EXHIBIT 10.aa

                                  ASSIGNMENT OF
                 FIRST PRIORITY MORTGAGE OVER M/V ENCHANTED ISLE

         THIS ASSIGNMENT OF FIRST PRIORITY MORTGAGE OVER M/V ENCHANTED ISLE is
executed this 4th day of December, 1998 by MERITA BANK PLC, a Finland
corporation ("Merita"), in favor of EFFJOHN INTERNATIONAL CRUISE HOLDINGS, INC.,
a Cayman Islands corporation ("EffJohn").

                                    RECITALS

         WHEREAS, by a loan agreement entered into on October 21, 1991, as
amended in March 1993, March 1994 and July 1995 (the "EffJohn Loan Agreement"),
Merita made available to EffJohn thirty-two million dollars (US$32,000,000);

         WHEREAS, by a loan agreement dated July 14, 1995 (the "Almira Loan
Agreement") by and between EffJohn, Azure Investments, Inc. ("Azure"), Almira
Enterprises, Inc. ("Almira"), New Commodore Cruises Lines Limited and Commodore
Holdings Limited, EffJohn made available to Azure and Almira twenty-four million
five hundred thousand dollars (US$24,500,000);

         WHEREAS, on July 14, 1995, as security for its obligations under the
Almira Loan Agreement, Almira granted EffJohn a first priority Panamanian
mortgage in respect of the M/V Enchanted Isle (the "Mortgage");

         WHEREAS, on July 14, 1995, as security for its obligations under the
EffJohn Loan Agreement, EffJohn assigned its interest in the Mortgage to Merita;

         WHEREAS, EffJohn has entered into an agreement with Merita to remit
payment to Merita for the outstanding indebtedness due under the EffJohn Loan
Agreement; and

         WHEREAS, EffJohn and Merita have agreed to re-assign Merita's interest
in the Mortgage to EffJohn by executing this Assignment of the First Priority
Mortgage.

         NOW, THEREFORE, in consideration of EffJohn paying the unpaid balance
due under the EffJohn Loan Agreement to Merita, receipt of which is hereby
acknowledged, EffJohn and Merita agree as follows:

         Merita assigns all of its right, title and interest in the Mortgage to
EffJohn. Merita agrees to execute such additional documents as may be required
by EffJohn to record such assignment in the Panamanian shipping records and
Merita and EffJohn hereby appoint the law firm of Galindo, Arias & Lopez to
attend to the protocolization and registration of this Assignment of the First
Priority Mortgage.

<PAGE>

         IN WITNESS WHEREOF, EffJohn and Merita have executed this Assignment of
First Mortgage over M/V Enchanted Isle as of the date first above written.

         THIS ASSIGNMENT may be executed in any number of counterparts, all of
which shall constitute one and the same instrument.

                                  EFFJOHN INTERNATIONAL CRUISE
                                  HOLDINGS, INC.

                                  By:/S/ THOMAS FORSS
                                     -------------------------------------------
                                       Name: THOMAS FORSS
                                       Title: DIRECTOR 


                                  MERITA BANK, PLC

                                  By: /S/ KIRSTEN KAARE-JENSEN
                                     -------------------------------------------
                                       Name: KIRSTEN KAARE-JENSEN 
                                       Title:  DEPUTY HEAD OF SHIP FINANCING

                                  By: /S/ HENNY O'BRIEN  
                                     -------------------------------------------
                                       Name: HENNY O'BRIEN 
                                       Title: HEAD OF SHIP FINANCING 


<PAGE>


                                  NOTARIZATION

         I, John Saville, Notary Public, duly authorized, admitted and sworn,
and practicing in London, DO HEREBY CERTIFY that Kirsten Kaare-Jensen, did sign
the foregoing Assignment of First Priority Mortgage and the signature of said
Kirsten Kaare-Jensen, appearing thereon is the true and authentic signature of
said Kirsten Kaare-Jensen, AND I DO FURTHER CERTIFY that satisfactory and
sufficient proof has been produced to me that said Kirsten Kaare-Jensen, is the
Deputy Head of Ship Finance of MERITA BANK, PLC and duly authorized and
empowered by the said corporation to sign and execute the foregoing Assignment
of First Priority Mortgage for and on behalf of said corporation.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
of office this 4th day of December, 1998.

                                      /S/ JOHN SAVILLE
                                      ---------------------------------------
                                      Notary Public
<PAGE>


                                  NOTARIZATION

         I, John Saville, Notary Public, duly authorized, admitted and sworn,
and practicing in London, DO HEREBY CERTIFY that Henny O'Brien, did sign the
foregoing Assignment of First Priority Mortgage and the signature of said Henny
O'Brien, appearing thereon is the true and authentic signature of said Henny
O'Brien, AND I DO FURTHER CERTIFY that satisfactory and sufficient proof has
been produced to me that said Kirsten Kaare-Jensen, is the Head of Ship Finance
of MERITA BANK, PLC and duly authorized and empowered by the said corporation to
sign and execute the foregoing Assignment of First Priority Mortgage for and on
behalf of said corporation.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
of office this 4th day of December, 1998.

                                      /S/ JOHN SAVILLE
                                      ---------------------------------------
                                      Notary Public


<PAGE>


                                  NOTARIZATION

         I, Jukka Heikkila, Notary Public, duly authorized, admitted and sworn,
and practicing in Helsinki, Finland, DO HEREBY CERTIFY that Thomas Forss, did
sign the foregoing Assignment of First Priority Mortgage and the signature of
said Thomas Forss, appearing thereon is the true and authentic signature of said
Thomas Forss, AND I DO FURTHER CERTIFY that satisfactory and sufficient proof
has been produced to me that said Thomas Forss, is the Director of EFFJOHN
INTERNATIONAL CRUISE HOLDINGS, INC. and duly authorized and empowered by the
said corporation to sign and execute the foregoing Assignment of First Priority
Mortgage for and on behalf of said corporation.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
of office this 4th day of December, 1998.

                                       /S/ JUKKA HEIKKILA
                                       -----------------------------------------
                                       Notary Public