the  Owners'  consent,   which  shall  not  be
                  unreasonably  withheld,  to change the flag and/or the name of
                  the  Vessel   during  the   Charter   Period.   Painting   and
                  re-painting,  instalment and  re-instalment,  registration and
                  re-registration,  if required  by the Owners,  shall be at the
                  Charters' expense and time.

         (e)      Changes  to the  Vessel -  Subject  to Clause  10(a)(ii),  the
                  Charters  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 Charters
                  shall,  if the Owners so  require,  restore  the Vessel to its
                  former condition before the termination of this Charter.

         (f)      Use of the Vessel's  Outfit,  Equipment  and  Appliances - The
                  Charters  shall  have the use of all  outfit,  equipment,  and
                  appliances  on  board  the  Vessel  at the  time of  delivery,
                  provide  the same or  their  substantial  equivalent  shall be
                  returned  to the Owners on  redelivery  in the same good order
                  and  condition  as  when  received,  ordinary  wear  and  tear
                  excepted.  The  Charterers  shall from time to time during the
                  Charter  Period replace such items of equipment as shall be so
                  damaged or worn as to be unfit for use. The  Charterers are to
                  procure  that all repairs to or  replacement  of any  damaged,
                  worn or lost parts or  equipment  be  effected  in such manner
                  (both as regards  workmanship and quality of materials) as not
                  to diminish the value of the Vessel.  The Charterers  have the
                  right to fit  additional  equipment at their  expense and risk
                  but the  Charterers  shall remove such equipment at the end of
                  the period if requested by the Owners. Any equipment including
                  radio  equipment  on hire on the  Vessel  at time of  delivery
                  shall  be  kept  and  maintained  by the  Charterers  and  the
                  Charterers shall assume the obligations and liabilities of the
                  Owners under any lease  contacts 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 Charters shall dry-dock the
                   Vessel and clean and paint her underwater parts whenever the
                   same may be necessary, but not less than once during the
                   period stated in Box 19 or, if Box 19 has been left blank,
                   every sixty (60) calendar months after delivery or such other
                   period as may be required by the Classification Society or
                   flag State.

         (h)      Management  --  Commercial,   technical   and/or   operational
                  management  of  the  Vessels  to be  executed  by  Top  Tanker
                  Management  Inc. or any other company  acceptable to the Agent
                  and KOMARF for the Charter Period.

         (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 Organisation and applicable law.

         (k)      Financial  Statements  - The  Charterers  shall  submit to the
                  Owners the audited annual accounts within 180 days of the year
                  end and semi-annual  management accounts within 90 days of the
                  half- year end.

         (l)      Survey  Reports - The  Charterers  shall supply the Owners the
                  class survey reports regularly including annual survey and the
                  follow-up reports showing the recommendation, if any, has been
                  cleared at the Charterer's  expense.  The Charterers shall put
                  its best  efforts  to keep the  condition  of the  Vessels  in
                  compliance  with all class  certificates  during  the  Charter
                  Period.

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 on a monthly basis pay to the Owners for
                  the hire of the Vessel 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.
                  Each  hire  shall  be made  free  and  clear  of any  right of
                  set-off, reduction or delay whatsoever.

         (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.

         (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,  the
                  hire shall be paid by the Charterers to the Owners as provided
                  for 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,  whether  or not the Owners  have  given  invoice
                  therefor to the Charterers.

