|                          | Approved by                               | Approved by                                |
|-------------------------------|-------------------------------------------|--------------------------------------------|
|                          | the documentary Committee of The          | the International Ship Sub-Managers’ |
| Printed by BIMCO’s idea | Japan Shipping Exchange Inc., Tokyo  |  Association  (ISMA)        |

| 1.   | Date of Agreement                                                                                                                                                      |      | THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)                                                                                                                          |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      | 1st July 2010                                                                                                                                                          |      | STANDARD SHIP MANAGEMENT AGREEMENT                                                                                                                                             |
|      |                                                                                                                                                                   |      | CODE NAME: "SHIPMAN 98"                                                                                                                                                        |
|      | M/V AMALFI                                                                                                                                                             |      |                                                                                                                                                                           |
|      |                                                                                                                                                                   |      |  Part 1                                                                                                                                                                   |
| 2.   | Owner (name, place of registered office and law of registry) (Cl. 1)AMALFI SHIPPING COMPANY LIMITED                                                               | 3.   | Managers (name, place of registered office and law of registry) (Cl. 1)CENTRAL MARE INC                                                                                   |
|      | Name                                                                                                                                                                   |      | Name                                                                                                                                                                           |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
|      | The Trust Company Complex, Ajeltake Road , Ajeltake Island, Majuro, Marshall Islands                                                                                   |      | The Trust Company Complex, Ajeltake Road , Ajeltake Island, Majuro, Marshall Islands                                                                                           |
|      | Place of registered office                                                                                                                                        |      | Place of registered office                                                                                                                                                |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
|      | Marshall Islands                                                                                                                                                       |      | Marshall Islands                                                                                                                                                               |
|      | Law of registry                                                                                                                                                        |      | Law of registry                                                                                                                                                                |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 4.   | Day and year of commencement of Agreement (Cl. 2)                                                                                                                 |      |                                                                                                                                                                           |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
|      | 1st July 2010                                                                                                                                                          |      |                                                                                                                                                                           |
| 5.   | Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)                                                                                      | 6.        | Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)                                                                                         |
|      | YES                                                                                                                                                                    |      | YES                                                                                                                                                                            |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 7.   | Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)                                                                                | 8.   | Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)                                                                                       |
|      | YES                                                                                                                                                                    |      | YES                                                                                                                                                                            |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 9.   | Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)                                                                                  | 10.  | Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)                                                                               |
|      | YES                                                                                                                                                                    |      | YES                                                                                                                                                                            |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 11.  | Provisions (state “yes” or “no” as agreed) (Cl. 3.7)                                                                                           | 12.  | Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)                                                                                                    |
|      | YES                                                                                                                                                                    |      | YES                                                                                                                                                                            |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 13.  | Chartering Services (only to be filled in if  “yes” stated in box 7) (Cl . 3.3(i))                                                               | 14.  | Managers’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)(i                                                                                                  |
|      | FOR THE ENTIRE DURATION OF THIS AGREEMENT                                                                                                                              |      | ( i )                                                                                                                                                                          |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 15.  | Annual Management Fee (state annual amount) (Cl. 8.1)                                                                                                                  | 16.  | Severance Costs (state maximum amount) (Cl. 8.4(ii))                                                                                                                           |
|      | AS PER ANNEX “E”                                                                                                                                           |      | AT COST AS PER SEAMEN COLLECTIVE AGREEMENT                                                                                                                                     |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 17.  | Day and year of termination of Agreement (Cl. 17)                                                                                                                      | 18.  | Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)                                                               |
|      | FIVE YEARS FROM COMMENCEMENT                                                                                                                                           |      | AS PER CLAUSE 19.1                                                                                                                                                             |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
| 19.  | Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)                                       | 20.  | Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)                                             |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |
|      | TOP SHIPS INC.1, VAS.SOFIAS & MEG. ALEXANDROU STR.,15124, MAROUSSI, ATHENS, GREECEE-mail: vi@topships.orgFax      : +30 210 6141 276 |      | CENTRAL MARE INC.1, VAS.SOFIAS & MEG. ALEXANDROU STR.,15124, MAROUSSI, ATHENS, GREECEE-mail: info@centralmare.comFax      : +30 210 8020 364 |
|      |                                                                                                                                                                   |      |                                                                                                                                                                           |

|   | It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget), and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein.  In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further.. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Signature(s) (Owners) AMALFI SHIPPING COMPANY LIMITED  |   | Signature(s) (Managers) CENTRAL MARE INC.  |
|--------|------------------------------------------------------------------|--------|------------------------------------------------------|

----

|   |
|--------|

|  TYPE OF VESSEL         | DRY BULK CARRIER             |
|------------------------------|------------------------------|
|  IMO NUMBER             | 9218337                      |
|  FLAG                   | MARSHALL ISLANDS             |
|  YEAR & PLACE BUILT | 2000 - TSUNEISHI PHILIPPINES |
|  CLASS SOCIETY          | BUREAU VERITAS               |
|  CALL SIGN              | V7LY9                        |
|  LOA, BREADTH, DEPTH    | 185.74 m / 30.40 m / 16.5 m  |
|  SDWT - DRAFT           | 45,526 MT @ 11.6 M           |
|  NRT/GRT                | 14,872 MT / 26,091 MT        |

----

| Master          | 1  | Filipino |
|-----------------|----|----------|
| Chief Mate      | 1  | Filipino |
| 2nd Mate        | 1  | Filipino |
| 3rd Mate        | 1  | Filipino |
| Chief Engineer  | 1  | Filipino |
| 2nd Engineer    | 1  | Filipino |
| 3rd Engineer    | 1  | Filipino |
| Electrician     | 1  | Filipino |
| Bosum           | 1  | Filipino |
| AB              | 3  | Filipino |
| Deck Cadet (OS) | 2  | Filipino |
| Fitter          | 1  | Filipino |
| Oiler           | 2  | Filipino |
| Engine Cadet    | 1  | Filipino |
| Cook - Steward  | 1  | Filipino |
| Catering Boy    | 2  | Filipino |
| CREW TOTAL      | 21 |     |

