Exhibit 4.10

Private & Confidential




                              Dated 15 March 2006
                              -------------------





                        KOMARF HOPE 27 SHIPPING COMPANY

                                  as Owner                              (1)



                            KISAVOS SHIPPING CO. LTD.
                                as Charterer                            (2)



                                TOP TANKERS INC.
                            as Charter Guarantor                        (3)

                                       and

                        FORTIS BANK (NEDERLAND) N.V.                    (4)








                       -----------------------------------
                       QUADRIPARTITE DEED relating to m.v.
                                   "Priceless"
                       -----------------------------------



                                                        NORTON ROSE


<PAGE>


                                    Contents
Clause                                                                     Page
1       Definitions ..........................................................2

2       Representations and warranties........................................9

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

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

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

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

7       General Undertakings.................................................18

8       Covenants concerning insurance and operational matters ..............18

9       Powers of Mortgagee to protect security and remedy defaults .........30

10      Powers of Mortgagee on Event of Default..............................30

11      Application of moneys................................................31

12      Remedies cumulative and other provisions.............................32

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

14      Attorney.............................................................33

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

16      Sale of Ship.........................................................33

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

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

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

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

21      Law and jurisdiction ................................................36

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

Schedule 2 Forms of Notices of Assignment of Insurances......................39


<PAGE>


THIS QUADRIPARTITE DEED is dated 15 March 2006

BETWEEN:

(1)  KOMARF HOPE 27 SHIPPING  COMPANY a company  incorporated  under the laws of
     the Republic of the Marshall  Islands whose  registered  office is at Trust
     Company Complex,  Ajeltake Road, Ajeltake Island, Majuro,  Marshall Islands
     MH96960 (the "Owner");

(2)  KISAVOS  SHIPPING CO. LTD., a company  incorporated  in the Republic of the
     Marshall  Islands  whose  registered  office is at Trust  Company  Complex,
     Ajeltake Road,  Ajeltake  Island,  Majuro,  Marshall  Islands  MH96960 (the
     "Charterer");

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

(4)  FORTIS BANK (NEDERLAND) N.V., a company  incorporated under the laws of The
     Netherlands  acting for the  purposes  of this Deed  through  its office at
     Coolsingel 93, 3012 AE Rotterdam, The Netherlands (the "Mortgagee").

WHEREAS:

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

(B)  by a loan  and  guarantee  facility  agreement  (the  "Loan  and  Guarantee
     Facility  Agreement")  dated 9 March  2006 and made  between  (1) the Owner
     (therein  referred  to as the  "Borrower"),  (2) the  banks  and  financial
     institutions  whose names are set out at Schedule 1 thereto as lenders (the
     "Banks"),  (3) the  Mortgagee  as agent,  security  agent and trustee  (the
     "Agent"),   (4)  Fortis  Bank  (Nederland)  N.V.  as  guarantee  bank  (the
     "Guarantee  Bank "), (5) Fortis Bank  (Nederland)  N.V.  as  arranger  (the
     "Arranger")  and (6) Fortis Bank  (Nederland)  N.V. as swap  provider  (the
     "Swap  Provider" and together with the Agent,  the Arranger and the Account
     Bank (as  defined  in the  Loan  and  Guarantee  Facility  Agreement),  the
     Guarantee  Bank and the Banks,  the  "Creditors"),  the Banks agreed (inter
     alia) to advance by way of loan to the Owner, upon the terms and conditions
     therein,  a maximum  aggregate amount of up to thirty three million and six
     hundred  thousand  Dollars  ($33,600,000)  and the Guarantee Bank agreed to
     issue and/or  maintain the  Guarantee (as defined in the Loan and Guarantee
     Facility  Agreement  (the  "Guarantee")  in favour of the  Beneficiary  (as
     defined in the Loan and Guarantee Facility Agreement);

(C)  by a 1992  ISDA  Master  Agreement  dated 9 March  2006 (the  "Master  Swap
     Agreement") made between (1) the Owner and (2) the Swap Provider,  the Swap
     Provider  agreed the terms and  conditions  upon which it would  enter into
     (inter alia) interest rate swap  transactions  with the Owner in respect of
     the Loan  (whether  in  whole  or in part as the  case may be from  time to
     time);

(D)  pursuant to clause 16.1 of the Loan and Guarantee Facility Agreement,  each
     of the Creditors has appointed the Mortgagee as its agent,  security  agent
     and trustee and pursuant to a deed of trust dated q March 2006  executed by
     the Mortgagee (as trustee) in favour of the Creditors, the Mortgagee agreed
     to hold,  receive,  administer  and enforce  this Deed for and on behalf of
     itself and the Creditors;

(E)  pursuant to the Loan and Guarantee  Facility  Agreement and the Master Swap
     Agreement  there has been or will be executed by the Owner in favour of the
     Mortgagee  (as  security  agent  and  trustee  for  and  on  behalf  of the
     Creditors) a first preferred ship mortgage (the "Mortgage") on the Ship and
     the Mortgage of even date herewith has been or will be registered under the
     provisions  of Chapter 3 of the  Maritime  Act 1990 of the  Republic of the
     Marshall  Islands  as  security  for  the  payment  by  the  Owner  of  the
     Outstanding   Indebtedness  (as  those   expressions  are  defined  in  the
     Mortgage);

