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                                                                       H&K Draft
                                                                        06/06/01

                                                                     EXHIBIT I-1
                                                         TO THE CREDIT AGREEMENT




                                     FORM OF
                          FIRST PREFERRED SHIP MORTGAGE


                         ON MARSHALL ISLANDS FLAG VESSEL


                                    [VESSEL]
                          OFFICIAL NO. [OFFICIAL NUMBER]


                                   executed by


                                  [SHIPOWNER],
                                                as Shipowner


                                   in favor of


                CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH,
                             as Trustee and Mortgagee




                                  [CLOSING DATE]




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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
RECITALS ........................................................................................................ 1

ARTICLE I  REPRESENTATIONS AND WARRANTIES OF THE SHIPOWNER........................................................5

         SECTION 1.        EXISTENCE; AUTHORIZATION...............................................................5
         SECTION 2.        TITLE TO VESSEL........................................................................5

ARTICLE II  COVENANTS OF THE SHIPOWNER............................................................................6

         SECTION 1.        PAYMENT OF INDEBTEDNESS................................................................6
         SECTION 2.        MORTGAGE RECORDING.....................................................................6
         SECTION 3.        LAWFUL OPERATION.......................................................................6
         SECTION 4.        PAYMENT OF TAXES.......................................................................6
         SECTION 5.        PROHIBITION OF LIENS...................................................................7
         SECTION 6.        NOTICE OF MORTGAGE.....................................................................7
         SECTION 7.        REMOVAL OF LIENS.......................................................................8
         SECTION 8.        RELEASE FROM ARREST....................................................................8
         SECTION 9.        MAINTENANCE............................................................................8
         SECTION 10.       INSPECTION; REPORTS...................................................................10
         SECTION 11.       FLAG; HOME PORT.......................................................................10
         SECTION 12.       NO SALES, TRANSFERS OR CHARTERS.......................................................11
         SECTION 13.       INSURANCE.............................................................................11
         SECTION 14.       REIMBURSEMENT FOR EXPENSES............................................................15
         SECTION 15.       PERFORMANCE OF CHARTERS...............................................................15
         SECTION 16.       CHANGE IN OWNERSHIP...................................................................15
         SECTION 17.        PREPAYMENT IF EVENT OF LOSS..........................................................16

ARTICLE III  EVENTS OF DEFAULT AND REMEDIES......................................................................16

         SECTION 1.        EVENTS OF DEFAULT; REMEDIES...........................................................16
         SECTION 2.        POWER OF SALE.........................................................................19
         SECTION 3.        POWER OF ATTORNEY - SALE..............................................................19
         SECTION 4.        POWER OF ATTORNEY - COLLECTION........................................................19
         SECTION 5.        DELIVERY OF VESSEL....................................................................20
         SECTION 6.        MORTGAGEE TO DISCHARGE LIENS..........................................................20
         SECTION 7.        PAYMENT OF EXPENSES...................................................................20
         SECTION 8.        REMEDIES CUMULATIVE...................................................................21
         SECTION 9.        CURE OF DEFAULTS......................................................................21
         SECTION 10.       DISCONTINUANCE OF PROCEEDINGS.........................................................21
         SECTION 11.       APPLICATION OF PROCEEDS...............................................................22
         SECTION 12.       POSSESSION UNTIL DEFAULT..............................................................22

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         SECTION 13.       SEVERABILITY OF PROVISIONS, ETC.......................................................22

ARTICLE IV  SUNDRY PROVISIONS....................................................................................23

         SECTION 1.        SUCCESSORS AND ASSIGNS................................................................23
         SECTION 2.        POWER OF SUBSTITUTION.................................................................23
         SECTION 3.        COUNTERPARTS..........................................................................24
         SECTION 4.        NOTICES...............................................................................24
         SECTION 5.        RECORDING CLAUSE......................................................................25
         SECTION 6.        FURTHER ASSURANCES....................................................................25
         SECTION 7.        GOVERNING LAW.........................................................................25
         SECTION 8.        ADDITIONAL RIGHTS OF THE MORTGAGEE....................................................25

SIGNATURE..........................................................................................................

</TABLE>

EXHIBIT A                  Form of Credit Agreement
                           with Schedules ______ and Exhibits _______

EXHIBIT B                  Form of Subsidiaries Guaranty

EXHIBIT C                  Form of Pledge and Security Agreement

                                       ii


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                            FIRST PREFERRED MORTGAGE

                                    [VESSEL]


                  This First Preferred Ship Mortgage made [CLOSING DATE] (this
"Mortgage"), by [SHIPOWNER], a [CITIZENSHIP] corporation duly qualified in the
Republic of the Marshall Islands as a foreign maritime entity (the "Shipowner"),
in favor of CHRISTIANIA BANK OG KREDITKASSE ASA, New York Branch ("CBK") not in
its individual capacity, but solely as Trustee (together with its successors in
trust and assigns, the "Mortgagee"), pursuant to that certain Master Vessel and
Collateral Trust Agreement dated as of [Closing Date] (as the same may be
amended, supplemented or otherwise modified from time to time, the "Master
Vessel Trust Agreement") between CBK, as Collateral Agent to the Secured
Creditors party to the Credit Agreement defined below, and CBK, as Trustee.