----

|   |
|--------|

----

|   |
|--------|

| M/T DAUNTLESS       |
|---------------------|
| M/T IOANNIS P       |
| M/V ASTRALE         |
| M/V AMALFI          |
| M/V PEPITO          |
| M/V CYCLADES        |
| M/V PAPILLON        |
| M/T MISS MARILENA   |
| M/T LICHTENSTEIN    |
| M/T IONIAN WAVE     |
| M/T TYRRHENIAN WAVE |
| M/T BRITTO          |
| M/T HONGBO          |

----

| Management Fee:                                                                                          | EURO 650 per day, for vessel on Time Charter, or Spot Charter.                                         |
|---------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|
| Annual Increase:                                                                                         | 3% per annum for all fees. To be reviewed after the 5th anniversary.                                   |
| Services for SOX Compliance:                                                                             | EURO 100 per day.                                                                                      |
| Commercial Operation & Freight Collection services:                                                  | EURO 90 per day.                                                                                       |
| Managers’ Superintendent’s Fee:                                                              | EURO 500 per day, plus actual expenses.                                                                |
| Information System Fee:                                                                                  | EURO 10,000 per year.                                                                                  |
| Commission on derivative agreements and new loan financing or loan refinancing:                          | 0.2%                                                                                                   |
| Commission on all NEW hires / gross freight /demurrage/ ballast Bonus:                                   | 1.25%                                                                                                  |
| Commission on all EXISTING hires / gross freight /demurrage/ ballast Bonus  for post fixture:  | 0.75%                                                                                                  |
| Sales and Purchase Commission:                                                                           | 1% of the sale or the purchase Price                                                                   |
| Insurance Services:                                                                                      | 5% of the total insurance premiums per vessel                                                          |
| In-house claims handling:                                                                                     | EURO 150 per person per day of 8 hours for handling all claims other than insurance and salvage.  |
| Legal fees for claims and generalCorporate services:                                                          | At cost.                                                                           |

| 1. | Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses resulting from the introduction of a new, or a change in the interpretation of applicable laws and regulations, or concerning ship management services.  |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such deductible range.                                                                                                                                              |
| 3. | Owners to pay any tax, dues, or ransom in a case of piracy, or fines imposed on vessel or Manager, due to the operation of the vessel.                                                                                                                                           |
| 4. | The above management fees are agreed on the basis of the number of the associated vessels as per ANNEX D of this agreement.                                                                                                                                                      |

