Exhibit 4.41

                                                 BIMCO STANDARD BAREBOAT CHARTER
                                                        CODE NAME: "BARECON 2001


1.   Shipbroker

     Not applicable

2.   Place and date

     Piraeus, 14th March 2006

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

     TUCKER NAVIGATION CO. of Liberia

4.   Bareboat Charterers/Place of business

     FALAKRO SHIPPING COMPANY LIMITED of Liberia

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

     M/T "DOUBTLESS", ELNJ4, Liberia

6.   Type of Vessel

     Motor Tanker

7.   GT/NT

     28223/13568

8.   When/Where built

     1991-Halla Engineering & Heavy Industries Co., Ltd., Inchon, Korea

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

     47046

10.  Classification society (C1. 3)

     Det Norske Veritas

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

     October 2001

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


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

     Worldwide within IWL

14.  Time for delivery (Cl. 4)

     See Clause 4

15.  Cancelling date (Cl. 5)

     30th March 2006

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

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

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

     Minimum six (6) months without extensions

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



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



20.  Trading limits (Cl. 6)

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

21.  Charter period (Cl. 2)

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

22.  Charter hire (Cl. 11)

     USD 396,000 per month

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



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


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

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


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

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

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

     See Clause 32A and 22(b)

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

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

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

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

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

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

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

     Three (3)

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

     30(a)

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

         a) Not applicable

         b)

         c)

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

     Not applicable

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

     Clauses number 32, 33 and 34.

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

Signature (Owners)                                      Signature (Charterers)


/s/ Alexandra Tatagia                                      /s/ Andreas Louka
------------------------                                ------------------------
Alexandra Tatagia                                           Andreas Louka
Attorney-in-fact                                            Attorney-in-fact

<PAGE>

                                    PART II
                    "BARECON 2001" Standard Bareboat Charter

1.   Definitions

     In this Charter, the following terns shall have the meanings hereby
     assigned to them:
     "The Owners" shall mean the party identified in Box 3;
     "The Charterers" shall mean the party identified In Box 4;
     "The Vessel" shall mean the vessel named in Box 5 and with particulars as
     stated In Boxes 6 to 12.
     See also Clause 33.

2.   Charter Period

     In consideration of the hire detailed in BK22, the Owners have agreed to
     let and the Charterers have agreed to hire the Vessel for the period stated
     in Box 21 ("The Charter Period").

3.   Delivery

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

DELETED TEXT

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

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

4.   Time for Delivery

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

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

5.   Cancelling

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

     (a)  This Charter shall be cancelled in the event the MOA Is cancelled. Any
          extension of the cancelling date of the 140A shall, unless otherwise
          specifically agreed, constitute a similar extension of the cancelling
          date of this Charter.

     (b)  DELETED TEXT

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

6.   Trading Restrictions

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

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

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

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

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

7.   Surveys on Delivery and Redelivery

     (not applicable when Pad ill applies, as indicated in Box 37)

     The Owners and the Charterers shall each appoint surveyors for the purpose
     of determining and agreeing In writing the condition of the Vessel at the
     time of redelivery hereunder. The Charterers shall bear all expenses of the
     Off-hire Survey including loss of time, if any, at the daily equivalent to
     the rate of hire or pro rata thereof.

8.   Inspection

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

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

     (b)  in dry-dock if the Charterers have not dry-docked her in accordance
          with Clause 10(0). The costs and fees for such inspection or survey
          shall be paid by the Charterers; and

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

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

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

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

9.   Inventories, Oil and Stores

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

10.  Maintenance and Operation

     (a)  (i)  Maintenance and Repairs - During the Charter Period the Vessel
               shall be in the full possession and at the absolute disposal for
               ail permissible purposes of the Charterers and under their
               complete control in every respect, always subject to the terms
               and conditions of this Charter. The Charterers shall maintain the
               Vessel, her machinery, boilers, appurtenances and Spare parts in
               a good state of repair, in efficient operating condition and in
               accordance with good commercial maintenance practice and, at
               their own expense, they shall at all times keep the Vessel's
               Class fully up to date with the Classification Society indicated
               in Box 10 and maintain all other necessary certificates in force
               at all times.

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

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

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

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

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

     (d)  Flag and Name of Vessel - During the Charter Period, the Charterers
          shall have the liberty to paint the Vassal in their own colours,
          install and display their funnel insignia and fly their own house Rag.
          The Charterers shall also have the liberty, however always with the
          Owners' prior consent, which shall not be unreasonably withheld, to
          change the flag and/or the name of the Vessel during the Charter
          Period, if this becomes necessary for the proper trading of the
          Vessel; however in any such case the Charterers shall fully cover all
          the expenses relevant to such change including, but without
          limitation, the financial, legal and other costs relevant to the
          registration of such changes and the drafting, execution and/or
          registration of any documentation relevant to the Financial
          Instruments and/or to any other transactions required by the
          Mortgagees In view of any such change. Provided always that no such
          change of name or flag shall be allowed without the prior written
          consent of the Mortgagees -Painting and re-painting, instalment and
          re-instalment, registration and re-registration, if required by the
          Owners, shall be at the Charterers' expense and time.