                            W I T N E S S E T H That

                  WHEREAS:

                  A. The Shipowner is the sole owner of the whole of the
Marshall Islands flag vessel [VESSEL], Official Number [OFFICIAL NUMBER] of
[GROSS TONS] gross tons and [NET TONS] net tons built in [YEAR BUILT] at [YARD
AND LOCATION BUILT], with her home port at Majuro, Marshall Islands.

                  B. GENERAL MARITIME CORPORATION, a Marshall Islands
corporation (the "Borrower"), the Lenders party thereto from time to time and
CBK, as Administrative Agent, Syndication Agent and Lead Arranger for the
Lenders, have entered into a Credit Agreement dated as of [CREDIT AGREEMENT
DATE] among the Borrower, the lenders party thereto from time to time (the
"Lenders") and CBK, as administrative agent, syndication agent and lead arranger
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), providing for loans to the Borrower in the
aggregate principal amount of up to THREE HUNDRED MILLION UNITED STATES DOLLARS
(US$300,000,000) (as defined in the Credit Agreement, the "Loan") a copy of the
form of which (together with its attachments, but excluding Exhibits [EXHIBITS])
is attached hereto as EXHIBIT A and made a part hereof.

                  C. The Borrower may at any time and from time to time on and
after the date hereof enter into, or guaranty the obligations of the Shipowner
or one or more other Pledgors (as defined in the Pledge Agreement defined below)
or any of their respective subsidiaries under, one or more Interest Rate
Protection Agreements or Other Hedging Agreements with respect to the Borrower's
obligations under the Credit Agreement, with one or more Lenders or any
affiliate thereof (each such Lender or affiliate, even if the respective Lender
subsequently



<PAGE>

ceases to be a Lender under the Credit Agreement for any reason, together
with such Lender's or affiliate's successors and assigns, if any,
collectively, the "Other Creditors" and, together with the Lenders, herein
called the "Secured Creditors"; each such Interest Rate Protection Agreement,
as amended, modified, restated and/or supplemented from time to time, herein
called an "Interest Rate Protection Agreement," and each such Other Hedging
Agreement, as amended, modified, restated and/or supplemented from time to
time, herein called an "Other Hedging Agreement"). The estimated aggregate
notional amount of the liabilities of the Borrower, the Shipowner, the other
Pledgors and their respective subsidiaries under the Interest Rate Protection
Agreements or Other Hedging Agreements is TEN MILLION UNITED STATES DOLLARS
(US $10,000,000).

                  D. The Shipowner is a wholly owned subsidiary of the Borrower.

                  E. The Shipowner and each other Subsidiary Guarantor (as
defined in the Credit Agreement) have duly executed and delivered the
Subsidiaries Guaranty (as defined in the Credit Agreement), a copy of the form
of which is attached hereto as Exhibit B and made a part hereof pursuant to
which the Shipowner and each other shipowning subsidiary of the Borrower have
guaranteed (i) all obligations of the Borrower under the Credit Agreement and
the other Credit Documents (as defined in the Credit Agreement) to induce the
Lenders to make the Loan, and (ii) all obligations of the Borrower, the
Shipowner, the other Pledgors and their respective subsidiaries under each
Interest Rate Protection Agreement and each Other Hedging Agreement. The Lenders
have advanced a portion of the Loan pursuant to the Credit Agreement and have
committed to make future advances subject to the terms and on the conditions set
forth in the Credit Agreement; the Shipowner acknowledges that it is justly
indebted to the Lenders and the other Secured Creditors under the Subsidiaries
Guaranty.

                  F. In order to secure its obligation under the Subsidiaries
Guaranty, the other Credit Documents to which it is a party (in each case,
according to the terms thereof) and the payment of all other such sums that may
hereinafter be secured by this Mortgage in accordance with the terms hereof, and
to secure the performance and observance of and compliance with all the
agreements, covenants and conditions contained herein, in the Subsidiaries
Guaranty, the Pledge and Security Agreement dated as of the date hereof (as the
same may be amended, supplemented, or otherwise modified from time to time, the
"Pledge Agreement"), a copy of the form of which is attached hereto as EXHIBIT C
and made a part hereof, made by the Shipowner, each other Subsidiary Guarantor
and the Borrower to the Collateral Agent, for the benefit of the Secured
Creditors, and the other Credit Documents, the Shipowner has duly authorized the
execution and delivery of this First Preferred Mortgage.

                                       2

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                  G. Pursuant to the Master Vessel Trust Agreement, the
Mortgagee has agreed to act as Trustee for the Secured Creditors and hold such
preferred mortgages as set forth in the Master Vessel Trust Agreement.

                  NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, and in order to secure the Shipowner's
obligations under the Subsidiaries Guaranty, the Pledge Agreement and the other
Credit Documents to which it is a party according to the terms thereof and the
payment of all other sums that may hereafter be secured by this Mortgage in
accordance with the terms hereof and with the provisions of the Subsidiaries
Guaranty, the Pledge Agreement and the other Credit Documents to which it is a
party, the Shipowner hereby covenants to pay each and every sum of money that
may be or become owing under the terms of the Subsidiaries Guaranty, the Pledge
Agreement, the Mortgage and the other Credit Documents to which it is a party or
any of them at the time and in the manner specified therein, including without
limitation:

                  (i) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, principal,
         premium, interest, fees and indemnities (including, without limitation,
         all interest that accrues after the commencement of any case,
         proceeding or other action relating to the bankruptcy, insolvency,
         reorganization or similar proceeding of the Shipowner at the rate
         provided for in the respective documentation, whether or not a claim
         for post-petition interest is allowed in any such proceeding)) of the
         Shipowner to the Lender Creditors (as defined in the Pledge Agreement),
         whether now existing or hereafter incurred under, arising out of, or in
         connection with, the Credit Agreement and the other Credit Documents to
         which the Shipowner is a party and the due performance and compliance
         by the Shipowner with all of the terms, conditions and agreements
         contained in the Credit Agreement and in such other Credit Documents
         (all such obligations, liabilities and indebtedness under this clause
         (i), except to the extent consisting of obligations, liabilities or
         indebtedness with respect to Interest Rate Protection Agreements or
         Other Hedging Agreements being herein collectively called the "Credit
         Document Obligations");

                (ii) the full and prompt payment when due (whether at the stated
         maturity, by acceleration or otherwise) of all obligations, liabilities
         and indebtedness (including, without limitation, all interest that
         accrues after the commencement of any case, proceeding or other action
         relating to the bankruptcy, insolvency, reorganization or similar
         proceeding of the Shipowner at the rate provided for in the respective
         documentation, whether or not a claim for post-petition interest is
         allowed in any such proceeding) owing by the Shipowner to the Other
         Creditors (as defined in the Pledge Agreement) under, or with respect
         to any Interest Rate Protection Agreement or Other Hedging Agreement,
         whether such Interest Rate Protection

                                       3

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         Agreement or Other Hedging Agreement is now in existence or hereafter
         arising, and the due performance and compliance by the Shipowner with
         all of the terms, conditions and agreements contained therein (all
         such obligations, liabilities and indebtedness described in this
         clause (ii) being herein collectively called the "Other Obligations");

                  (iii) any and all sums advanced by the Mortgagee in order to
         preserve the Vessel (as defined below) or preserve its security
         interest in the Vessel;

                (iv) in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations or liabilities of the
         Shipowner referred to in clauses (i) and (ii) above, after an Event of
         Default (as defined in the Credit Agreement) shall have occurred and be
         continuing, the reasonable expenses of retaking, holding, preparing for
         sale or lease, selling or otherwise disposing of or realizing on the
         Vessel, or of any exercise by the Mortgagee of its rights hereunder,
         together with reasonable attorneys' fees and court costs; and

                  (v) all amounts paid by the Mortgagee as to which the
         Mortgagee has the right to reimbursement under Section 14 of Article II
         and Section 7 of Article III;

all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it being
acknowledged and agreed that the "Obligations" shall include extensions of
credit of the types described above, whether outstanding on the date hereof or
extended from time to time after the date hereof,

(all such Obligations, principal, interest, and all other sums hereinafter
called the "Indebtedness hereby secured") and to secure the performance and
observance of and compliance with all of the agreements, covenants and
conditions contained in this Mortgage, the Subsidiaries Guaranty, the Pledge
Agreement, the Interest Rate Protection Agreements, the Other Hedging Agreements
and the other Credit Documents to which the Shipowner is a party, the Shipowner
has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and
set over and by these presents does grant, convey, mortgage, pledge, confirm,
assign, transfer and set over, unto the Mortgagee, and its successors and
assigns, the whole of the said vessel [VESSEL NAME], including, without being
limited to, all of the boilers, engines, machinery, masts, spars, boats,
anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps and
pumping equipment, apparel, furniture, drilling equipment, fittings, equipment,
spare parts, and all other appurtenances thereunto appertaining or belonging,
whether now owned or hereafter acquired, and also any and all additions,
improvements, renewals and replacements hereafter made in or to such vessel or
any part thereof, including all items and appurtenances aforesaid (such vessel,
together with all of the foregoing, being herein called the "Vessel").

                                       4

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                  TO HAVE AND TO HOLD all and singular the above mortgaged and
described property unto the Mortgagee and its successors and assigns, to its and
to its successors' and assigns' own use, benefit and behoof forever.

                  PROVIDED, and these presents are upon the condition, that, if
the Shipowner or its successors or assigns shall pay or cause to be paid the
Indebtedness hereby secured as and when the same shall become due and payable in
accordance with the terms of the Subsidiaries Guaranty, this Mortgage, the
Pledge Agreement and the other Credit Documents to which it is a party, and all
other such sums as may hereafter become secured by this Mortgage in accordance
with the terms hereof, and the Shipowner shall duly perform, observe and comply
with or cause to be performed, observed, or complied with all the covenants,
terms and conditions of this Mortgage, the Subsidiaries Guaranty, the Pledge
Agreement and the other Credit Documents to which it is a party expressed or
implied, to be performed, then this Mortgage and the estate and rights hereunder
shall cease, determine and be void, otherwise to remain in full force and
effect.

                  The Shipowner, for itself, its successors and assigns, hereby
covenants, declares and agrees with the Mortgagee and its successors and assigns
that the Vessel is to be held subject to the further covenants, conditions,
terms and uses hereinafter set forth.

                  The Shipowner covenants and agrees with the Mortgagee as
follows:

                                    ARTICLE I

                 REPRESENTATIONS AND WARRANTIES OF THE SHIPOWNER

                  Section 1. EXISTENCE; AUTHORIZATION. The Shipowner is a
corporation duly organized and validly existing under the laws of [PLACE OF
SHIPOWNER INCORPORATION] is registered in the Republic of the Marshall Islands
as a Foreign Maritime Entity and shall so remain during the life of this
Mortgage. The Shipowner has full power and authority to own and mortgage the
Vessel; has full right and entitlement to register the Vessel in its name under
the flag of the Republic of the Marshall Islands and all action necessary and
required by law for the execution and delivery of this Mortgage has been duly
and effectively taken; and each of the Indebtedness hereby secured and the
Mortgage is and will be the legal, valid and binding obligation of the Shipowner
enforceable in accordance with its terms.