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| 1. Definitions                                                                   | 1      | for the duties for which they are engaged and are in possession                                       | 66     |
|----------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|
| In this Agreement save where the context otherwise requires,                     | 2      | of valid medical certificates issued in accordance with                                               | 67     |
| the following words and expressions shall have the meanings                      | 3      | appropriate flag State requirements. In the absence of                                                | 68     |
| hereby assigned to them.                                                         | 4      | applicable flag State requirements the medical certificate shall                                      | 69     |
|                                                                             |   | be dated not more than three months prior to the respective                                           | 70     |
| "Owners" means the party identified in Box 2.                                    | 5      | Crew members leaving their country of domicile and                                                    | 71     |
| "Managers" means the party identified in Box 3.                                  | 6      | maintained for the duration of their service on board the Vessel;                                     | 72     |
| "Vessel" means the vessel or vessels details of which are set                    | 7      | (iv) ensuring that the Crew shall have a command of the English                                       | 73     |
| out in Annex "A" attached hereto.                                                | 8      |        language of a sufficient standard to enable them to perform | 74     |
| "Crew" means the Master, officers and ratings of the numbers,                    | 9      |        their duties safely;                                        | 75     |
| rank and nationality specified in Annex "B" attached hereto.                     | 10     | (v)  arranging transportation of the Crew, including repatriation;                          | 76     |
| "Crew Support Costs" means all expenses of a general nature                      | 11     | (vi) training of the Crew and supervising their efficiency;                                           | 77     |
| which are not particularly referable to any individual vessel for                | 12     | (vii) conducting union negotiations;                                                                  | 78     |
| the time being managed by the Managers and which are incurred                    | 13     | (viii) operating the Managers' drug and alcohol policy unless                                         | 79     |
| by the Managers for the purpose of providing an efficient and                    | 14     |         otherwise agreed.                                     | 80     |
| economic management service and, without prejudice to the                        | 15     | 3.2 Technical Management                                                                              | 81     |
| generality of the foregoing, shall include the cost of crew standby              | 16     | (only applicable if agreed according toBox 6)                                                         | 82     |
| pay, training schemes for officers and ratings, cadet training                   | 17     | The Managers shall provide technical management which                                                 | 83     |
| schemes, sick pay, study pay, recruitment and interviews.                        | 18     | includes, but is not limited to, the following functions:                                             | 84     |
| "Severance Costs" means the costs which the employers are                        | 19     | (i)  provision of competent personnel to supervise the                                      | 85     |
| legally obliged to pay to or in respect of the Crew as a result of               | 20     | maintenance and general efficiency of the Vessel;                                                     | 86     |
| the early termination of any employment contract for service on                  | 21     | (ii)arrangement and supervision of dry dockings, repairs,                                             | 87     |
| the Vessel.                                                                      | 22     | alterations and the upkeep of the Vessel to the standards                                             | 88     |
| "Crew Insurances" means insurances against crew risks which                      | 23     | required by the Owners provided that the Managers shall                                               | 89     |
| shall include but not be limited to death, sickness, repatriation,               | 24     | be entitled to incur the necessary expenditure to ensure                                              | 90     |
| injury, shipwreck unemployment indemnity and loss of personal                    | 25     | that the Vessel will comply with the law of the flag of the                                           | 91     |
| effects.                                                                         | 26     | Vessel and of the places where she trades, and all                                                    | 92     |
| "Management Services" means the services specified in sub-                       | 27     | requirements and recommendations of the classification                                                | 93     |
| clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.                  | 28     | society;                                                                                              | 94     |
| "ISM Code" means the International Management Code for the                       | 29     | (iii); Arrangement of the supply of necessary stores, spares and                                      |   |
| Safe Operation of Ships and for Pollution Prevention as adopted                  | 30     | lubricating oil;                                                                                      | 96     |
| by the International Maritime Organization (IMO) by resolution                   | 31     | (iv) appointment of surveyors and technical consultants as the                                        | 97     |
| A.741(18) or any subsequent amendment thereto.                                   | 32     | Managers may consider from time to time to be necessary;                                              |   |
| "STCW 95" means the International Convention on Standards                        | 33     | (v) development, implementation and maintenance of a Safety                                           | 99     |
| of Training, Certification and Watchkeeping for Seafarers, 1978,                 | 34     | Management System (SMS) in accordance with the ISM                                                    | 100    |
| as amended in 1995 or any subsequent amendment thereto.                          | 35     | Code (see sub-clauses 4,2 and 5;3).                                                                   |   |
| 2. Appointment of Managers                                                       | 36     | 3.3 Commercial Management                                                                             | 102    |
| With effect from the day and year stated in Box 4 and continuing                 | 37     | (only applicable if agreed according to Box 7)                                                        | 103    |
| unless and until terminated as provided herein, the Owners                       | 38     | The Managers shall provide the commercial operation of the                                            | 104    |
| hereby appoint the Managers and the Managers hereby agree                        | 39     | Vessel, as required by the Owners, which includes, but is not                                         | 105    |
| to act as the Managers of the Vessel.                                            | 40     | limited to, the following functions:                                                                  | 106    |
| 3. Basis of Agreement                                                            | 41     | (i)   providing chartering services in accordance with the Owners'                     | 107    |
| Subject to the terms and conditions herein provided, during the                  | 42     | instructions which include, but are not limited to, seeking                                           | 108    |
| period of this Agreement, the Managers shall carry out                           | 43     | and negotiating employment for the Vessel and the conclusion                                          | 109    |
| Management Services in respect of the Vessel as agents for                       | 44     | (including the execution thereof) of charter parties or other                                         | 110    |
| and on behalf of the Owners. The Managers shall have authority                   | 45     | contracts relating to the employment of the Vessel. If such a                                         | 111    |
| to take such actions as they may from time to time in their absolute             | 46     | contract exceeds the period stated in Box 13. consent thereto                                         | 112    |
| discretion consider to be necessary to enable them to perform                    | 47     | in writing shall first be obtained from the Owners.                                                   | 113    |
| this Agreement in accordance with sound ship management                          | 48     | (ii) arranging of the proper payment to Owners or their nominees                                      | 114    |
| practice.                                                                        | 49     | of all hire and/or freight revenues or other moneys of                                                | 115    |
| 3.1 Crew Management                                                              | 50     | whatsoever nature to which Owners may be entitled arising                                             | 116    |
| (only applicable if agreed according toBox 5)                                    | 51     | out of the employment of or otherwise in connection with the                                          | 117    |
| The Managers shall provide suitably qualified Crew for the Vessel                | 52     | Vessel.                                                                                               | 118    |
| as required by the Owners in accordance with the STCW 95                         | 53     | (iii) providing voyage estimates and accounts and calculating of                                      | 119    |
| requirements, provision of which includes but is not limited to                  | 54     | hire, freights, demurrage and/or despatch moneys due from                                             | 120    |
| the following functions:                                                         | 55     | or due to the charterers of the Vessel;                                                               | 121    |
| (i)   selecting and engaging the Vessel's Crew, including payroll | 56     | (iv) issuing of voyage instructions;                                                                  | 122    |
| arrangements, pension administration, and insurances for                         | 57     | (v) appointing agents;                                                                                | 123    |
| the Crew other than those mentioned in Clause 6:                                 | 58     | (vi) appointing stevedores;                                                                           | 124    |
| (ii) ensuring that the applicable requirements of the law of the                 | 59     | (vii)arranging surveys associated with the commercial operation                                       | 125    |
| flag of the Vessel are satisfied in respect of manning levels,                   | 60     | of the Vessel.                                                                                        | 126    |
| rank, qualification and certification of the Crew and                            | 61     | 3.4 Insurance Arrangements                                                                            | 127    |
| employment regulations including Crew's tax, social                              | 62     | (only applicable if agreed according to Box 8)                                                        | 128    |
| insurance, discipline and other requirements;                                    | 63     | The Managers shall arrange insurances in accordance with                                              | 129    |
| (iii) ensuring that all members of the Crew have passed a medical                | 64     | Clause 6, on such terms and conditions as the Owners shall                                            | 130    |
| examination with a qualified doctor certifying that they are fit                 | 65     | have instructed or agreed, in particular regarding conditions,                                        | 131    |