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

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

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

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

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

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

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

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

11.  Hire

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

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

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

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

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

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

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

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

12.  Mortgages

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

     (a)  DELETED TEXT

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

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

13.  Insurance and Repairs

     (a)  Throughout the Charter Period the Vessel shall be kept insured by the
          Charterers at their expense against hull and machinery, war and
          Protection and Indemnity risks (and any risks against which it is
          compulsory to insure for the operation of the Vessel. including
          maintaining financial security In accordance with sub-clause
          10(a)(iii)) with first class underwriters and P&I Clubs and in such
          form as the Owners shall In writing approve, which approval shall not
          be un-reasonably withheld. The Charterers shall also at their expense
          take out any other Insurance which the Mortgagees may reasonably
          require. All such Insurances shall be arranged by the Charterers to
          protect the Interests of both the Owners and the Charterers, and the
          Charterers shall be at liberty to protect under such insurances the
          interest of any managers they may appropriately appoint. The relevant
          insurance policies shall cover the Owners and the Charterers according
          to their respective interests. Upon the request of a Mortgagee, the
          Charterers shall arrange that such Mortgagee is named as a co-assured
          in any of the above insurances that the said Mortgagee has to be named
          as such. In addition, throughout the Charter Period, the Charterers
          shall pay to the First Mortgagee and the Second Mortgagee the cost (in
          the amount to be conclusively certified by the First Mortgagee and the
          Second Mortgagee in writing) of any mortgagee's interest
          insurance-Including mortgagee's additional perils (all P81 risks)
          coverage-which the Mortgagees or either of them may from time to time
          effect in respect of the Vessel upon such terms and in such amounts as
          the Mortgagees shall deem desirable. The Mortgagees shall have the
          right to enforce the benefit of this Clause by taking direct action
          against the Charterers in seeking to get paid or to recover the
          payment of any monies payable to them hereunder. Subject to the
          provisions of the Financial Instruments and the approval of the Owners
          and the insurers, the Charterers shall effect all Insured repairs and
          shall undertake settlement and reimbursement from the insurers of all
          costs in connection with such repairs as well as insured charges,
          expenses and liabilities to the extent of coverage under the
          insurances herein provided for. The insurances shall not be subject to
          any deduction, franchise or any other restrictions of similar effect.
          The Charterers also to remain responsible for and to effect repairs
          and settlement of costs and expenses incurred thereby in respect of
          all other repairs not covered by the insurances and/or not exceeding
          any possible franchise(s) or deductibles provided for in the
          insurances. All time used for any repairs, whether under the
          provisions of this sub-clause 13(a) or otherwise howsoever including
          any deviation, shall be for the Charterers' account.

     (b)  DELETED TEXT

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

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

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

     (f)  For the purpose of the insurance coverage of each insurance the
          insured amount shall be the sum indicated in Clause 34.

14.  DELETED TEXT



15.  Redelivery

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

     The Charterers warrant that they will not permit the Vessel to commence a
     voyage (including any preceding ballast voyage) which cannot reasonably be
     expected to be completed in time to allow redelivery of the Vessel within
     the Charter Period or on the date of a sale of the Vessel In accordance
     with Clause 22 at the place as directed by the Owners. Notwithstanding the
     above, should the Charterers fail to redeliver the Vessel within ;the
     Charter Period, the Charterers shall pay the daily equivalent to the rate
     of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever
     is the higher, for the number of days by which the Charter Period or the
     date of sate is exceeded. In the latter case the Charterers shall also be
     liable to reimburse the Owners any further damages and/or losses which the
     latter may suffer as a result thereof. All other terms, conditions and
     provisions of this Charter shall continue to apply. Subject to the
     provisions of Clause 112, the Vessel shall be redelivered to the Owners In
     the same or as good structure, state, condition and class as that in which
     she was delivered. in any event tree of any and all Class conditions and/or
     recommendations, fair wear and tear not affecting class excepted. On
     redelivery the Vessel shall have been dry-docked as per Class requirements
     or as otherwise may be appropriate or necessary. The Vessel upon redelivery
     shall have all her survey cycles up to date and all her trading, national,
     international and class certificates clean, valid and unextended for at
     least the number of months agreed in Box 17.

16.  Non-Lien

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

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

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

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

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

17.  Indemnity

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

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

18.  Lien

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

19.  Salvage

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

20.  Wreck Removal

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

21.  General Average

     The Owners shall not contribute to General Average.

22.  Assignment, Sub-Charter and Sale

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

     (b)  The Owners may sell the Vessel during the currency of this Charter
          subject to the buyer accepting an assignment of this Charter or
          entering into a reasonable novation agreement, and subject to any
          approvals required by the Mortgagees pursuant to the Financial
          Instruments. In case of such sale the Charterers shall be obliged to
          delete the mortgage in their favour stated In Box 28 and to provide to
          the buyers of the Vessel a performance guarantee of all Charterers'
          obligations hereunder by way of a first class bank guarantee
          acceptable to the buyer and in the amount of USD 2,420,000.