                  Section 2. TITLE TO VESSEL. The Shipowner lawfully owns
and is lawfully possessed of the Vessel free from any lien or encumbrance
whatsoever other than this Mortgage, liens for current crew's wages and liens
not yet required to be removed under Section 7 of Article II hereof and will
warrant and defend the

                                       5

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title and possession thereto and to every part thereof for the benefit of the
Mortgagee against the claims and demands of all persons whomsoever.

                                   ARTICLE II

                           COVENANTS OF THE SHIPOWNER

                  Section 1. PAYMENT OF INDEBTEDNESS. The Shipowner will
pay or cause to be paid the Indebtedness hereby secured and will observe,
perform and comply with the covenants, terms and conditions herein and in the
Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents to
which it is a party, express or implied, on its part to be observed, performed
or complied with. In the event of inconsistency between any of this Mortgage,
the Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents,
the provisions of this Mortgage shall prevail but only to the extent required by
Marshall Islands law.

                  The obligation of the Indebtedness hereby secured is an
obligation in United States Dollars and the term "$" when used herein shall mean
such United States Dollars. Notwithstanding fluctuations in the value or rate of
United States Dollars in terms of gold or any other currency, all payments
hereunder or otherwise in respect of the Indebtedness hereby secured shall be
payable in terms of United States Dollars when due, in United States Dollars
when paid, whether such payment is made before or after the due date.

                  Section 2. MORTGAGE RECORDING. The Shipowner will cause
this Mortgage to be duly recorded or filed in the Office of the Deputy
Commissioner of Maritime Affairs of the Republic of the Marshall Islands, in
accordance with the provisions of Chapter 3 of the Republic of the Marshall
Islands Maritime Act of 1990, as amended (hereinafter called the "Marshall
Islands Maritime Law") and will otherwise comply with and satisfy all of the
provisions of applicable laws of the Republic of the Marshall Islands in order
to establish and maintain this Mortgage as a first preferred mortgage thereunder
upon the Vessel and upon all renewals, replacements and improvements made in or
to the same for the amount of the Indebtedness hereby secured.

                  Section 3. LAWFUL OPERATION. The Shipowner will not
cause or permit the Vessel to be operated in any manner contrary to law, and the
Shipowner will not engage in any unlawful trade or violate any law or carry any
cargo that will expose the Vessel to penalty, forfeiture or capture, and will
not do, or suffer or permit to be done, anything which can or may injuriously
affect the registration of the Vessel under the laws and regulations of the
Republic of the Marshall Islands and will at all times keep the Vessel duly
documented thereunder.

                  Section 4. PAYMENT OF TAXES. The Shipowner will pay and
discharge when due and payable, from time to time, all taxes, assessments,
governmental

                                       6

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charges, fines and penalties lawfully imposed on the Vessel or any income
therefrom.

                  Section 5. PROHIBITION OF LIENS. Neither the Shipowner,
any charterer, the Master of the Vessel nor any other person has or shall have
any right, power or authority to create, incur or permit to be placed or imposed
or continued upon the Vessel, its freights, profits or hire any lien whatsoever
other than this Mortgage, other liens in favor of the Mortgagee and for crew's
wages and salvage.

                  Section 6. NOTICE OF MORTGAGE. The Shipowner will
place, and at all times and places will retain a properly certified copy of this
Mortgage on board the Vessel with her papers and will cause such certified copy
and the Vessel's marine document to be exhibited to any and all persons having
business therewith which might give rise to any lien thereon other than liens
for crew's wages and salvage, and to any representative of the Mortgagee.

                  The Shipowner will place and keep prominently displayed in the
chart room and in the Master's cabin on the Vessel a framed printed notice in
plain type reading as follows:

                               NOTICE OF MORTGAGE

         THIS VESSEL IS OWNED BY [SHIPOWNER], AND IS SUBJECT TO A FIRST
         PREFERRED MORTGAGE IN FAVOR OF CHRISTIANIA BANK OG KREDITKASSE ASA, NEW
         YORK BRANCH, AS TRUSTEE/MORTGAGEE UNDER AUTHORITY OF CHAPTER 3 OF THE
         MARSHALL ISLANDS MARITIME ACT 1990, AS AMENDED. UNDER THE TERMS OF SAID
         MORTGAGE, NEITHER THE SHIPOWNER, ANY CHARTERER, THE MASTER OF THE
         VESSEL, NOR ANY OTHER PERSON HAS ANY RIGHT, POWER OR AUTHORITY TO
         CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THE VESSEL, ANY
         ENCUMBRANCES WHATSOEVER OR ANY OTHER LIEN WHATSOEVER OTHER THAN FOR
         CREW'S WAGES AND SALVAGE.

                  Section 7. REMOVAL OF LIENS. Except for the lien of
this Mortgage, the Shipowner will not suffer to be continued any lien,
encumbrance or charge on the Vessel, and in due course and in any event within
thirty (30) days after the same becomes due and payable or within fourteen (14)
days after being requested to do so by the Mortgagee, the Shipowner will pay or
cause to be discharged or make adequate provision for the satisfaction or
discharge of all claims or demands, and will cause the Vessel to be released or
discharged from any lien, encumbrance or charge therefor.