(F)  by a "Barecon 2001"  bareboat  charter (the  "Charter")  dated 9 March 2006
     made between the Owner and the  Charterer,  the Owner has agreed to let and
     the Charterer has agreed to take the Ship on demise charter for a period of
     sixty (60) months  from the date of  delivery of the Ship to the  Charterer
     thereunder upon the terms and conditions therein mentioned;

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

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

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

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

1        Definitions

1.1      Definitions

         In this Deed, unless the context otherwise requires:

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

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

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

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

         (a)   the Insurances; and

         (b)   any Requisition Compensation;

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

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

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

         "Charter Guarantor's Account' means the interest bearing Dollar account
         of the Charter  Guarantor  opened or (as the context may require) to be
         opened  with the  Mortgagee  (acting  as  Account  Bank)  with  account
         number 0240756I5017407192 and includes any  sub-accounts  thereof
         and any other account  designated in writing by the Mortgagee to be the
         Charter Guarantor's Account for the purposes of this Deed;

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

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

         "Classification"  means the  classification +1 Al tanker for oil ESP EO
         PP3 with the Classification Society or such other classification as the
         Agent shall, at the request of the Owner,  have agreed in writing shall
         be  treated  as the  Classification  in  relation  to the  Ship for the
         purposes of the Security Documents;

         "Classification  Society"  means  Det  Norske  Veritas  or  such  other
         classification  society  which the Agent  shall,  at the request of the
         Owner,  have agreed in writing  shall be treated as the  Classification
         Society  in  relation  to the Ship  for the  purposes  of the  Security
         Documents;

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

         "Commercial  Management  Agreement" means the agreement made or (as the
         context  may  require)  to  be  made  between  the  Charterer  and  the
         Commercial  Manager  in a form  previously  approved  in writing by the
         Agent providing (inter alia) for the Commercial Manager to commercially
         manage the Ship;

         "Commercial  Manager" means Top Tanker Management Inc. of Trust Company
         Complex,  Ajeltake Road, Ajeltake Island,  Majuro,  Marshall Islands MN
         96960 or any other  person  appointed by the  Charterer  with the prior
         written  consent  of the Agent as  commercial  manager  of the Ship and
         includes its successors in title;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Flag  State"  means  the  Marshall  Islands  or such  other  state  or
         territory  acceptable  to the Agent  designated in writing by the Agent
         (acting on the instructions of the Majority  Banks),  at the request of
         the Owner,  as being the "Flag  State" of the Ship for the  purposes of
         the Security Documents;

         "Guarantee" means the guarantee described in recital (B) above;

         "Guarantee  Amount" means any amount owing by the Guarantee Bank to the
         Beneficiary  under  or  pursuant  to the  Guarantee,  which  amount  is
         indemnified  by the  Owner in  accordance  with the Loan and  Guarantee
         Facility Agreement;

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

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

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

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

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

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

         "Loan" means the aggregate  principal  amount owing to the Banks or any
         of them  pursuant to the Loan and Guarantee  Facility  Agreement at any
         relevant time;

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

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

         "Management  Agreements" means the Commercial  Management Agreement and
         the Technical  Management  Agreement and "Management  Agreement"  means
         either of them;

         "Managers" means the Commercial  Manager and the Technical  Manager and
         "Manager means either of them;

         "Master  Swap  Agreement"  means the 1992 ISDA  Master  Agreement  made
         between the Swap Provider and the Owner dated9 March 2006  mentioned in
         recital (C) hereto,  comprising  a 1992 ISDA  Master  Agreement  (and a
         Schedule thereto), together with any Confirmations (as defined therein)
         supplemental thereto;

         "Master Swap  Agreement  Liabilities"  means at any relevant  time, all
         liabilities actual or contingent,  present or future, owing to the Swap
         Provider under the Master Swap Agreement;

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

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

         "Operating  Account"  means the interest  bearing Dollar account of the
         Owner  opened or (as the  context  may  require)  to be opened with the
         Account  Bank and  includes  any  sub-accounts  thereof  and any  other
         account  designated in writing by the Agent to be the Operating Account
         for the purposes of this Agreement;

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

         "Outstanding  Indebtedness"  means  the  aggregate  of the Loan and the
         Guarantee  Amount the Master Swap Agreement  Liabilities,  and interest
         accrued and accruing thereon,  the Expenses and all other sums of money
         from time to time owing by the Owner to the Mortgagee and/or any of the
         other Creditors,  whether actually or contingently,  present or future,
         under or pursuant to the Loan and  Guarantee  Facility  Agreement,  the
         Master Swap Agreement, the Security Documents or any of them;

         "Owner" includes the successors in title and permitted assignees of the
         Owner;

         "Owner's Assigned Property" means:

         (a)   the Charter; (

         (b)    the Charter Guarantee;

         (c)   the Charter Earnings; and (

         (d)    all other Charter Rights;

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

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

         "Relevant  Jurisdiction"  means any  jurisdiction in which or where any
         Security Party is incorporated,  resident,  domiciled,  has a permanent
         establishment,  carries on, or has a place of business or is  otherwise
         effectively connected;

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

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

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

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

         "Security Parties" means,  collectively,  the Owner, the Managers,  the
         Charterer, or any other person who may at any time be a party to any of
         the  Security  Documents  (other  than the  Creditors  and the  Charter
         Guarantor) and "Security Party" means any one of them;

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

         "Shareholder" means Dongbuka No.27 Ship Investment Company of Mora-dong
         795-22, Sasang-gu,Pusan , Republic of Korea;

