Exhibit 4.36

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)

     KEMP MARITIME S.A. of Liberia

4.   Bareboat Charterers/Place of business

     IDI SHIPPING COMPANY LIMITED of Liberia

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

     MT "SPOTLESS", ELNJ2, 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

     47083

10.  Classification society (C1. 3)

     Det Norske Veritas

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

     May 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
     Charterer's 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 Limited (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.
     24.07.56.193 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
     Mortgage.

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

     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 for the Clause 13(f)
     purposes, see Clause 34

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

     Not applicable

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

     Not applicable

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

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 (Owner)                       Signature (Charterers)

/s/ Alexandra Tan                       /s/ Andreas Lu
------------------------------          --------------------------------
Attorney-in-fact                        Attorney-in-fact
<PAGE>

                                     PART II
                    "BARECON 2001" Standard Bareboat Charter

1.   Definitions

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

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

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

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

     See also Clause 33.

2.   Charter Period

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

3.   Delivery

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

4.   Time for Delivery

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

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

5.   Cancelling

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

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

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

6.   Trading Restrictions

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

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

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

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

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

7.   Surveys on Delivery and Redelivery

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

     The Owners and the Charterers shall each appoint surveyors for the purpose
     of determining and agreeing in writing the condition of the Vessel at the
     time of delivery-and-redelivery hereunder.

     Off-hire Survey including loss of time, if any, at the daily equivalent to
     the rate of hire or pro rata thereof.

8.   Inspection

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

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

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

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

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

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

     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 Vessel at the then current market prices at the ports of redelivery.
     The Charterers shall ensure that all spare parts listed in the inventory
     and used during the Charter Period are replaced at their expense prior to
     redelivery of the Vessel. No payment shall be made by the Owners on
     redelivery for provisions, paints, ropes, spare parts, etc.; they shall all
     become Owners' property on redelivery without any payment.

10.  Maintenance and Operation

     (a)  (i)  Maintenance and Repairs - During the Charter Period the Vessel
               shall be in the full possession and at the absolute disposal for
               all purposes of the Charters 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 Charters' loss of time) more than the percentage
               stated in Box 23, or if Box 23 is left blank, 5 per cent of the
               Vessel's insurance value as stated in Box 29, then the extent, if
               any, to which the rate of hire shall be varied and the ratio in
               which the cost compliance shall be shared between the parties
               concerned in order to achieve a reasonable distribution thereof
               as between the Owners and 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 Charters shall maintain financial
               security or responsibility in respect of third party liabilities
               as required by any government, including federal, state of
               municipal or other division or authority thereof, to enable the
               Vessel, without penalty or charge, lawfully to enter, remain at
               or leave any port, place territorial or contiguous waters of any
               country, state or municipality in performance of this Charter
               without any delay. This obligation shall apply whether or not
               such requirements have been lawfully imposed by such government
               or division or authority thereof.

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

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

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

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

     (d) Flag and Name of Vessel - During the Charter Period, the Charterers
     shall have the liberty to paint the Vessel in their own colours, install
     and display their funnel insignia and fly their own house flag. The
     Charterers shall also have the liberty, however always with the Owners'
     prior consent, which shall not be unreasonably withheld, to 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, every thirty six (36) calendar months after delivery or
     such other period as may be required by the Classification Society or flag
     State.

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

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

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

     (l) Survey Reports - The Charterers shall regularly supply the Owners with
     the Classification survey reports, including but not limited the annual
     survey and follow up reports, all showing, among others, that any
     recommendation has been promptly and timely cleared at the Charterers' time
     and expense. The Charterers undertake to keep the condition of the Vessel
     and all her certificates in the best possible condition and standards for a
     vessel of the type and age of the Vessel and in any event to maintain the
     Vessel always in full compliance with the highest/strictest requirements of
     the Vessel's Classification Society, her flag State and all other
     applicable rules and/or requirements throughout the 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. In addition and within the same
     time period the Charterers shall, also at their own time and expense,
     rectify the condition of Class which exists against the Vessel at the time
     of delivery, namely condition CA900, to the full satisfaction of the Class.

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

11.  Hire

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

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

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

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

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

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

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

*)   (b) The Vessel chartered under this Charter is subject to the Financial
     Instruments and the mortgages, as same appear in Box 28. The Charterers
     undertake to comply, and provide such information and documents to enable
     the Owners to comply, with all such instructions or directions in regard to
     the employment, insurances, operation, repairs and maintenance of the
     Vessel as laid down in the Financial Instruments or as may be directed from
     time to time during the currency of the Charter by the mortgagee(s) 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 Mortgagees.

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

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

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

     (b) deleted.

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

     (d) Subject to the provisions of the Financial Instrument 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
     loss shall be paid to the Owners-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 Instrument.

     (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 mentioned
     herein the insured amount shall be the sum indicated in Clause 34.

14.  Deleted.

15.  Redelivery

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

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

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

16.  Non-Lien

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

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

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

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

     Furthermore, the Charterers shall throughout the duration of this Charter
     procure that all their orders for any kinds of supplies (including but not
     limited to bunkers and luboils) 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. Ail delivery
     receipts for such supplies shall also be appropriately marked by the
     Charterers before the supplies are delivered to the Vessel.

17.  Indemnity

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

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

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

18.  Lien

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

19.  Salvage

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

20.  Wreck Removal

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

*)   Delete as applicable.

25.  Requistion/Acquisition

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

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

26.  War

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

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

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

     (d) If the insurers of the war risks insurance, should require payment of
     premiums and/or calls because, pursuant to the Charterers' orders, the
     Vessel is within, or is due to enter and remain within, any area or areas
     which are specified by such insurers as being subject to additional
     premiums because of War Risks, then such premiums and/or calls shall be
     promptly paid by the Charterers 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 din any and all the events of outbreak
     of war (whether there be a declaration of war or not) the stipulated hire
     shall continue to be paid in accordance with Clause 11.

27.  Deleted

28.  Termination

     (a) Charterers' Default

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

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

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

          (1) Clause 6 (Trading Restrictions)

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

    (iii) the Charterers fail to rectify any failure to comply with the
          requirements of sub-clause 10(a)(1) (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 o the Charter Guarantee (as same is defined In
          Clause 32A(a).

     (b) Owners' Default

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

     (c) Loss of Vessel

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

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

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

29.  Repossession

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

30   Dispute Resolution

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

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

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

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

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

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

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

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

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

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

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

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

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

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

31.  Notices

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

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

32.  Special Provisions

A.   Additional Securities

(a)  Charter Guarantee

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

(b)  Collateral Guarantees

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

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

B.   Extension of the Charter Period

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

The Charterers shall make their best efforts to assist the Owners in selling the
Vess 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 i to this Charter, (xv) any ineligibility of the Vessel for any
particular trade or activ 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 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(f) and at any relevant time, the insured amount
for the relevant insurances effected or, as the case may be, to be effected for
the Vessel will be an amount in United States Dollars equal to the higher of (i)
the market value of the Vessel at such relevant time (as such market value is
determined by an independent firm of shipbrokers appointed by the Owners in
their sole discretion) and (ii) the amount required under the relevant terms of
either Financial Instrument, if any.

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