                                       7
<PAGE>

                  Section 8. RELEASE FROM ARREST. If a libel, complaint
or similar process be filed against the Vessel or the Vessel be otherwise
attached, levied upon or taken into custody by virtue of any legal proceeding in
any court, the Shipowner will promptly notify the Mortgagee thereof by telex, or
telefax confirmed by letter, at the address, as specified in this Mortgage, and
within fourteen (14) days will cause the Vessel to be released and all liens
thereon other than this Mortgage to be discharged, will cause a certificate of
discharge to be recorded in the case of any recording of a notice of claim of
lien, and will promptly notify the Mortgagee thereof in the manner aforesaid.
The Shipowner will notify the Mortgagee within forty-eight (48) hours of any
average or salvage incurred by the Vessel.

                  Section 9. MAINTENANCE. (a)The Shipowner will at all
times and without cost or expense to the Mortgagee maintain and preserve, or
cause to be maintained and preserved, the Vessel and all its equipment, outfit
and appurtenances, tight, staunch, strong, in good condition, working order and
repair and in all respects seaworthy and fit for its intended service, and will
keep the Vessel, or cause her to be kept, in such condition as will entitle her
to the highest classification and rating for vessels of the same age and type in
the American Bureau of Shipping or other classification society of like standing
approved by the Mortgagee. The Shipowner covenants to deliver annually to the
Mortgagee a certificate from such class society showing such classification to
be maintained. The Shipowner will without cost or expense to the Mortgagee
promptly, irrevocably and unconditionally instruct and authorize the
classification society of the Vessel, and shall request the classification
society to give an undertaking to the Mortgagee as follows:

         1.       to send to the Mortgagee, following receipt of a written
                  request from the Mortgagee, certified true copies of all
                  original class records held by the classification society
                  relating to the Vessel;

         2.       to allow the Mortgagee (or its agents), at any time and from
                  time to time, to inspect the original class and related
                  records of the Shipowner and the Vessel at the offices of the
                  classification society and to take copies of them;

         3.       following receipt of a written request from the Mortgagee:

                  (a)      to advise of any facts or matters which may result in
                           or have resulted in a change, suspension,
                           discontinuance, withdrawal or expiry of the Vessel's
                           class under the rules or terms and conditions of the
                           Shipowner's or the Vessel's membership of the
                           classification society; and

                  (b)      to confirm that the Shipowner is not in default of
                           any of its contractual obligations or liabilities to
                           the classification society

                                       8

<PAGE>

                           and, without limiting the foregoing, that it has
                           paid in full all fees or other charges due and
                           payable to the classification society; and

                  (c)      if the Shipowner is in default of any of its
                           contractual obligations or liabilities to the
                           classification society, to specify to the Mortgagee
                           in reasonable detail the facts and circumstances of
                           such default, the consequences thereof, and any
                           remedy period agreed or allowed by the classification
                           society; and

                  (d)      to notify the Mortgagee immediately in writing if the
                           classification society receives notification from the
                           Shipowner or any other person that the Vessel's
                           classification society is to be changed.

Notwithstanding the above instructions and undertaking given for the benefit of
the Mortgagee, the Shipowner shall continue to be responsible to the
classification society for the performance and discharge of all its obligations
and liabilities relating to or arising out of or in connection with the contract
it has with the classification society, and nothing herein or therein shall be
construed as imposing any obligation or liability of the Mortgagee to the
classification society in respect thereof.

                  The Shipowner shall further notify the classification society
that all the foregoing instructions and authorizations shall remain in full
force and effect until revoked or modified by written notice to the
classification society received from the Mortgagee, and that the Shipowner shall
reimburse the classification society for all its costs and expenses incurred in
complying with the foregoing instructions.

                  (b) The Vessel shall, and the Shipowner covenants that she
will, at all times comply with all applicable laws, treaties and conventions to
which the Republic of the Marshall Islands is a party, and rules and regulations
issued thereunder, and shall have on board as and when required thereby valid
certificates showing compliance therewith. The Shipowner will not make, or
permit to be made, any substantial change in the structure, type or speed of the
Vessel or change in her rig, without first receiving the written approval
thereof by the Mortgagee.

                  (c) The Shipowner agrees to give the Mortgagee at least ten
(10) days notice of the actual date and place of any survey or drydocking, in
order that the Mortgagee may have representatives present if desired. The
Shipowner agrees that at the Mortgagee's request it will satisfy the Mortgagee
that the expense of such survey or drydocking or work to be done thereat is
within Shipowner's financial capability and will not result in a claim or lien
against the Vessel in violation of the provisions of this Mortgage, the Credit
Agreement, the Subsidiaries Guaranty, the Pledge Agreement or any other Credit
Document.

                                       9

<PAGE>

                  (d) The Shipowner shall promptly notify the Mortgagee of and
furnish the Mortgagee with full information, including copies of reports and
surveys, regarding any material accident or accident involving repairs where the
aggregate cost is likely to exceed Five Hundred Thousand Dollars (U.S. $500,000)
(or its equivalent in another currency), any major damage to the Vessel, any
event affecting the Vessel's class, any occurrence in consequence whereof the
Vessel has become or is likely to suffer an Event of Loss (as defined in the
Credit Agreement).