         "Share Pledge" means the pledge made or (as the context may require) to
         be made between the  Shareholder  and the Agent (as security  agent and
         trustee on behalf of the Creditors) in  substantially  the form set out
         in  Schedule  17, of its rights,  title and  interest in and to all the
         shares in the Owner;

         "Ship"  means the  vessel  m.v.  "Priceless"  registered  as a Marshall
         Islands  ship under  Official  Number  1598 and  includes  any share or
         interest therein and her engines,  machinery,  boats,  tackle,  outfit,
         equipment, spare gear, fuel, consumable or other stores, belongings and
         appurtenances  whether  on board or  ashore  and  whether  now owned or
         hereafter  acquired and also any and all  additions,  improvements  and
         replacements hereafter made in or to such vessel or any part thereof or
         in or to her equipment and appurtenances aforesaid; and

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

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

         "Technical  Manager's  Undertaking" means an undertaking and assignment
         in relation to the Ship  executed or (as the context may require) to be
         executed by the  Technical  Manager in favour of the Agent (as security
         agent and trustee on behalf of the Creditors);

         "Technical  Manager" means V. Ships  Management  Limited of Eaglehurst,
         Belmont  Hill,  Douglas,  Isle of  Man,  IM1  4NY or any  other  person
         appointed by the Commercial  Manager with the prior written  consent of
         the Agent as technical  manager of the Ship and includes its successors
         in title and assignees;

         "Total Loss" means:

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

         (b)   the Compulsory Acquisition of the Ship; or

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

1.2      Insurance terms

         In clause 8.1.1:

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

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

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

1.3      Headings

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

1.4      Construction of certain terms

         In this Deed, unless the context otherwise requires:

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

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

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

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

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

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

1.5      Conflict with Loan and Guarantee Facility Agreement

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

1.6      Conflict with Charter

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

2        Representations and warranties

2.1      Charterer's Continuing representations and warranties

         The  Charterer  represents  and warrants to the  Mortgagee (as security
         agent and  trustee  for and on behalf of the  Creditors)  and the Owner
         that:

2.1.1    Due incorporation

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

2.1.2    Corporate power

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

2.1.3    Binding obligations

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

2.1.4    No conflict with other obligations

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

2.1.5    No filings required

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

2.1.6    Choice of law

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

2.1.7    No immunity

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

2.1.8    Consents obtained

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

2.2      Charter Guarantor's Continuing representations and warranties

         The Charter  Guarantor  represents  and warrants to the  Mortgagee  (as
         security  agent and trustee for and on behalf of the Creditors) and the
         Owner that:

2.2.1    Due incorporation

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

2.2.2    Corporate power

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

2.2.3    Binding obligations

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

2.2.4    No conflict with other obligations

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

2.2.5    No filings required

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

2.2.6    Choice of law

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

2.2.7    No immunity

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

2.2.8    Consents obtained

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

2.3      Charterer's Initial representations and warranties

         The  Charterer  represents  and warrants to the  Mortgagee (as security
         agent and  trustee  for and on behalf of the  Creditors)  and the Owner
         that:

2.3.1    No withholding Taxes

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

2.3.2    Ship's employment

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

2.3.3    Freedom from Encumbrances

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

2.3.4    Commissions etc.

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

2.3.5    Compliance with Environmental Laws and Approvals

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

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

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

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

2.3.6    No Environmental Claims

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

2.3.7    No potential Environmental Claims

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

2.4      Charter Guarantor's Initial representations and warranties

         The Charter  Guarantor  represents  and warrants to the  Mortgagee  (as
         security  agent and trustee for and on behalf of the Creditors) and the
         Owner that:

2.5      No withholding Taxes

         no Taxes are imposed by  withholding  or otherwise on any payment to be
         made by it under the Charter  Guarantee  or are imposed on or by virtue
         of its  execution or delivery of the Charter  Guarantee or this Deed or
         any other document or instrument to be executed or delivered  under the
         Charter Guarantee or this Deed;

2.6      Repetition of representations and warranties

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

3        Assignment

3.1      Charterer's Assignment

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

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

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

3.2      Use of Charterer's name

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

3.3      Reassignment

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

3.4      Liability of Charterer

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

4        Owner's Assignment

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

4.2      Use of Owner's name

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

4.3      Reassignment

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

4.4      Liability of Owner

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

4.5      Acknowledgement by Charterer

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

5        Continuing security and other matters

5.1      Continuing security

         The security created by this Deed shall:

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

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

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

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

5.2      Rights additional

         All the  rights,  remedies  and  powers  vested  in the  Mortgagee  (as
         security agent and trustee on behalf of the Creditors)  hereunder shall
         be in addition to and not a  limitation  of any and every other  right,
         power or remedy vested in the Mortgagee  and/or the other  Creditors or
         any of them under the Loan and Guarantee Facility Agreement, this Deed,
         the Master Swap  Agreement,  the other  Security  Documents or any such
         Collateral  Instrument  or at law and that all the  powers so vested in
         the  Mortgagee  and/or  the  other  Creditors  or  any of  them  may be
         exercised  from time to time and as often as the  Mortgagee  and/or the
         other Creditors or any of them may deem expedient.