23.  Contracts of Carriage

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

     (b)  DELETED TEXT

*    Delete as applicable.

24.  DELETED TEXT

25.  Requisition/Acquisition

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

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

26.  War

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

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

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

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

     (e)  The Charterers shall have the liberty:

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

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

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

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

27.  DELETED TEXT

28.  Termination

     (a)  Charterers' Default

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

          (i)  the Charterers fail to pay hire in accordance with Clause 11.
               However, where there Is a failure to Make punctual payment of
               hire due to oversight, negligence, errors or omissions on the
               part of the Charterers'- bankers, the Owners shall give the
               Charterers written notice of the number of clear banking days
               stated in Box 34 (as recognised at the agreed place of payment)
               in which to rectify the failure, and when so rectified within
               such number of days following the Owners' notice, the payment
               shall stand as regular and punctual. Failure by the Charterers to
               pay hire within the number of days stated in Box 34 of their
               receiving the Owners' notice as provided herein, shall entitle
               the Owners to withdraw the Vessel from the service of the
               Charterers and terminate the Charter without further notice;

          (ii) the Charterers fail to comply with the requirements of.

               (1)  Clause 6 (Trading Restrictions)
               (2)  Clause 13(a) (Insurance and Repairs) provided that the
                    Owners shall have the option, by written notice to the
                    Charterers, to give the Charterers a specified number of
                    days grace within which to rectify the failure without
                    prejudice to the Owners' right to withdraw and terminate
                    under this Clause If the Charterers fall to comply with such
                    notice:

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

          (iv) the Charter Guarantor (as defined in Clause 33) breaches or fails
               to meet any of the Financial Undertakings provided in Clause 7.2
               of each of the First Quadripartite Agreement and the Second
               Quadripartite Agreement or Clause 10 0 the Charter Guarantee (as
               same is defined In Clause 32A(a).

     (b)  Owners' Default

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

     (c)  Loss of Vessel

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

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

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

29.  Repossession

     In the event of the termination of this Charter in accordance with the
     applicable provisions of Clause 211. the Owners shall have the right to
     repossess the Vessel from the Charterers at her current or next port of
     call, or at any other port or place convenient to thorn without hindrance
     or interference by the Charterers, courts or local authorities. Pending
     physical repossession of the Vessel in accordance with this Clause 29, the
     Charterers shall hold the Vessel as gratuitous bailee only to the Owners.
     The Owners shall arrange for an authorised representative to board the
     Vessel as soon as reasonably practicable following the lamination of the
     Charter. The Vessel shall be deemed to be repossessed by the Owners from
     the Charterers upon the boarding of the Vessel by the Owners'
     representative. AU arrangements and expenses relating to the settling of
     wages, disembarkation and repatriation of the Charterers' Master, officers
     and crew shall be the sole responsibility of the Charterers.

30.  Dispute Resolution

*)   (a)  This Contract shall be governed by and construed in accordance with
          English law and any dispute arising out of or In connection with this
          Contract shall be referred to arbitration in London in accordance with
          the Arbitration Act 1896 or any statutory modification or re-enactment
          thereof save to the extent necessary to give effect to the provisions
          of this Clause.

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

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

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

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

     (b)  DELETED TEXT

     (c)  DELETED TEXT

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

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

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

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

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

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

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

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

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

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

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

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

31.  Notices

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

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

         DELETED TEXT

<PAGE>

                            Continuation of Part II

32.  Special Provisions

A.   Additional Securities

a.   Charter Guarantee

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

b.   Collateral Guarantees

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

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

B.   Extension of the Charter Period

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

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

C.   Assignment of Sub-Charters

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

D.   Charterers' Compliance with the Financial Instruments

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

E.   "Hell and Highwater" Clause

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

33.  Definitions

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

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

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

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

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

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

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

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

     "Sellers' Credit" means the amount of USD 2,420,000 as provided in Clause
     17 of the MOA.

     "Financial Instrument" means:

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

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

     and "Financial Instruments" means both of them; and

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

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

     For the purposes of Clause 13(0 and at any relevant time, the insured
     amount for the relevant insurances effected or, as the case may be, to be
     effected for the Vessel will be an amount in United States Dollars equal to
     the higher of (i) the market value of the Vessel at such relevant time (as
     such market value is determined by an independent firm of shipbrokers
     appointed by the Owners in their sole discretion) and (ii) the amount
     required under the relevant terms of either Financial Instrument, if any.

     Each valuation made for the purposes of this Box, shall be made without
     physical inspection, and on the basis of a sale for prompt delivery for
     cash at arm's length, on normal commercial terms as between a willing buyer
     and a willing seller, without taking into account the benefit of any
     charterparty or other engagement concerning the Vessel. The value of the
     Vessel determined in accordance with the provisions hereof shall be binding
     upon the parties hereto until such time as any further such valuation shall
     be obtained.