                  (e) The Mortgagee shall have the right at any time, on
reasonable notice, to have its surveyor conduct inspections and surveys of the
Vessel to ascertain the condition of the Vessel and to satisfy itself that the
Vessel is being properly repaired and maintained. Such inspections and surveys
shall be conducted at such times and in such manner as will not interfere with
the Shipowner's normal business operations and schedule.

                  Section 10. INSPECTION; REPORTS. (a) The Shipowner will
at all reasonable times afford the Mortgagee or its authorized representatives
full and complete access to the Vessel for the purpose of inspecting the Vessel
and her cargo and papers, including without limitation all records pertaining to
the Vessel's maintenance and repair, and, at the request of the Mortgagee, the
Shipowner will deliver for inspection copies of any and all contracts and
documents relating to the Vessel, whether on board or not.

                  (b) The Shipowner hereby agrees to furnish promptly to the
Mortgagee, on demand, any reports or information which the Shipowner may submit
to shareholders or regulatory agencies and any additional information which the
Mortgagee may request in respect of the financial condition of the Shipowner.

                  Section 11. FLAG; HOME PORT. (a) The Shipowner will not
change the flag or home port of the Vessel without the written consent of the
Mortgagee and any such written consent to any one change of flag or home port
shall not be construed to be a waiver of this provision with respect to any
subsequent proposed change of flag or home port.

                  (b) Notwithstanding the foregoing provisions of this Section
11, upon not less than 30 days prior written notice to the Mortgagee, provided
no Default or Event of Default under the Credit Agreement shall have occurred
and be continuing, the Shipowner may change the flag or home port of the Vessel
to another flag or home port reasonably satisfactory to the Mortgagee, PROVIDED
that the Shipowner shall promptly take all actions necessary or desirable to
establish, preserve, protect and maintain the security interest of the Mortgagee
in the Vessel to the satisfaction of the Mortgagee, and the Shipowner shall have
provided to the Mortgagee and the Lenders such opinions of counsel as may be
reasonably requested by the Mortgagee to assure itself that the conditions of
this proviso have been satisfied.

                                       10

<PAGE>

                  Section 12. NO SALES, TRANSFERS OR CHARTERS. The
Shipowner will not sell, mortgage, transfer, or change the management of, or
demise charter the Vessel for any period longer than twelve (12) months
(including any permitted extensions or renewals) in each case, without the
written consent of the Mortgagee first had and obtained, and any such written
consent to any one sale, mortgage, demise charter, transfer, or change of
management shall not be construed to be a waiver of this provision with respect
to any subsequent proposed sale, mortgage, demise charter, transfer, or change
of management. Any such sale, mortgage, demise charter, transfer, or change of
management of the Vessel shall be subject to the provisions of this Mortgage and
the lien hereof.

                  Section 13. INSURANCE. (a) The Shipowner, at its own
expense, will keep the Vessel insured with insurers and protection and indemnity
clubs or associations of internationally recognized responsibility, and placed
through brokers, in each case reasonably satisfactory to the Mortgagee and under
forms of policies approved by the Mortgagee against the risks indicated below
and such other risks as the Mortgagee may specify from time to time:

                  (i) Marine and war risk hull and machinery insurance in an
         amount in U.S. dollars equal to, except as otherwise approved or
         required in writing by the Mortgagee, the greater of (x) the then full
         commercial value of the Vessel or (y) an amount which, when aggregated
         with such insured value of the other Vessels referred to in the Credit
         Agreement (if the other Vessels are then subject to a mortgage in favor
         of the Mortgagee under the Credit Agreement, and have not suffered an
         Event of Loss as defined in the Credit Agreement), is equal to 120% of
         the then outstanding aggregate principal amount of the outstanding Term
         Loans (as defined in the Credit Agreement) plus the Total Revolving
         Loan Commitment (as defined in the Credit Agreement) whether used or
         unused.

                  (ii) Marine and war risk protection and indemnity insurance or
         equivalent insurance (including coverage against liability for
         passengers, fines and penalties arising out of the operation of the
         Vessel, insurance against liability arising out of pollution, spillage
         or leakage, and workmen's compensation or longshoremen's and harbor
         workers' insurance as shall be required by applicable law) in such
         amounts approved by the Mortgagee; provided, however that insurance
         against liability under law or international convention arising out of
         pollution, spillage or leakage shall be in an amount not less than the
         greater of:

                  (y)      the maximum amount available, as that amount may from
                           time to time change, from the International Group of
                           Protection and Indemnity Associations or
                           alternatively such sources of pollution, spillage or
                           leakage coverage as are commercially available in any
                           absence of such coverage by the International

                                       11

<PAGE>

                           Group as shall be carried by prudent shipowners for
                           similar vessels engaged in similar trades plus
                           amounts available from customary excess insurers of
                           such risks as excess amounts shall be carried by
                           prudent shipowners for similar vessels engaged in
                           similar trades; and

                  (z)      the amounts required by the laws or regulations of
                           the United States of America or any applicable
                           jurisdiction in which the Vessel may be trading from
                           time to time.

                  (iii) Mortgagee's interest insurance (including extended
         mortgagee interest-additional perils-pollution) coverage satisfactory
         to the Mortgagee in an amount equal to 120% of the then outstanding
         aggregate principal amounts of the outstanding Term Loans plus the
         Total Revolving Loan Commitment (as defined in the Credit Agreement)
         whether used or unused; all such mortgagee's interest insurance cover
         may in the Mortgagee's discretion be obtained directly by the Mortgagee
         and the Shipowner shall on demand pay all costs of such cover.