5.2.1    No enquiry

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

5.3      Obligations of Owner, Charterer and Mortgagee

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

5.4      Discharge of Mortgage

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

5.5      Liability unconditional

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

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

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

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

5.6      Waiver of Charterer's rights

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

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

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

5.6.3    take any step to  enforce  any  right  against  the  Owner or any other
         person  liable in respect of any  Outstanding  Indebtedness  and/or the
         Master Swap Agreement Liability; or

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

5.7      Suspense account

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

5.8      Settlements conditional

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

5.9      Delivery of certain property

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

5.10     Certificates conclusive

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

5.11     Collateral Instruments

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

6        Charterer's undertakings

         The Charterer  hereby  covenants  with the Mortgagee (as security agent
         and trustee for and on behalf of the  Creditors)  and  undertakes  that
         throughout the Charter Period:

6.1.1    Notice

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

6.1.2    Negative undertakings relating to Charter

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

         (a)   Assignments

               assign  or  otherwise  dispose  of  the  Charterer's  rights  and
               obligations under the Charter;

         (b)   Variations

               agree to any variation of the Charter;

6.1.3    Performance of Charter obligations

         it will perform its obligations under the Charter;

6.1.4    Sub-chartering

         it will not without the prior written consent of the Mortgagee  sub-let
         the Ship on demise charter for any period;

6.1.5    Total Loss recovery

         it  will,  in the  event  that,  upon a  Total  Loss of the  Ship,  the
         Mortgagee is disabled from  recovering  under the  Insurances or any of
         them or the amount of the recovery  thereunder is  diminished  and such
         disablement  or diminution  results from any breach by the Charterer of
         any of its obligations  under this Deed and/or the Charter,  pay to the
         Mortgagee  on demand a sum (which shall be applied in  accordance  with
         clause 12.1 as if the same had been a recovery  under the Insurances in
         respect of such Total  Loss)  equal to the amount  which  would but for
         such disablement have been recoverable  under the Insurances or (as the
         case may be) a sum equal to the amount  hereby the  insurance  recovery
         has been diminished;

6.1.6    Sister ship arrest

         it will, in the event of the Ship at any time being  arrested,  seized,
         detained  or  subjected  to  distress  or levied  upon by reason of any
         process,  claim or Encumbrance of whatsoever  nature arising out of the
         use or  operation  of the Ship by the  Charterer  or any of its agents,
         employees  or  sub-charterers  or any other vessel owned or operated or
         managed by or chartered to the  Charterer or any of its  affiliates  or
         its or their agents, employees or charterers or sub-charterers,  at its
         own expense take prompt action to secure the release of the Ship and be
         responsible for discharging each and every liability in connection with
         any such process, claim or Encumbrance;

6.1.7    Sister ship indemnity

         it will  indemnify the Owner and the Mortgagee and the other  Creditors
         and hold each of them harmless  against all  liabilities  of whatsoever
         nature  (including  penalties claims demands orders or judgments) which
         the Owner or the  Mortgagee  and/or the other  Creditors or any of them
         may suffer or incur in  respect of the Ship and which  arise out of the
         use or  operation  of the Ship or of any other vessel owned or operated
         or managed by or chartered to the Charterer or any of its affiliates or
         its or their agents, employees or charterers or sub-charterers;

6.1.8    Compliance with Environmental Laws

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

6.1.9    Ship's  name and  registration  (a) it will not  change the name of the
         Ship; (b) it will not do or suffer to be done  anything,  or omit to do
         anything,  the doing or omission of which could or might  result in the
         Ship not being eligible for registration under the laws and flag of the
         Flag State on and after Delivery or result in such  registration  being
         forfeited  or  imperilled  or which  could or might  result in the Ship
         being required to be registered  otherwise than under the laws and flag
         of the Flag State;

6.1.10   Abandonment

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

6.1.11   Charterer's Manager

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

6.1.12   Encumbrances

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

6.1.13   Notification of certain events

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

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

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

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

7        General Undertakings

7.1      The Charter Guarantor hereby agrees and undertakes to the Mortgagee (as
         security agent and trustee for and on behalf of the Secured  Creditors)
         that it will at all times throughout the Security Period:

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

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

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

         (c)   at the  time of the  delivery  of the  annual  audited  financial
               statements,  a statement  from the Charter  Guarantor's  auditors
               stating  the  respective  amounts  of the Net Asset  Value,  Book
               Equity,  the  Total  Debt and the  Total  Market  Value  Adjusted
               Assets,  in  respect  of or, as the case may be, as at the end of
               the  financial  year to which such  financial  statements  relate
               indicating the manner in which the same have been  calculated and
               whether or not the limits imposed by clauses 7.2.1,  7.2.2, 7.2.6
               and 7.2.7 have or have not been exceeded at such time and so that
               each such statement shall (in the absence of manifest error or in
               the absence of the Mortgagee  reaching a different  determination
               pursuant to clause 1.2.10) be conclusive evidence of such amounts
               or facts for the purposes of this Deed; and

7.1.2    comply with its obligations under the Charter Guarantee.