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

         (a)  Paragraph deleted


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

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

13.      Insurance and Repairs

         (a)      During the Charter  Period the Vessel shall be kept insured by
                  the  Charterers at their expense  against hull and  machinery,
                  war and Protection and Indemnity  risks (and any risks against
                  which it is  compulsory  to insure  for the  operation  of the
                  Vessel, including maintaining financial security in accordance
                  with  sub-clause  10(a)(iii)) in such form as the Owners shall
                  in writing approve,  which approval shall not be un-reasonably
                  withheld.  Further during the Charter  Period,  the Charterers
                  shall  at  their  expense  take our  effect  MU,  MAP and COFR
                  insuring the Vessel and other  insurances  as the Agent or the
                  shareholder  of the Owners may reasonably  require.  Insurance
                  policies for each insurance  above shall name the Owners,  the
                  Lenders  and the  Charterers  as  beneficiaries.  and shall be
                  assigned in favor of them.  Subject to the  provisions  of the
                  Financial  Instrument,  if any, and the approval of the Owners
                  and the  insurers,  the  Charterers  shall  effect all insured
                  repairs and shall undertake  settlement and reimbursement from
                  the insurers of all costs in  connection  with such repairs as
                  well as  insured  charges,  expenses  and  liabilities  to the
                  extent of coverage under the insurances  herein  provided for.
                  The  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  repairs
                  under the  provisions of  sub-clause  13(a) and for repairs of
                  latent defects  according to Clause 3(c) above,  including any
                  deviation, shall be for the Charterers' account.

         (b)      Paragraph 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 Instrument.

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

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

         (f)      For the  purpose  of  insurance  coverages  of each  insurance
                  mentioned  the  provisions of  sub-clause  13(a),  the insured
                  amount shall be the sum indicated in Box 29.

14.      Paragraphs deleted

15.      Redelivery

         At the expiration of the Charter Period or, if earlier,  on the date of
         sale of the Vessel as provided for under Clause 32, the Vessel shall be
         redelivered by the Charterers to the Owners at a safe and ice-free port
         in such ready safe berth as the Owners may direct. The Charterers shall
         give the Owners not less than thirty  (30)  running  days'  preliminary
         notice of expected date,  range of ports of redelivery or port or place
         of  redelivery  (which  shall  include the port or place of delivery as
         directed by the Owners) and not less than  fourteen  (14) running days'
         definite notice of expected date and port or place of redelivery (which
         shall be the port or place of delivery as directed by the Owners).  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 sale of the
         Vessel as provided  for under Clause 32 at the place as directed by the
         Owners.  Notwithstanding  the  above,  should  the  Charterers  fail to
         redeliver the Vessel  within the Charter  Period or on the date of sale
         of the Vessel as provided  for under Clause 32 at the place as directed
         by the Owners,  the  Charterers  shall pay the daily  equivalent to the
         rate of hire stated in Box 22 plus 10  percent,  for the number of days
         by which the Charter Period or the date of sale is exceeded.  All other
         terms,  conditions  and  provisions of this Charter  shall  continue to
         apply.

         Subject to the provisions of Clause 10, the Vessel shall be redelivered
         to the Owners in the same or as good  structure,  state,  condition and
         class   as   that  in   which   she  was   delivered   free  of   class
         conditions/recommendations,  fair  wear and tear  not  affecting  class
         excepted. On re-delivery,  The Vessel shall have been dry docked as per
         class requirement.

         The Vessel upon redelivery  shall have her survey cycles up to date and
         the trading and the national and international class certificates valid
         for at least the number of months agreed in Box 17.

16.      Non-Lien

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

         "This Vessel is the property of (name of Owners).  It is under  charter
         to (name of  Charterers)  and by the terms of the Charter Party neither
         the  Charterers  nor the Master have any right,  power or  authority to
         create,  incur or permit to be imposed on the Vessel any lien whatever.
         Further, the Vessel is subject to the first priority mortgage dated [o]
         in favor of Fortis Bank as trustee acting for itself and the mortgagees
         thereunder, the second priority mortgage dated [o] in favor of [specify
         the  Charterers  name],  and the third  priority  mortgage dated [o] in
         favor of (specify the shareholder of the Owners name]"