----

| insured values, deductibles and franchises.                                                             | 132    | 6. Insurance Policies                                                         | 193    |
|---------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|--------|
|                                                                                                    |   | The Owners shall procure, whether by instructing the Managers                 | 194    |
| 3.5 Accounting Services                                                                                 | 133    | under sub-clause 3.4 or otherwise, that throughout the period of              | 195    |
| (only applicable if agreed according to Box 9)                                                          | 134    | this Agreement:                                                               | 196    |
| The Managers shall:                                                                                     | 135    | 6.1 at the Owners' expense, the Vessel is insured for not less                | 197    |
| (i)   establish an accounting system which meets the                                     | 136    | than her sound market value or entered for her full gross tonnage,            | 198    |
| requirements of the Owners and provide regular accounting                                               | 137    | as the case may be for:                                                       | 199    |
| services, supply regular reports and records,                                                           | 138    | (i)   usual hull and machinery marine risks (including crew    | 200    |
| (ii) maintain the records of all costs and expenditure incurred                                         | 139    |        negligence) and excess liabilities; | 201    |
| as well as data necessary or proper for the settlement of                                               | 140    | (ii)  protection and indemnity risks (including pollution risks and | 202    |
| accounts between the parties.                                                                           | 141    |        Crew Insurances); and               | 203    |
|                                                                                                    |   | (iii) war risks (including protection and indemnity and crew risks)           | 204    |
| 3.6 Sale or Purchase of the Vessel                                                                      | 142    | in accordance with the best practice of prudent  owners of          | 205    |
| (only applicable if agreed according to Box 10)                                                         | 143    | vessels of a similar type to the Vessel, with first class insurance           | 206    |
| The Managers shall, in accordance with the Owners' instructions,                                        | 144    | companies, underwriters or associations ("the Owners'                         | 207    |
| supervise the sale or purchase of the Vessel, including the                                             | 145    | Insurances");                                                                 | 208    |
| performance of any sale or purchase agreement, but not                                                  | 146    | 6.2 all premiums and calls on the Owners' Insurances are paid                 | 209    |
| negotiation of the same.                                                                                | 147    | promptly by their due date,                                                   | 210    |
| 3.7 Provisions (only applicable if agreed according to Box 11)                                          | 148    | 6.3 the Owners' Insurances name the Managers and, subject                     | 211    |
| The Managers shall arrange for the supply of provisions.                                                | 149    | to underwriters' agreement, any third party designated by the                 | 212    |
| 3.8 Bunkering (only applicable if agreed according to Box 12)                                           | 150    | Managers as a joint assured, with full cover, with the Owners                 | 213    |
| The Managers shall arrange for the provision of bunker fuel of the                                      | 151    | obtaining cover in respect of each of the insurances specified in             | 214    |
| quality specified by the Owners as required for the Vessel's trade.                                     | 152    | sub-clause 6.1:                                                               | 215    |
|                                                                                                    |   | (i)   on terms whereby the Managers and any such third party   | 216    |
| 4. Managers' Obligations                                                                                | 153    | are liable in respect of premiums or calls arising in connection              | 217    |
| 4.1 The Managers undertake to use their best endeavours to                                              | 154    | with the Owners' Insurances; or                                               | 218    |
| provide the agreed Management Services as agents for and on                                             | 155    | (ii) if reasonably obtainable, on terms such that neither the                 | 219    |
| behalf of the Owners in accordance with sound ship management                                           | 156    | Managers nor any such third party shall be under any                          | 220    |
| practice and to protect and promote the interests of the Owners in                                      | 157    | liability in respect of premiums or calls arising in connection               | 221    |
| all matters relating to the provision of services hereunder.                                            | 158    | with the Owners' Insurances; or                                               | 222    |
| Provided, however, that the Managers in the performance of their                                        | 159    | (iii) on such other terms as may be agreed in writing.                        | 223    |
| management responsibilities under this Agreement shall be entitled                                      | 160    | Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left          | 224    |
| to have regard to their overall responsibility in relation to all vessels                               | 161    | blank then (i) applies.                                                       | 225    |
| as may from time to time be entrusted to their management and                                           | 162    | 6.4 written evidence is provided, to the reasonable satisfaction              | 226    |
| in particular, but without prejudice to the generality of the foregoing,                                | 163    | of the Managers, of their compliance with their obligations under             | 227    |
| the Managers shall be entitled to allocate available supplies,                                          | 164    | Clause 6 within a reasonable time of the commencement of                      | 228    |
| manpower and services in such manner as in the prevailing                                               | 165    | the Agreement, and of each renewal date and, if specifically                  | 229    |
| circumstances the Managers in their absolute discretion consider                                        | 166    | requested, of each payment date of the Owners' Insurances.                    | 230    |
| to be fair and reasonable.                                                                              | 167    |                                                                          |   |
| 4.2 Where the Managers are providing Technical Management                                               | 168    | 7. Income Collected and Expenses Paid on Behalf of Owners                     | 231    |
| in accordance with sub-clause 3.2, they shall procure that the                                          | 169    | 7.1 All moneys collected by the Managers under the terms of                   | 232    |
| requirements of the law of the flag of the Vessel are satisfied and                                     | 170    | this Agreement (other than moneys payable by the Owners to                    | 233    |
| they shall in particular be deemed to be the "Company" as defined                                       | 171    | the Managers) and any interest thereon shall be held to the                   | 234    |
| by the ISM Code, assuming the responsibility for the operation of                                       | 172    | credit of the Owners in a separate bank account.                              | 235    |
| the Vessel and taking over the duties and responsibilities imposed                                      | 173    | 7.2 All expenses incurred by the Managers under the terms                     | 236    |
| by the ISM Code when applicable.                                                                        | 174    | of this Agreement on behalf of the Owners (including expenses                 | 237    |
|                                                                                                    |   | as provided in Clause 8) may be debited against the Owners                    | 238    |
| 5. Owners' Obligations                                                                                  | 175    | in the account referred to under sub-clause 7J. but shall in any              | 239    |
| 5.1 The Owners shall pay all sums due to the Managers punctually                                        | 176    | event remain payable by the Owners to the Managers on                         | 240    |
| in accordance with the terms of this Agreement.                                                         | 177    | demand.                                                                       | 241    |
| 5.2 Where the Managers are providing Technical Management                                               | 178    |                                                                          |   |
| in accordance with sub-clause 3.2, the Owners shall:                                                    | 179    | 8. Management Fee                                                             | 242    |
| (i)   procure that all officers and ratings supplied by them or on                       | 180    | 8.1 The Owners shall pay to the Managers for their services                   | 243    |
|        their behalf comply with the requirements of STCW 95;         | 181    | as Managers under this Agreement an annual management                         | 244    |
| (ii)   instruct such officers and ratings to obey all reasonable orders                  | 182    | fee as stated in Box 15 which shall be payable by equal                       | 245    |
|         of the Managers in connection with the operation of the | 183    | monthly instalments in advance, the first instalment being                    | 246    |
|         Managers' safety management system.                     | 184    | payable on the commencement of this Agreement (see Clause                     | 247    |
| 5.3 Where the Managers are not providing Technical Management                                           | 185    | 2 and Box 4) and subsequent instalments being payable every                   | 248    |
| in accordance with sub-clause 3.2, the Owners shall procure that                                        | 186    | month.                                                                        | 249    |
| the requirements of the law of the flag of the Vessel are satisfied                                     | 187    | 8.2 The management fee shall be subject to an annual review                   | 250    |
| and that they, or such other entity as may be appointed by them                                         | 188    | on the anniversary date of the Agreement and the proposed                     | 251    |
| and identified to the Managers, shall be deemed to be the                                               | 189    | fee shall be presented in the annual budget referred to in sub-               | 252    |
| "Company" as defined by the ISM Code assuming the responsibility                                        | 190    | Clause 9.1                                                                    | 253    |
| for the operation of the Vessel and taking over the duties and                                          | 191    | 8.3 The Managers shall, at no extra cost to the Owners, provide               | 254    |
| responsibilities imposed by the ISM Code when applicable.                                               | 192    | their own office accommodation, office staff, facilities and                  | 255    |
|                                                                                                    |   | stationery. Without limiting the generality of Clause 7 the Owners            | 256    |
|                                                                                                    |   | shall reimburse the Managers for postage and communication                    | 257    |
|                                                                                                    |   | expenses, travelling expenses, and other out of pocket                        | 258    |
|                                                                                                    |   | expenses properly incurred by the Managers in pursuance of                    | 259    |