                  (iv) While the Vessel is idle or laid up, at the option of the
         Shipowner and in lieu of the above-mentioned marine and war risk hull
         insurance, port risk insurance insuring the Vessel against the usual
         risks encountered by like vessels under similar circumstances.

                  (b) The marine and commercial war-risk insurance required by
this Section 13 shall have deductibles and franchises no higher than the
following: (i) Hull and Machinery - US$115,000 for all hull claims and
US$150,000 for all machinery claims each accident or occurrence and (ii)
Protection and Indemnity - US$50,000 for cargo claims, US$35,000 for crew
claims, US$10,000 passenger claims and US$15,000 all other claims, in each case
each accident or occurrence.

                  All insurance maintained hereunder shall be primary insurance
without right of contribution against any other insurance maintained by the
Mortgagee. Each policy of marine and war risk hull and machinery insurance with
respect to the Vessel shall provide that the Mortgagee shall be a named insured
and a loss payee. Each entry in a marine and war risk protection indemnity club
with respect to the Vessel shall note the interest of the Mortgagee. The
Mortgagee and its successors and assigns shall not be responsible for any
premiums, club calls, assessments or any other obligations or for the
representations and warranties made therein by the Shipowner or any other
person.

                  (c) The Shipowner will furnish the Mortgagee from time to time
on request, and in any event at least annually, a detailed report signed by a
firm of marine insurance brokers acceptable to the Mortgagee with respect to the
hull and machinery and war risk insurance and Mortgagee's interest insurance
carried and

                                       12

<PAGE>

maintained on the Vessel, together with their opinion as to the adequacy
thereof and its compliance with the provisions of this Mortgage. At the
Shipowner's expense the Shipowner will cause such insurance broker and the P
& I club or association providing P & I insurance referred to in part (a)(ii)
of this Section 13, to agree to advise the Mortgagee by telex or telecopier
confirmed by letter of any expiration, termination, alteration or
cancellation of any policy, any default in the payment of any premium and of
any other act or omission on the part of the Shipowner of which it has
knowledge and which might invalidate or render unenforceable, in whole or in
part, any insurance on the Vessel. To the extent obtainable from underwriters
or brokers, all policies required hereby shall provide for not less than 14
days prior written notice to be received by the Mortgagee of the termination
or cancellation of the insurance evidenced thereby. All policies of insurance
maintained pursuant to this Section 13 for risks covered by insurance other
than that provided by a P & I Club shall contain provisions waiving
underwriters' rights of subrogation thereunder against any assured named in
such policy and any assignee of said assured. The Shipowner has assigned to
the Mortgagee its rights under any policies of insurance in respect of the
Vessel. The Shipowner agrees that, unless the insurances by their terms
provide that they cannot cease (by reason of nonrenewal or otherwise) without
the Mortgagee being informed and having the right to continue the insurance
by paying any premiums not paid by the Shipowner, receipts showing payment of
premiums for required insurance and also of demands from the Vessel's P & I
underwriters shall be in the hands of the Mortgagee at least two (2) days
before the risk in question commences.

                  (d) Unless the Mortgagee shall otherwise agree, all amounts of
whatsoever nature payable under any insurance must be payable to the Mortgagee
for distribution first to itself and thereafter to the Shipowner or others as
their interests may appear. Nevertheless, until otherwise required by the
Mortgagee by notice to the underwriters upon the occurrence and continuance of a
Default (as defined in the Credit Agreement) or an event of default hereunder,
(i) amounts payable under any insurance on the Vessel with respect to protection
and indemnity risks may be paid directly to the Shipowner to reimburse it for
any loss, damage or expense incurred by it and covered by such insurance or to
the person to whom any liability covered by such insurance has been incurred
provided that the underwriter shall have first received evidence that the
liability insured against has been discharged, and (ii) amounts payable under
any insurance with respect to the Vessel involving any damage to the Vessel not
constituting an Event of Loss (as defined in the Credit Agreement), may be paid
by underwriters directly for the repair, salvage or other charges involved or,
if the Shipowner shall have first fully repaired the damage or paid all of the
salvage or other charges, may be paid to the Shipowner as reimbursement
therefor; PROVIDED, HOWEVER, that if such amounts (including any franchise or
deductible) are in excess of U.S.$250,000, the underwriters shall not make such
payment without first obtaining the written consent thereto of the Mortgagee.

                                       13

<PAGE>

                  (e) All amounts paid to the Mortgagee in respect of any
insurance on the Vessel shall be disposed of as follows (after deduction of the
expenses of the Mortgagee in collecting such amounts):

                  (i) any amount which might have been paid at the time, in
         accordance with the provisions of paragraph (d) above, directly to the
         Shipowner or others shall be paid by the Mortgagee to, or as directed
         by, the Shipowner;

                  (ii) all amounts paid to the Mortgagee in respect of an Event
         of Loss (as defined in the Credit Agreement) of the Vessel shall be
         applied by the Mortgagee to the payment of the Indebtedness hereby
         secured pursuant to Section 4.02(c) of the Credit Agreement;

                  (iii) all other amounts paid to the Mortgagee in respect of
         any insurance on the Vessel may, in the Mortgagee's sole discretion, be
         held and applied to the prepayment of the Indebtedness hereby secured
         or to making of needed repairs or other work on the Vessel, or to the
         payment of other claims incurred by the Shipowner relating to the
         Vessel, or may be paid to the Shipowner or whosoever may be entitled
         thereto.