17.      Indemnity

         (a)      The Charterers  shall indemnify the Owners,  Korea Marine Fund
                  Corporation (a Korean corporation:  "KOMARF"). the Owners, the
                  Agent  and  the  Lenders  and  their  respective   successors,
                  assigns,   agents.   directors,   shareholders   and  officers
                  (collectively,  "Indemnified  Parties")  from and  against any
                  loss,  damage,  claim, cost and et---expense  incurred by them
                  arising out of or in relation to the  operation  of the Vessel
                  by the Charterers  (including,  without  limitation,  costs of
                  operating  and  maintaining   the  Vessels   (whether  by  the
                  time-charterers  or the subcharterers or by whomsoever leased,
                  used or  operated),  environmental  claim  or  those  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 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  generally  of the  foregoing,  the
                  Charterers agree to indemnify 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 against the Owners,  the Owners shall at their
                  own expense take all reasonable  steps to secure that within a
                  reasonable   time  the  Vessel  is  released,   including  the
                  provision  of bail.  In such  circumstances  the Owners  shall
                  indemnify the Charterers  against any loss,  damage or expense
                  incurred  by the  Charterers  (including  hire paid under this
                  Charter) as a direct consequence of such arrest or detention.

18.      Lien

         The Owners to have a lien upon all cargoes,  sub-hires and sub-freights
         belonging or due to the Charterers or any  sub-charterers  and any Bill
         of Lading freight for all claims under this Charter.

19.      Salvage

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

20.      Wreck Removal

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

21.      General Average

         The Owner 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 in accordance  with the
                  Financial Instrument.

         (b)      The Owners  shall not sell the Vessel  during the  currency of
                  this Charter except as provided in Clause 32.

23.      Contacts 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.

         (b)      The  Charterers  are to  procure  that all  passenger  tickets
                  issued   during  the  Charter   Period  for  the  carriage  of
                  passengers  and their luggage under this Charter shall contain
                  a paramount clause  incorporating any legislation  relating to
                  carrier's   liability   for   passengers   and  their  luggage
                  compulsorily  applicable in the trade; if no such  legislation
                  exists,  the passenger  tickets shall  incorporate  the Athens
                  Convention  Relating to the Carriage of  Passengers  and their
                  Luggage by Sea,  1974,  and any  protocol  thereto.  Delete as
                  applicable

24.      Paragraph deleted

25.      Requisition/Acquisition

         (a)      In the event of the Requisition for Hire for 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  Charcters  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)      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  he  deemed  thereby  or  thereupon  to be
                  frustrated or otherwise  terminated  and the  Charcters  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 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 of malicious damage,  blockades  (whether imposed
                  against  vessels  of  certain  flags or  ownership  or against
                  certain  cargoes  or crews  or  otherwise  howsoever),  by any
                  person,  body, terrorist or political group, or the Government
                  of any state whatsoever,  which may be dangerous or are likely
                  to be or to become dangerous to the Vessel, her cargo, crew or
                  other persons on board the Vessel.

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

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


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


         (e)      The Charterers shall have the liberty.

                  (i)      to    comply    with    all    orders,    directions,
                           recommendations or advise as to departures,  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 five the same under the terms
                           of the war risks insurance;

                  (iii)    to  comply  with the terms of any  resolution  of the
                           Security 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)      In any and all events of outbreak of war  (whether  there be a
                  declaration of war or not), the hire shall continue to be paid
                  in accordance with Clause 11.

27.      Paragraph deleted

28.      Termination

         (a)      Charterers' Default

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

                  (i)      the  Charterers  fail to pay hire in accordance  with
                           Clause 11. However,  where there is a failure to make
                           punctual   payment   of   hire   due  to   oversight,
                           negligence,  errors or  omissions  on the part of the
                           Charterers  or their  bankers,  the Owners shall give
                           the Charterers  written notice of the number of clear
                           banking days stated in Box 34 (as  recognized  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 Charters 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.