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| the Management Services.                                                                       | 260    | 11.Responsibilities                                                       | 325    |
|------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------|--------|
| 8.4 In the event of the appointment of the Managers being                                      | 261    | 11.1 Force Majeure - Neither the Owners nor the Managers                  | 326    |
| terminated by the Owners or the Managers in accordance with                                    | 262    | shall be under any liability for any failure to perform any of their      | 327    |
| the provisions of Clauses 17 and .18 other than by reason of                                   | 263    | obligations hereunder by reason of any cause whatsoever of                | 328    |
| default by the Managers, or if the Vessel is lost, sold or otherwise                           | 264    | any nature or kind beyond their reasonable control.                       | 329    |
| disposed of, the "management fee" payable to the Managers                                      | 265    | 11.2 Liability to Owners  - (i) Without prejudice to sub-clause | 330    |
| according to the provisions of sub-clause 8.1.. shall continue to                              | 266    | 11.1, the Managers shall be under no liability whatsoever to the          | 331    |
| be payable for a further period of three calendar months as                                    | 267    | Owners for any loss, damage, delay or expense of whatsoever               | 332    |
| from the termination date. In addition, provided that the                                      | 268    | nature, whether direct or indirect, (including but not limited to         | 333    |
| Managers provide Crew for the Vessel in accordance with sub-                                   | 269    | loss of profit arising out of or in connection with detention of or       | 334    |
| clause 3.1:                                                                                    | 270    | delay to the Vessel) and howsoever arising in the course of               | 335    |
| (i)   the Owners shall continue to pay Crew Support Costs during                | 271    | performance of the Management Services UNLESS same is                     | 336    |
|        the said further period of three calendar months and | 272    | proved to have resulted solely from the negligence, gross                 | 337    |
| (ii) the Owners shall pay an equitable proportion of any                                       | 273    | negligence or wilful default of the Managers or their employees,          | 338    |
|       Severance Costs which may materialize, not exceeding       | 274    | or agents or sub-contractors employed by them in connection               | 339    |
|       the amount stated in Box 16.                               | 275    | with the Vessel, in which case (save where loss, damage, delay            | 340    |
| 8.5 If the Owners decide to lay-up the Vessel whilst this                                      | 276    | or expense has resulted from the Managers' personal act or                | 341    |
| Agreement remains in force and such lay-up lasts for more                                      | 277    | omission committed with the intent to cause same or recklessly            | 342    |
| than three months, an appropriate reduction of the management                                  | 278    | and with knowledge that such loss, damage, delay or expense               | 343    |
| fee for the period exceeding three months until one month                                      | 279    | would probably result) the Managers' liability for each incident          | 344    |
| before the Vessel is again put into service shall be mutually                                  | 280    | or series of incidents giving rise to a claim or claims shall never       | 345    |
| agreed between the parties.                                                                    | 281    | exceed a total of ten times the annual management fee payable             | 346    |
| 8.6 Unless otherwise agreed in writing all discounts and                                       | 282    | hereunder.                                                                | 347    |
| commissions obtained by the Managers in the course of the                                      | 283    | (ii) Notwithstanding anything that may appear to the contrary in          | 348    |
| management of the Vessel shall be credited to the Owners.                                      | 284    | this Agreement, the Managers shall not be liable for any of the           | 349    |
|                                                                                           |   | actions of the Crew, even if such actions are negligent, grossly          | 350    |
| 9. Budgets and Management of Funds                                                             | 285    | negligent or wilful, except only to the extent that they are shown        | 351    |
| 9.1 The Managers shall present to the Owners annually a                                        | 286    | to have resulted from a failure by the Managers to discharge              | 352    |
| budget for the following twelve months in such form as the                                     | 287    | their obligations under sub-clause 3.1, in which case their liability     | 353    |
| Owners require. The budget for the first year hereof is set out                                | 288    | shall be limited in accordance with the terms of this Clause 11.          | 354    |
| in Annex "C" hereto. Subsequent annual budgets shall be                                        | 289    | 11.3 Indemnity - Except to the extent and solely for the amount           | 355    |
| prepared by the Managers and submitted to the Owners not                                       | 290    | therein set out that the Managers would be liable under sub-              | 356    |
| less than three months before the anniversary date of the                                      | 291    | clause 11.2, the Owners hereby undertake to keep the Managers             | 357    |
| commencement of this Agreement (see Clause 2 and Box 4).                                       | 292    | and their employees, agents and sub-contractors indemnified               | 358    |
| 9.2 The Owners shall indicate to the Managers their acceptance                                 | 293    | and to hold them harmless against all actions, proceedings,               | 359    |
| and approval of the annual budget within one month of                                          | 294    | claims, demands or liabilities whatsoever or howsoever arising            | 360    |
| presentation and in the absence of any such indication the                                     | 295    | which may be brought against them or incurred or suffered by              | 361    |
| Managers shall be entitled to assume that the Owners have                                      | 296    | them arising out of or in connection with the performance of the          | 362    |
| accepted the proposed budget.                                                                  | 297    | Agreement, and against and in respect of all costs, losses,               | 363    |
| 9.3 Following the agreement of the budget, the Managers shall                                  | 298    | damages and expenses (including legal costs and expenses on               | 364    |
| prepare and present to the Owners their estimate of the working                                | 299    | a full indemnity basis) which the Managers may suffer or incur            | 365    |
| capital requirement of the Vessel and the Managers shall each                                  | 300    | (either directly or indirectly) in the course of the performance of       | 366    |
| month up-date this estimate. Based thereon, the Managers shall                                 | 301    | this Agreement.                                                           | 367    |
| each month request the Owners in writing for the funds required                                | 302    |                                                                      |   |
| to run the Vessel for the ensuing month, including the payment                                 | 303    | 11.4"Himalaya" - It is hereby expressly agreed that no                    | 368    |
| of any occasional or extraordinary item of expenditure, such as                                | 304    | employee or agent of the Managers (including every sub-                   | 369    |
| emergency repair costs, additional insurance premiums, bunkers                                 | 305    | contractor from time to time employed by the Managers) shall in           | 370    |
| or provisions. Such funds shall be received by the Managers                                    | 306    | any circumstances whatsoever be under any liability whatsoever            | 371    |
| within ten running days after the receipt by the Owners of the                                 | 307    | to the Owners for any loss, damage or delay of whatsoever kind            | 372    |
| Managers' written request and shall be held to the credit of the                               | 308    | arising or resulting directly or indirectly from any act, neglect or      | 373    |
| Owners in a separate bank account.                                                             | 309    | default on his part while acting in the course of or in connection        | 374    |
| 9.4 The Managers shall produce a comparison between                                            | 310    | with his employment and, without prejudice to the generality of           | 375    |
| budgeted and actual income and expenditure of the Vessel in                                    | 311    | the foregoing provisions in this Clause 11. every exemption,              | 376    |
| such form as required by the Owners monthly or at such other                                   | 312    | limitation, condition and liberty herein contained and every right,       | 377    |
| intervals as mutually agreed.                                                                  | 313    | exemption from liability, defence and immunity of whatsoever              | 378    |
| 9.5 Notwithstanding anything contained herein to the contrary,                                 | 314    | nature applicable to the Managers or to which the Managers are            | 379    |
| the Managers shall in no circumstances be required to use or                                   | 315    | entitled hereunder shall also be available and shall extend to            | 380    |
| commit their own funds to finance the provision of the                                         | 316    | protect every such employee or agent of the Managers acting               | 381    |
| Management Services.                                                                           | 317    | as aforesaid and for the purpose of all the foregoing provisions          | 382    |
|                                                                                           |   | of this Clause 11 the Managers are or shall be deemed to be               | 383    |
| 10.Managers' Right to Sub-Contract                                                             | 318    | acting as agent or trustee on behalf of and for the benefit of all        | 384    |
| The Managers shall not have the right to sub-contract any of                                   | 319    | persons who are or might be their servants or agents from time            | 385    |
| their obligations hereunder, including those mentioned in sub-                                 | 320    | to time (including sub-contractors as aforesaid) and all such             | 386    |
| clause 3.1 without the prior written consent of the Owners which                               | 321    | persons shall to this extent be or be deemed to be parties to this        | 387    |
| shall not be unreasonably withheld. In the event of such a sub-                                | 322    | Agreement.                                                                | 388    |
| contract the Managers shall remain fully liable for the due                                    | 323    |                                                                      |   |
| performance of their obligations under this Agreement.                                         | 324    | 12.Documentation                                                          | 389    |
|                                                                                           |   | Where the Managers are providing Technical Management in                  | 390    |
|                                                                                           |   | accordance with sub-clause 3.2 and/or Crew Management in                  | 391    |
|                                                                                           |   | accordance with sub-clause 3.1. they shall make available,                | 392    |