7.2      Financial Undertakings

         The Charter Guarantor hereby agrees and undertakes to the Mortgagee (as
         security agent and trustee for and on behalf of the Secured  Creditors)
         that it will at all times throughout the Security Period:

7.2.1    ensure that,  for the first nine (9) months after the Drawdown  Date, a
         minimum  amount  of  twenty  million  Dollars  ($20,000,000)  shall  be
         standing to the credit of the Charter  Guarantor's Account and that for
         the period commencing nine months after the Drawdown Date and ending on
         the final date of the Security  Period, a minimum amount of twenty five
         million  dollars  ($25,000,000)  shall be standing to the credit of the
         Charter  Guarantor's  Account and further ensure that at any time there
         are no  Encumbrances  whatsoever  existing  over or in relation to such
         minimum amounts;

7.2.2    ensure that an aggregate  minimum amount of fifty million Dollars shall
         at all times  during the  Security  Period be standing to the credit of
         accounts of the Charter  Guarantor  (including the Charter  Guarantor's
         Account) and the Charter  Guarantor shall evidence  compliance with the
         terms of this  clause  at no later  than  three (3)  monthly  intervals
         throughout  the  Security   Period  or  otherwise   promptly  upon  the
         Mortgagee's first written request;

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

7.2.4    provide details to the Agent at three (3) monthly intervals  evidencing
         the operating expenses and the Earnings of the Ship;

7.2.5    ensure that on the Drawdown  Date,  the minimum  average length of time
         that Fleet Vessels are employed on time charter for is eighteen months;

7.2.6    ensure that its Net Asset Value at all times exceeds $125,000,000; and

7.2.7    ensure that its Book Equity shall at all times exceed $75,000,000.

7.2.8    For the  purpose  of this  clause  7.2 and clause  7.3,  the  following
         expressions shall have the following meanings:

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

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

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

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

         (c)   deducting (so far as not otherwise  excluded as  attributable  to
               minority interests) a sum equal to the aggregate of the amount by
               which  the book  value of any fixed  assets of any  member of the
               Group has been written up after 31 December 2005 (or, in the case
               of a company  becoming a subsidiary  after that date, the date on
               which that company became a subsidiary) by way of revaluation not
               being,  in any such case, a revaluation  of all the Group's fixed
               assets in  accordance  with a valuation  report from  independent
               valuers approved by the Mortgagee so long as any such revaluation
               is carried  out not more  frequently  than once every five years.
               For the purposes of this  paragraph  (c) any increase in the book
               value of any  fixed  asset  resulting  from its  transfer  by one
               member of the  Group to  another  member  of the  Group  shall be
               deemed to result  from a writing  up of its book  value by way of
               revaluation;

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

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

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

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

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

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

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

         "Earnings"  means all earnings of the Ship payable under or pursuant to
         any Time  Charters  entered  into in relation to the ship,  or else any
         other  charters  entered  into  by  the  Charterer  in  respect  of the
         employment of the Ship;

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

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

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

         "Fleet  Vessels"  means any vessels  owned,  or  chartered on long-term
         demise charter to any member of the Group;

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

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

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

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

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

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

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

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

         (e)   rental payments under Finance Leases;

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


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

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

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

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

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

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

         PROVIDED THAT

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

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

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

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

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

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

7.2.10   The  compliance of the Charter  Guarantor with the covenants set out in
         clauses 7.2.1,  7.2.2, 7.2.6 and 7.2.7 shall be determined on the basis
         of calculations  made by the Mortgagee at any time by reference to then
         latest consolidated  financial statements of the Group delivered to the
         Mortgagee  pursuant to clause 7.1.1.  For the avoidance of doubt, it is
         hereby  agreed  that the  Mortgagee  shall  be  entitled  to make  such
         determinations and/or calculations at any time when, and in relation to
         any period in relation to which, the Charter Guarantor shall be obliged
         to comply with each of the  covenants out in clauses  7.2.1,  7.2.2 and
         7.2.7 without regard to when any such  financial  statements are due to
         be delivered or have been actually  delivered to the Mortgagee pursuant
         to clause 7.1.

7.2.11   For the purposes of this clause 7.2:

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

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

7.3      Valuation of Relevant Ships

7.3.1    Valuations

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

7.3.2    Information

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

7.3.3    Costs

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

8        Covenants concerning insurance and operational matters

8.1      Covenants

         The Charterer  hereby  covenants  with the Mortgagee (as security agent
         and  trustee  for  and on  behalf  of  the  Creditors)  and  undertakes
         throughout the Charter Period:

8.1.1    Insurance

         (a)   Insured risks, amounts and terms

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

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

                    (A)  the value of the Ship for the time being (as determined
                         by the  Mortgagee  pursuant to clause 8.2.2 of the Loan
                         and Guarantee Facility Agreement); and

                    (B)  such  amount as will be at least  equal to one  hundred
                         and thirty per cent (130%) of the aggregate of the Loan
                         and the Guarantee Amount;

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

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

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

               and to pay to the Mortgagee the cost (as  conclusively  certified
               by the  Mortgagee)  of (A)  any  mortgagee's  interest  insurance
               (including,  if  the  Mortgagee  shall  so  require,  mortgagee's
               additional  perils  (including all P&I risks) coverage) which the
               Mortgagee  may from time to time  effect in  respect  of the Ship
               upon such terms in such  amounts as it shall deem  desirable  and
               (B) any other  insurance  cover which the Mortgagee may from time
               to time  effect in respect  of the Ship  and/or in respect of its
               interest or potential  third party  liability as mortgagee of the
               Ship as the Mortgagee  shall deem desirable  having regard to any
               limitations  in  respect  of amount or extent of cover  which may
               from time to time be  applicable  to any of the other  insurances
               referred  to in  this  clause  5.1.1(a);