         (b)      Owners' Default

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

         (c)      Loss of Vessel covered by insurance

                  Despite  the Vessel  becoming a total loss or is declared as a
                  constructive or compromised or arranged total loss, so long as
                  it  is  fully  covered  by  insurance.  the  Charterers  shall
                  continue  to pay the  hire at the time  and in the  manner  as
                  provided  herein  for a maximum  period of forty  (40) days or
                  until the insurance  proceeds shall be paid,  whichever occurs
                  first:, and- any money paid by the Charterers to the Owners as
                  hire will be returned  to the  Charterers  once the  insurance
                  proceeds  are paid.  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 is not reached it is adjudged by a competent
                  tribunal that a constructive loss of the Vessel has occurred.

         (d)      Subject to the Agent's 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 an order
                  being  made  or   resolution   passed  for  the   winding  up,
                  dissolution,  liquidation  or  bankruptcy  of the other  party
                  (otherwise   than  for  the  purpose  of   reconstruction   or
                  amalgamation) or if a receiver is appointed, or if it suspends
                  payment,  ceases to carry on  business  or makes  any  special
                  arrangement or composition with its creditors.

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

29.      Repossession

         In the event of the  termination of this Charter in accordance with the
         applicable  provisions of Clause 28, the Owners shall have the right to
         repossess the Vessel

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

30.      Dispute Resolution

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

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

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

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

         (b)      Paragraph deleted

         (c)      Paragraph deleted

         (d)      Nothwithstanding  (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 mediator's cost 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 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)      Sellers' Credit:  The sellers' credit (in the amount of 10% of
                  the Purchase Price under the MOA,  "Sellers' Credit") shall be
                  paid to the  Charterers in a lump sum payment upon the sale of
                  the Vessels and receipt of the full amount of sales  proceeds,
                  but not later than  three (3)  months  after the expiry of the
                  Charter Period.  For the avoidance of doubt. no interest shall
                  accrue on the Sellers' Credit.


                  In the event that the BBC is  terminated  before the scheduled
                  expiry of the Charter  Period due to reasons  attributable  to
                  the  Charterer.  the Owner shall be  entitled  to forfeit.  an
                  amount of the Seller's Credit up to a maximum of the aggregate
                  remaining monthly payments under the BBC after the termination
                  without  prejudice to its claims for damages .and other rights
                  under applicable law or in equity.

                  The  Sellers'  Credit  shall be secured  by a second  priority
                  mortgage  over the Vessel  ranking  behind the first  priority
                  mortgages granted to the Agent and the Swap Parties.

         (b)      Guarantee:   Top  Tankers  Inc.  shall   unconditionally   and
                  irrevocably  guarantee the performance of the Charterers under
                  this Charter as a primary obligor and not merely as a surety.


                  Each of the  Charterers  and the  charterers to KOMARF HOPE 27
                  Shipping  Company,  KOMARF HOPE 28 Shipping Company and KOMARF
                  HOPE  30   Shipping   Company   (each  a   Liberian   company;
                  collectively,  "Other  Charterers")  shall  also  jointly  and
                  severally  guarantee  the  performance  of the charters by the
                  other Charterers.

         (c)      Sale  of  Vessel  during  the  Six-Month  Sales  Period:   The
                  "Six-Months  Sales Period" shall mean the period from the date
                  falling three months prior to the expiry of the Charter Period
                  to the date  falling  three  months  after  the  expiry of the
                  Charter Period..

                  The "Outstanding Project Cost" shall mean,  collectively,  (i)
                  all sums outstanding  under the Main Financing  Documentation,
                  (ii) the principal  amount of the  investment  into the SIC by
                  its investors, and (iii) the Seller's Credit.

                  The following is applicable when the Vessel is sold during the
                  Six-Month Sales Period:

                  If the net sale proceeds of the Vessel ("Net Sales  Proceeds")
                  is lower than the  Outstanding  Project Cost,  such  shortfall
                  shall be first  covered by the  Charterers up to the amount of
                  USD two (2)  million.  and the Owners  will deduct such amount
                  from the Sellers'  Credit payable to the Charterers in respect
                  of that Vessel. 1.1 the Net Sales Proceeds are higher than the
                  Outstanding  Project Cost,  as to such surplus,  the first USD
                  two (2) million shall belong to the  Charterers and the Owners
                  will pay such  amount to the  Charterers  in  respect  of that
                  Vessel upon sale of that Vessel,  and any excess thereof shall
                  belong to the Owners.