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| upon Owners' request, all documentation and records related          | 393    | running, or in an unlawful trade, or on a voyage which                                          | 459       |
|----------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|-----------|
| to the Safety Management System (SMS) and/or the Crew                | 394    | in the reasonable opinion of the Managers is unduly                                             | 460       |
| which the Managers need in order to demonstrate compliance           | 395    | hazardous or improper,                                                                          | 461       |
| with the ISM Code and STCW 95 or to defend a claim against           | 396    | the Managers may give notice of the default to the Owners,                                      | 462       |
| a third party.                                                       | 397    | requiring them to remedy it as soon as practically possible.                                    | 463       |
|                                                                 |   | In the event that the Owners fail to remedy it within a                                         | 464       |
| 13.General Administration                                            | 398    | reasonable time to the satisfaction of the Managers, the                                        | 465       |
| 13.1 The Managers shall handle and settle all claims arising         | 399    | Managers shall be entitled to terminate the Agreement                                           | 466       |
| out of the Management Services hereunder and keep the Owners         | 400    | with immediate effect by notice in writing.                                                     | 467       |
| informed regarding any incident of which the Managers become         | 401    | 18.2 Managers' Default                                                                          | 468       |
| aware which gives or may give rise to claims or disputes involving   | 402    | If the Managers fail to meet their obligations under Clauses 3                                  | 469       |
| third parties.                                                       | 403    | and 4 of this Agreement for any reason within the control of the                                | 470       |
| 13.2 The Managers shall, as instructed by the Owners, bring          | 404    | Managers, the Owners may give notice to the Managers of the                                     | 471       |
| or defend actions, suits or proceedings in connection with matters   | 405    | default, requiring them to remedy it as soon as practically                                     | 472       |
| entrusted to the Managers according to this Agreement.               | 406    | possible. In the event that the Managers fail to remedy it within a                             | 473       |
| 13.3 The Managers shall also have power to obtain legal or           | 407    | reasonable time to the satisfaction of the Owners, the Owners                                   | 474       |
| technical or other outside expert advice in relation to the handling | 408    | shall be entitled to terminate the Agreement with immediate effect                              |  475 |
| and settlement of claims and disputes or all other matters           | 409    | by notice in writing.                                                                           | 476       |
| affecting the interests of the Owners in respect of the Vessel.      | 410    | 18.3 Extraordinary Termination                                                                  | 477       |
| 13.4 The Owners shall arrange for the provision of any               | 411    | This Agreement shall be deemed to be terminated in the case of                                  | 478       |
| necessary guarantee bond or other security.                          | 412    | the sale of the Vessel or if the Vessel becomes a total loss or is                              | 479       |
| 13.5 Any costs reasonably incurred by the Managers in                | 413    | declared as a constructive or compromised or arranged total                                     | 480       |
| carrying out their obligations according to Clause 13 shall be       | 414    | loss or is requisitioned.                                                                       | 481       |
| reimbursed by the Owners.                                            | 415    | 18.4 For the purpose of sub-clause 18.3 hereof                                                  | 482       |
|                                                                 |   | (i)  the date upon which the Vessel is to be treated as having                        | 483       |
| 14. Auditing                                                         | 416    |       been sold or otherwise disposed of shall be the date on     | 484       |
| The Managers shall at all times maintain and keep true and           | 417    |       which the Owners cease to be registered as Owners of        | 485       |
| correct accounts and shall make the same available for inspection    | 418    |       the Vessel;                                                 | 486       |
| and auditing by the Owners at such times as may be mutually          | 419    | (ii)  the Vessel shall not be deemed to be lost unless either                         | 487       |
| agreed. On the termination, for whatever reasons, of this            | 420    |       she has become an actual total loss or agreement has        | 488       |
| Agreement, the Managers shall release to the Owners, if so           | 421    |       been reached with her underwriters in respect of her        | 489       |
| requested, the originals where possible, or otherwise certified      | 422    |       constructive, compromised or arranged total loss or if such | 490       |
| copies, of all such accounts and all documents specifically relating | 423    |       agreement with her underwriters is not reached it is        | 491       |
| to the Vessel and her operation.                                     | 424    |       adjudged by a competent tribunal that a constructive loss   | 492       |
|                                                                 |   | of the Vessel has occurred.                                                                     | 493       |
| 15.lnspection of Vessel                                              | 425    | 18.5 This Agreement shall terminate forthwith in the event of                                   | 494       |
| The Owners shall have the right at any time after giving             | 426    | an order being made or resolution passed for the winding up,                                    | 495       |
| reasonable notice to the Managers to inspect the Vessel for any      | 427    | dissolution, liquidation or bankruptcy of either party (otherwise                               | 496       |
| reason they consider necessary.                                      | 428    | than for the purpose of reconstruction or amalgamation) or if a                                 | 497       |