         (b)   Approved brokers, insurers and associations

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

         (c)   Fleet liens, set-off and cancellation

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

         (d)   Payment of premiums and calls

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


         (e)   Renewal

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

         (f)   Guarantees

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

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

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

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

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

         (i)   Extent of cover and exclusions

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

         (j)   Correspondence with brokers and associations

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

         (k)   Collection of claims

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

         (l)   Employment of Ship

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

         (m)   Application of recoveries

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

8.1.2    Ship's registration

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

8.1.3    Repair

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

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

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

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

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

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

8.1.5    Maintenance of class; compliance with regulations

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

8.1.6    Surveys

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

8.1.7    Inspection

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

8.1.8    Prevention of and release from arrest

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

8.1.9    Employment

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

8.1.10   Information

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


8.1.11   Notification of certain events

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

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

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

         (c)   any requisition of the Ship for hire;

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

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

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

         (g)   the occurrence of any Default;

8.1.12   Payment of outgoings and evidence of payments

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

8.1.13   Repairers' liens

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

8.1.14   Chartering

         save for any Time Charter, not without the prior written consent of the
         Mortgagee  (which the  Mortgagee  shall have full  liberty to withhold)
         and, if such consent is given,  only subject to such  conditions as the
         Mortgagee may impose, to let the Ship:

         (a)   on demise charter for any period;

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

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

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

8.1.15   Sharing of Earnings

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

8.1.16   Manager

         not without the prior  written  consent of the  Mortgagee  to appoint a
         manager of the Ship other than the Commercial  Manager or the Technical
         Manager, or terminate or amend the terms of the Management Agreements;

8.1.17   Notice of Mortgage

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

                              "NOTICE OF MORTGAGE"

         This Ship is subject to a first  preferred  mortgage in favour of [here
         insert name of Mortgagee] of [here insert address of Mortgagee].  Under
         the said  mortgage,  neither the Owner nor any charterer nor the Master
         of this Ship has any right,  power or  authority  to  create,  incur or
         permit to be imposed  upon this Ship any  commitments  or  encumbrances
         whatsoever other than for crew's wages and salvage"

         and in terms of the said  notice  it is  hereby  agreed  that  save and
         subject  as  otherwise  herein  provided,  neither  the  Owner  nor the
         Charterer  nor any other  charterer  nor the Master of the Ship nor any
         other  person has any right,  power or  authority  to create,  incur or
         permit to be imposed upon the Ship any lien  whatsoever  other than for
         crew's wages and salvage;


8.1.18   Anti-drug abuse

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

8.1.19   Compliance with environmental laws

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

8.1.20   Compliance with ISM Code

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

8.1.21   Withdrawal of DOC and SMC

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

8.1.22   Issuance of DOC and SMC

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

8.1.23   ISPS Code compliance

         and will procure that any Operator of the Ship will:

         (a)   maintain at all times a valid and current ISSC in respect of such
               Ship;

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

         (c)   procure  that the Ship will  comply  at all  times  with the ISPS
               Code; and

8.1.24 Substitute performance of Mortgage

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

9        Powers of Mortgagee to protect security and remedy defaults

9.1      Protective action

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

9.2      Remedy of defaults

         Without prejudice to the generality of the provisions of clause 9.1:

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

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

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

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

10       Powers of Mortgagee on Event of Default

10.1     Powers

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

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

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

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

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

10.2     Liability of Mortgagee

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

11       Application of moneys

11.1     Application

         All moneys received by the Mortgagee (as security agent and trustee for
         and on behalf of the Creditors) in respect of:

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

11.1.2   Requisition Compensation; and

11.1.3   the Owner's Assigned Property,

         shall be held by it upon  trust in the first  place to pay or make good
         the Expenses and the balance  shall be applied in the manner  specified
         in clause 13.1 of the Loan and  Guarantee  Facility  Agreement  and the
         surplus  (if any) shall be paid to the  Owner,  the  Charterer  or such
         other person as may for the time being be entitled thereto.

11.2     Shortfalls

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

11.3     Application of Insurances received by Mortgagee

         Any moneys  received  by the  Mortgagee  in  respect of the  Insurances
         (other than in respect of recovery under any loss of earnings insurance
         or in respect of a Total  Loss)  pursuant  to the  Mortgage  and/or the
         assignments by the Charterer contained in clause 3.1 and 5.2 shall:

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

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

12       Remedies cumulative and other provisions

12.1     No implied waivers; remedies cumulative

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

12.2     Delegation

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

13       Costs and indemnity

13.1     Costs

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

13.2     Mortgagee's indemnity

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

14       Attorney

14.1     Power

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

14.2     Exercise of power

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

14.3     Filings

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

15       Further assurance

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

16       Sale of Ship

16.1     Termination of Charter

         Notwithstanding  anything  contained  in the  Charter,  if and when the
         Mortgagee  becomes  entitled  to put into  force and  exercise  all the
         powers  possessed by it as mortgagee of the Ship or otherwise  pursuant
         to the  Mortgage  or at any time  thereafter,  the  Mortgagee  shall be
         entitled (but not bound) to determine the Charter at any time by notice
         in writing to the Owner and the Charterer which notice shall operate to
         determine the Charter forthwith if the Ship is then in port and free of
         cargo or otherwise upon completion of the voyage  (including  discharge
         of cargo if any) upon  which the Ship was  engaged at the time when the
         said notice to determine was given.  Upon  determination of the Charter
         pursuant to this clause 16.1 hereof all  liabilities  whatsoever of the
         Owner thereunder shall be absolutely discharged and extinguished.