         (d)      Sale of the Vessel.  after the Six Months  Sales  Period:  The
                  evaluation value  ("Evaluation  Value") of the Vessel shall he
                  the average of the quote obtained from the Selected Evaluation
                  Firms, with each quote referring to the Vessel price as of the
                  expiry date of the Charter Period.

                  The Selected Evaluation Finns shall he two of the (.)following
                  firms  selected by a mutual  agreement  between the Charterers
                  and the Owners:  One from  Clarksons or Simpson Spence & Young
                  and the other from Platou or Fearnleys.

                  The following is applicable  when the Vessel is not sold prior
                  to the expiry of Six-Month Sales Period:

                  If in respect of any Vessel.  the  Evaluation  'Value for that
                  Vessel is lower than the Outstanding  Project Cost relating to
                  that  Vessel as of the end of the  Charter  Period,  the Owner
                  will deduct :such amount up to USD 2 million from the Sellers'
                  Credit payable to the Charterers in respect of that Vessel. if
                  in respect of any Vessel the Evaluation  Value for that Vessel
                  is higher than the  Outstanding  Project Cost relating to that
                  Vessel, the Owners will pay such amount up to USD 2 million to
                  the  Charterers  in  respect  of that  Vessel  on the  date of
                  expiration of the Six-Month Sales Period.

                  The foregoing  mechanism  shall not be affected even where the
                  actual  sales  price  of the  Vessel  is  different  from  the
                  Evaluation Value.

         (f)      Sale of the Vessel  before the Six Months  Sales  Period:  The
                  Owners may sell the  Vessels at any time after three (3) years
                  from the commencement of the Charter Period, subject, however,
                  to an approval  thereof by the  relevant  subcharterer(s).  if
                  any.

                  If the Net  Sales  Proceeds  is  lower  than  the  Outstanding
                  Project  Cost,  the  Sellers'  Credit  will be  payable to the
                  Charterers in respect of that Vessel in full. If the Net Sales
                  Proceeds are higher than the  Outstanding  Project  Cost.  the
                  Owners will pay the Charterers the Seller's  Credit in respect
                  of that Vessel in full, and an additional amount up to:

                  o        USD 4 million if the sale is concluded during the 4th
                           year of the Charter.

                  o        USD 3 million if the sale is concluded during the 5th
                           year of the Charter (however, excluding the Six-Month
                           Sales Period).

         Any excess thereof shall belong to the Owners.

         All of the above amounts shall be payable immediately upon the delivery
         of the Vessels to the new owners. and, simultaneously therewith, this
         Charter will be terminated.

         Further, at any time after three (3) years from the commencement of the
         Charter Period, the Vessel,  subject to the Charterers' approval (which
         shall not be  unreasonably  withheld),  may be sold by the Owners  with
         this Charter  maintained by the new owners.  hi such cases of sale, the
         following paragraph shall he applicable:

         If the Net Sales Proceeds is lower than the  Outstanding  Project Cost,
         the  Sellers'  Credit will be payable to the  Charterers  in respect of
         that  Vessel in full.  If the Net Sales  Proceeds  are higher  than the
         Outstanding  Project  Cost.  the  Owners  will pay the  Charterers  the
         Sellers'  Credit in  respect  of that  Vessel in full,  and,  as to any
         surplus. the first USD two (2) million shall belong to Top Tankers Inc.
         (each of such Sellers'  Credit and such first USD two (2) million to be
         payable at the time of the sale of the Vessel),  and any excess thereof
         shall belong to the Owner.

         (g)      Sales Mechanism:  Whether the Vessel is sold during,  after or
                  before the  Six-Month  Sales  Period,  as to the  Vessel,  the
                  Owners will give the Charterers the right of first refusal.