|                                                                                        |      | receiver is appointed, or if it suspends payment, ceases to carry  | 498    |
|---------------------------------------------------------------------------------------------|-----------|--------------------------------------------------------------------|--------|
| 16.Compliance with Laws and Regulations                                                     | 429       | on business or makes any special arrangement or composition        | 499    |
| The Managers will not do or permit to be done anything which                                | 430       | with its creditors.                                                | 500    |
| might cause any breach or infringement of the laws and                                      | 431       | 18.6 The termination of this Agreement shall be without            | 501    |
| regulations of the Vessel's flag, or of the places where she trades.                        | 432       | prejudice to all rights accrued due between the parties prior to   | 502    |
|                                                                                        |      | the date of termination.                                           | 503    |
| 17.Duration of the Agreement                                                                | 433       | 18.7 A change of control of either party shall not terminate this  | 504    |
| This Agreement shall come into effect on the day and year stated                            | 434       | Agreement.                                                         | 505    |
| in Box 4 and shall continue until the date stated in Box 17.                                | 435       |                                                               |   |
| Thereafter it shall continue until terminated by either party giving                        | 436       | 19.Law and Arbitration                                             | 506    |
| to the other notice in writing, in which event the Agreement shall                          | 437       | 19.1 This Agreement shall be governed by and construed in          | 507    |
| terminate upon the expiration of a period of  two twelve months from the          | 438       | accordance with English law and any dispute arising out of or      | 508    |
| date upon which such notice was given. In case Owners wish to terminate                     | 439       | in connection with this Agreement shall be referred to arbitration | 509    |
|  the Agreement earlier than the date stated in Box 17 Owners will  pay the   | 440       | in London in accordance with the Arbitration Act 1996 or           | 510    |
| Managers all fees as per ANNEX “E” for the remaining period until the date      | 441       | any statutory modification or re-enactment thereof save to         | 511    |
| stated in Box 17.                                                                           | 442       | the extent necessary to give effect to the provisions of this      | 512    |
|                                                                                        |      | Clause.                                                            | 513    |
|                                                                                        |      | The arbitration shall be conducted in accordance with the          | 514    |
| 18.Termination                                                                              | 443       | London Maritime Arbitrators Association (LMAA) Terms               | 515    |
| 18.1 Owners' default                                                                        | 444       | current at the time when the arbitration proceedings are           | 516    |
| (i)  The Managers shall be entitled to terminate the Agreement                    | 445       | commenced.                                                         | 517    |
|       with immediate effect by notice in writing if any moneys     | 446       | The reference shall be to three arbitrators. A party wishing       | 518    |
|       payable by the Owners under this Agreement and/or the        | 447       | to refer a dispute to arbitration shall appoint its arbitrator     | 519    |
|       Owners of any associated vessel, details of which are listed | 448       | and send notice of such appointment in writing to the other        | 520    |
|       in Annex "D". shall not have been received in the Managers'  | 449       | party requiring the other party to appoint its own arbitrator      | 521    |
|       nominated account within ten running days of receipt by      | 450       | within 14 calendar days of that notice and stating that it will    | 522    |
|       the Owners of the Managers written request or if the Vessel  | 451       | appoint its arbitrator as sole arbitrator unless the other party   | 523    |
|   is repossessed by the Mortgagees.                                                    | 452       | appoints its own arbitrator and gives notice that it has done      | 524    |
| (ii) If the Owners:                                                                         | 453       | so within the 14 days specified. If the other party does not       | 525    |
| (a) fail to meet their obligations under sub-clauses 5.2                                    | 454       | appoint its own arbitrator and give notice that it has done so     | 526    |
|       and 5.3 of this Agreement for any reason within their   | 455       | within the 14 days specified, the party referring a dispute to     | 527    |
|   control, or                                                                          | 456       | arbitration may, without the requirement of any further prior      | 528    |
| (b) proceed with the employment of or continue to employ                                    | 457       |                                                               |   |
|       the Vessel in the carriage of contraband, blockade           | 458  |                                                               |   |