16.2     Preservation of Owner's rights

         If the  circumstances  in which the Mortgagee  becomes  entitled  under
         clause  16.1 to  determine  the  Charter  shall  constitute  or include
         grounds on which the Owner was  entitled  to  determine  the same,  any
         determination  by the  Mortgagee  shall (as  between  the Owner and the
         Charterer)  operate as an  acceptance  by the Owner of the  Charterer's
         repudiation of the Charter and the Owner's right to recover  damages in
         respect of such repudiation shall be fully preserved.

16.3     Remedy of Owner's breach

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

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

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

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

16.4     Sale free of or subject to Charter

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

16.5     Sale subject to Charter

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

16.6     Sale free of Charter

         Without  prejudice  to  clause  16.1,  if the Ship is sold  free of the
         Charter,  the Owner and the  Charterer  shall  enter  into such form of
         agreement or agreements as the Mortgagee may require for  determination
         of the Charter by mutual consent.

17       Continuation of Charter Period

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

18       Notices

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

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

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

18.1.3   be sent:

         (a)   to the Owner at:

               c/o   Korea Marine Fund  Corporation
               22F, Kyobo Bidg.,  1, Jongno 1-ga
               Jongno-gu, Seoul, Korea

               Fax   No. : +(822) 3210-0100
               Attention: Kyung-Hwan Cho

         (b)   to the Charterer at:

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


               Fax   no: + 30 210 69 78107-8
               Attention Stamatis Tsantanis

         (c)   to the Mortgagee at:

               Fortis Bank (Nederland) N.V.
               Coolsingel 93
               3012 AE Rotterdam
               The Netherlands

               Fax   no: 00 3110 401 5323
               Attention: Gees Kamphof


         (d)   to the Charter Guarantor at:


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


               Fax   no: + 30 210 69 78107-8
               Attention: Stamatis Tsantanis

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

19       Counterparts

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

20       Severability of provisions

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

21       Law and jurisdiction

21.1     Law

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

21.2     Submission to jurisdiction

         For the benefit of the Mortgagee,  the parties hereto irrevocably agree
         that any legal action or proceedings  in connection  with this Deed may
         be brought in the English courts, or in the courts of any other country
         chosen by the  Mortgagee,  each of which  shall  have  jurisdiction  to
         settle any  disputes  arising out of or in  connection  with this Deed.
         Each of the Owner the Charterer and the Charter  Guarantor  irrevocably
         and unconditionally  submits to the jurisdiction of the English courts,
         and the courts of any country  chosen by the  Mortgagee  and the Owner,
         the Charterer and the Charter Guarantor irrevocably designate,  appoint
         and  empower DLA Piper  Rudnick  Gray Cary UK LLP at present of 3 Noble
         Street, London EC2V 7EE (in the case of the Owner) and Top Tankers (UK)
         Limited at present  of 50 Park  Street,  W1K 2JJ London (in the case of
         the Charterer and the Charter Guarantor) to receive,  for it and on its
         behalf,  service of process  issued  out of the  English  courts in any
         legal action or proceedings  arising out of or in connection  with this
         Deed. The submission to such  jurisdiction  shall not (and shall not be
         construed  so  as  to)  limit  the  right  of  the  Mortgagee  to  take
         proceedings  against the Owner and/or the Charterer  and/or the Charter
         Guarantor  in any other court of competent  jurisdiction  nor shall the
         taking of  proceedings  in any one or more  jurisdictions  preclude the
         taking of proceedings in any other jurisdiction,  whether  concurrently
         or not. The parties  further  agree that only the courts of England and
         not those of any other State shall have  jurisdiction  to determine any
         claim which the Owner or the  Charterer  or the Charter  Guarantor  may
         have against the Mortgagee  arising out of or in  connection  with this
         Deed.

21.3     Contracts (Rights of Third Parties) Act 1999

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

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


<PAGE>

                                   Schedule 1
                          Forms of Loss Payable Clauses

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

         By a General  Assignment dated            2006, KOMARF HOPE 27 Shipping
         Company  Limited  (the  "Owner")  and  by a  Quadripartite  Deed  dated
                           2006,  KISAVOS  SHIPPING  CO. LTD.  of Trust  Company
         Complex,  Ajeltake Road,  Ajeltake  Island,  Majuro,  Marshall  Islands
         MH96960 (the "Charterer") have each assigned to FORTIS BANK (NEDERLAND)
         N.V.  of  Coolsingel  93,  3012  AE  Rotterdam,  The  Netherlands  (the
         "Mortgagee")  (as  security  agent and trustee for and on behalf of the
         Creditors as herein defined (the  "Creditors")) all the Owner's and the
         Charterer's  rights,  title and  interest  in and to all  policies  and
         contracts of  insurance  from time to time taken out or entered into by
         or for the benefit of the Owner and/or the Charterer in respect of m.v.
         "Priceless" and accordingly:

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

         (b)   all other claims hereunder shall be paid in full to the Charterer
               or to its  order,  unless  and until  the  Mortgagee  shall  have
               notified insurers  hereunder to the contrary,  whereupon all such
               claims  shall be paid to the  Mortgagee  (as  security  agent and
               trustee for and on behalf of the Creditors) or to its order.