                  Subject to the  Charterers'  right of first refusal  specified
                  above  (i.e.,  such  right of first  refusal  shall be  deemed
                  waived when a waiver by the Charterers is obtained or when the
                  Charterers fail to exercise such right after a prior notice of
                  one (I )  week  by the  Owners),  the  Owners  shall  have  no
                  obligation to give the  Charterers an  opportunity to bid when
                  it  plans  to sell  the  Vessels.  The  Owners  shall  have an
                  absolute and free  discretion  in  selecting  the buyer of the
                  Vessel and in  determining  the mechanisms for the sale of the
                  Vessel.  The Vessel and the other  vessels  owned by the Other
                  Charterers  (collectively,  "Vessels") may be sold at one time
                  or at different times through separate sales  transactions and
                  varying mechanisms.

         (h)      Extension.  of Charter  Period:  For the effective sale of the
                  Vessels after the Charter  Period,  the Charter  Period may be
                  extended  by a period of not  longer  than three (3) months at
                  the option of the Owners,  in which case the hire shall be USD
                  5,000 per day during  such  extended  three (3) month  Charter
                  Period.

                  Further.  the  Owners  shall  have the  right to  require  the
                  Charterers  to manage the Vessel for a period of up to one (1)
                  year after  expiration of the Charter  Period  pursuant to the
                  ship management  agreement between the Owner and the Charterer
                  (or any other company  nominated by the Charterer),  providing
                  that (i) as to the costs incurred for the technical management
                  of the  Vessel  shall be borne  by the  Owners  on an net cost
                  amount  basis:  and  (ii)  as to the  income  from  commercial
                  operation  of the  Vessel  shall he  distributed  between  the
                  Charterers and the Owners on a 40% to 60o basis.

                  The  Charterers  shall make  their best  efforts to assist the
                  Owners in the sale of the Vessels.

         (i)      Time Charter Assignment: As to the time-charter or sub-charter
                  by the  Charterers  of the Vessel  during the Charter  Period,
                  such  time-charter  or  sub-charter  shall be  assigned to the
                  Owners and the Agent and other relevant parties under the main
                  financing and investment documentation for security.

         (j)      Compliance with the Financial instrument: The Charterers shall
                  comply with the Financial  Instrument as required by the Agent
                  (including.  without limitation. its requirement to maintain a
                  minimum  consolidated  cash  balance  of USD 50 million at all
                  times with the Agent).

33.      Compliance with the Owners' requests

         The Charterers  shall,  throughout the Charter Period,  comply with the
         Owners'  requests  which may he made from time to time for the  Owners'
         compliance  with the  provisions  of the loan  and  guarantee  facility
         agreement entered into on. or to be entered into around,  the even date
         herewith by and among, inter alios, the Buyers as borrower. Fortis Bank
         (Nederland)  N.V.  as agent  and  arranger  and the  lenders  specified
         therein (the "Loan Agreement").

34.      Hell & High Water Clause

         This  Charter  is  a  "hell  and  high  water"  bareboat  charter  and,
         notwithstanding  anything  in this  Charter to the  contrary  (however,
         excluding clause 28(c) of this Charter), the Charterer's 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,  for the  avoidance  of  doubt.  any loss of the
         Vessel  as  provided  in  clause  28(c) of this  Charter  or any  other
         termination of this Charter pursuant to clause 28(b) of this Charter or
         for any other  reason  whatsoever  (other than clause  28(a) and (d) of
         this Charter)  whether provided for in this Charter or available to the
         Charterer  by  operation  of law or  otherwise).  .1f  for  any  reason
         whatsoever this Charter shall be terminated in whole or in part for any
         of the reasons  specifically  provided herein or by operation of law or
         otherwise,  the Charterer  nonetheless agrees to pay to the Owner 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  Charterer  shall be final,,
         and the  Charterer  will  not seek to  recover  all or any part of such
         payment from the Owner for any reason  whatsoever,  except for manifest
         error.
                               PART III - PART V
                               Paragraphs deleted