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| notice to the other party, appoint its arbitrator as sole    | 529    | exceeds the sum of USD50,000 (or such other sum as the         | 554    |
|--------------------------------------------------------------|--------|----------------------------------------------------------------|--------|
| arbitrator and shall advise the other party accordingly. The | 530    | parties may agree) the arbitration shall be conducted in       | 555    |
| award of a sole arbitrator shall be binding on both parties  | 531    | accordance with the Shortened Arbitration Procedure of the     | 556    |
| as if he had been appointed by agreement.                    | 532    | Society of Maritime Arbitrators, Inc. current at the time when | 557    |
| Nothing herein shall prevent the parties agreeing in writing | 533    | the arbitration proceedings are commenced.                     | 558    |
| to vary these provisions to provide for the appointment of a | 534    | 19.3This Agreement shall be governed by and construed          | 559    |
| sole arbitrator.                                             | 535    | in accordance with the laws of the place mutually agreed by    | 560    |
| In cases where neither the claim nor any counterclaim        | 536    | the parties and any dispute arising out of or in connection    | 561    |
| exceeds the sum of USD50.000 (or such other sum as the       | 537    | with this Agreement shall be referred to arbitration at a      | 562    |
| parties may agree) the arbitration shall be conducted in     | 538    | mutually agreed place, subject to the procedures applicable    | 563    |
| accordance with the LMAA Small Claims Procedure current      | 539    | there.                                                         | 564    |
| at the time when the arbitration proceedings are commenced.  | 540    | 19.4 If Box 18 in Part I is not appropriately filled in, sub-  | 565    |
| 19.2 This Agreement shall be governed by and construed       | 541    | clause 19.1 of this Clause shall apply.                        | 566    |
| in accordance with Title 9 of the United States Code and     | 542    |                                                           |   |
| the Maritime Law of the United States and any dispute        | 543    | Note: 19.1. 19.2 and 19.3 are alternatives; indicate           | 567    |
| arising out of or in connection with this Agreement shall be | 544    | alternative agreed in Box 18.                                  | 568    |
| referred to three persons at New York, one to be appointed   | 545    |                                                           |   |
| by each of the parties hereto, and the third by the two so   | 546    | 20.Notices                                                     | 569    |
| chosen; their decision or that of any two of them shall be   | 547    | 20.1 Any notice to be given by either party to the other       | 570    |
| final, and for the purposes of enforcing any award,          | 548    | party shall be in writing and may be sent by fax, telex,       | 571    |
| judgement may be entered on an award by any court of         | 549    | registered or recorded mail or by personal service.            | 572    |
| competent jurisdiction. The proceedings shall be conducted   | 550    | 20.2 The address of the Parties for service of such            | 573    |
| in accordance with the rules of the Society of Maritime      | 551    | communication shall be as stated in Boxes 19 and 20,           | 574    |
| Arbitrators, Inc.                                            | 552    | respectively.                                                  | 575    |
| In cases where neither the claim nor any counterclaim        | 553    |                                                           |   |
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