(2)      Protection and indemnity

         Payment of any recovery which KOMARF HOPE 27 Shipping  Company  Limited
         of Trust Company  Complex,  Ajeltake  Road,  Ajeltake  Island,  Majuro,
         Marshall  Islands  MH96960 (the  "Owner") or KISAVOS  SHIPPING CO. LTD.
         (the  "Charterer")  is  entitled  to  make  out  of  the  funds  of the
         Association in respect of any liability,  costs or expenses incurred by
         the Owner or the Charterer, shall be made to the Owner or the Charterer
         or to its order,  unless and until the  Association  receives notice to
         the contrary from FORTIS BANK  (NEDERLAND)  N.V. of Coolsingel 93, 3012
         AE Rotterdam,  The  Netherlands  (the  "Mortgagee")  in which event all
         recoveries  shall  thereafter  be paid to the Mortgagee or their order;
         provided that no liability  whatsoever shall attach to the Association,
         its  Managers  or their  agents for  failure to comply  with the latter
         obligation until the expiry of two clear business days from the receipt
         of such notice.


<PAGE>


                                   Schedule 2
                     Forms of Notices of Assignment of Insurances

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

KOMARF  HOPE 27 SHIPPING  of Trust  Company  Complex,  Ajeltake  Road,  Ajeltake
Island, Majuro,  Marshall Islands MH96960 (the "Owner") and KISAVOS SHIPPING CO.
LTD (the "Charterer") of Trust Company Complex,  Ajeltake Road, Ajeltake Island,
Majuro,  Marshall Islands MH96960 the owners and demise charterers  respectively
of the m.v.  "Priceless"  HEREBY GIVE NOTICE that by a General  Assignment dated
                       2006 and  entered  into by the  Owner  with  FORTIS  BANK
(NEDERLAND)  N.V. (the  "Mortgagee")  (as security  agent and trustee for and on
behalf  of  the  Creditors  as  herein  defined  (the  "Creditors"))  and  by  a
Quadripartite  Deed dated 2006 and entered into by the  Charterer  and the Owner
with the  Mortgagee  (as  security  agent and  trustee  for and on behalf of the
Creditors),  there has been assigned by us to the  Mortgagee (as security  agent
and trustee for and on behalf of the Creditors) as mortgagees of the said vessel
all insurances in respect thereof,  including the insurances  constituted by the
policy whereon this notice is endorsed.



Signed

For and on behalf of

KOMARF HOPE 27 Shipping Company Limited

Dated                             2006



Signed

For and on behalf of

KISAVOS SHIPPING CO. LTD

Dated                             2006


<PAGE>

SIGNED, SEALED and DELIVERED as a       )
DEED by Jun Hyung Jon                   )
for and on behalf of                    )       /s/ Jun Hyung Jon
KOMARF HOPE 27 SHIPPING COMPANY         )       ----------------------
pursuant to a Unanimous Written         )       Authorized Signatory
Consent of Board of Directors and       )
Sole Shareholder dated 9 March 2006     )


in the presence of:

Witness:  /s/ Byung Young Yu
Name:     Byung Young Yu
Address:  22F, Kyobo Bldg., 1, Jongno 1-gu,
          Hongno-gu, Seoul, 110-714

Occupation:  Deputy General Manager, KOMARF



SIGNED, SEALED and DELIVERED as a       )
DEED by                                 )
for and on behalf of                    )
KISAVOS SHIPPING CO. LTD.               )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated               2006                )


in the presence of:


Witness:
Name:
Address:
Occupation:
<PAGE>

SIGNED, SEALED and DELIVERED as a       )
DEED by                                 )
for and on behalf of                    )
KOMARF HOPE 27 SHIPPING COMPANY         )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated               2006                )


in the presence of:


Witness:
Name:
Address:
Occupation:


SIGNED, SEALED and DELIVERED as a       )
DEED by Stamatis Tsantanis              )
for and on behalf of                    )       /s/ C. Kamphof
KISAVOS SHIPPING CO. LTD                )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated 8 March       2006                )


in the presence of:


Witness:  /s/ Andreas Louca
Name:     Andreas Louca
Address:  Top Tanker Management Inc.
          109-111 Messogion Av, 155 26. Greece
Occupation:  Advocate
<PAGE>

SIGNED, SEALED and DELIVERED as a       )
DEED by Stamatis Tsantanis              )
for and on behalf of                    )       /s/ C. Kamphof
TOP TANKERS INC.                        )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated 8 March 2006                      )


in the presence of:

Witness:  /s/ Andreas Louca
Name:     Andreas Louca
Address:  Top Tanker Management Inc.
          109-111 Messogion Av, 155 26. Greece

Occupation:  Advocate


SIGNED, SEALED and DELIVERED as a       )
DEED by                                 )
for and on behalf of                    )
FORTIS BANK (NEDERLAND) N.V.            )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated               2006                )

in the presence of:

Witness:
Name:
Address:
Occupation:
<PAGE>

SIGNED, SEALED and DELIVERED as a       )
DEED by Stamatis Tsantanis              )
for and on behalf of                    )
TOP TANKERS INC.                        )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated 8 March 2006                      )


in the presence of:

Witness:
Name:
Address:
Occupation:


SIGNED, SEALED and DELIVERED as a       )
DEED by Cees Kamphof                    )
for and on behalf of                    )       /s/ C. Kamphof
FORTIS BANK (NEDERLAND) N.V.            )       ----------------------
pursuant to a power of attorney         )       Attorney-in-Fact
dated 8 March 2006                      )


in the presence of:


Witness:  /s/ G.J. Meyee
Name:     G.J. Meyee
Address:  Cooloungelgs
          3012 AE Rottendam
          The Netherlands
Occupation:  Secretary