                  (f) In the event that any claim or lien is asserted against
the Vessel for loss, damage or expense which is covered by insurance required
hereunder and it is necessary for the Shipowner to obtain a bond or supply other
security to prevent arrest of the Vessel or to release the Vessel from arrest on
account of such claim or lien, the Mortgagee, on request of the Shipowner, may,
in the sole discretion of the Mortgagee, assign to any person, firm or
corporation executing a surety or guarantee bond or other agreement to save or
release the Vessel from such arrest, all right, title and interest of the
Mortgagee in and to said insurance covering said loss, damage or expense, as
collateral security to indemnify against liability under said bond or other
agreement.

                  (g) The Shipowner shall deliver to the Mortgagee certified
copies and, whenever so requested by the Mortgagee, the originals of all
certificates of entry, cover notes, binders, evidences of insurance and policies
and all endorsements and riders amendatory thereof in respect of insurance
maintained under this Mortgage for the purpose of inspection or safekeeping, or,
alternatively, satisfactory letters of undertaking from the broker holding the
same. The Mortgagee shall be under no duty or obligation to verify the adequacy
or existence of any such insurance or any such policies, endorsement or riders.

                  (h) The Shipowner agrees that it will not execute or permit or
willingly allow to be done any act by which any insurance may be suspended,
impaired or cancelled, and that it will not permit or allow the Vessel to
undertake any voyage or run any risk or transport any cargo which may not be
permitted by

                                       14

<PAGE>

the policies in force, without having previously notified the Mortgagee in
writing and insured the Vessel by additional coverage to extend to such
voyages, risks, passengers or cargoes.

                  (i) In case any underwriter proposes to pay less on any claim
than the amount thereof, the Shipowner shall forthwith inform the Mortgagee, and
if a Default, an Event of Default or an Event of Loss (as such terms are defined
in the Credit Agreement) has occurred and is continuing the Mortgagee shall have
the exclusive right to negotiate and agree to any compromise.

                  (j) The Shipowner will comply with and satisfy all of the
provisions of any applicable law, convention, regulation, proclamation or order
concerning financial responsibility for liabilities imposed on the Shipowner or
the Vessel with respect to pollution by any state or nation or political
subdivision thereof and will maintain all certificates or other evidence of
financial responsibility as may be required by any such law, convention,
regulation, proclamation or order with respect to the trade in which the Vessel
is from time to time engaged and the cargo carried by it.

                  Section 14. REIMBURSEMENT FOR EXPENSES. The Shipowner
will reimburse the Mortgagee promptly for any and all expenditures which the
Mortgagee may from time to time make, lay out or expend in providing such
protection in respect of insurance, discharge or purchase of liens, taxes, dues,
tolls, assessments, governmental charges, fines and penalties lawfully imposed,
repairs, attorney's fees, and other matters as the Shipowner is obligated herein
to provide, but fails to provide or which, in the sole judgment of the Mortgagee
are necessary or appropriate for the protection of the Vessel or the security
granted by this Mortgage. Such obligation of the Shipowner to reimburse the
Mortgagee shall be an additional indebtedness due from the Shipowner, shall bear
interest at the interest rate as set forth in Section 1.07(b) of the Credit
Agreement from the date of payment by the Mortgagee to and including the date of
reimbursement by the Shipowner, shall be secured by this Mortgage, and shall be
payable by the Shipowner on demand. The Mortgagee, though privileged to do so,
shall be under no obligation to the Shipowner to make any such expenditure, nor
shall the making thereof relieve the Shipowner of any default in that respect.

                  Section 15. PERFORMANCE OF CHARTERS. The Shipowner will
fully perform any and all charter parties which may be entered into with respect
to the Vessel and will promptly notify the Mortgagee of any material claim by
any charterer of non-performance thereunder by the Shipowner.

                  Section 16. CHANGE IN OWNERSHIP. The Shipowner further
covenants and agrees with the Mortgagee that, so long as any part of the
Indebtedness hereby secured remains unpaid, there shall be no change in the
ownership of the Vessel or

                                       15

<PAGE>

any of the shares of the Shipowner without the prior written consent of the
Mortgagee.

                  Section 17. PREPAYMENT IF EVENT OF LOSS. In the event
that the Vessel suffers an Event of Loss, as such term is defined in the Credit
Agreement, then and in each such case the Shipowner shall forthwith repay the
Indebtedness hereby secured at the time and in the amount set forth in Section
4.02(c) of the Credit Agreement except to the extent such amounts have otherwise
been paid as therein provided.

                                   ARTICLE III

                         EVENTS OF DEFAULT AND REMEDIES

                  Section 1. EVENTS OF DEFAULT; REMEDIES. In case any one
or more of the following events, herein termed "events of default", shall
happen:

                  (a) the Shipowner fails to pay within three (3) Business Days
         of the date due any payment in respect of the Indebtedness hereby
         secured as provided herein; or

                  (b) the statements in Article I shall prove to have been
         untrue when made in a material way; or

                  (c) a default in the due and punctual observance and
         performance of any of the provisions of Sections 2, 3, 7, 8, 9(b), 11,
         12, 13(a), (b), (d), (h) and (j), 16 or 17 of Article II hereof shall
         have occurred and be continuing; or

                  (d) a breach or omission in the due and punctual observance of
         any of the other covenants and conditions herein required to be kept
         and performed by the Shipowner and such breach or omission shall
         continue for 30 days after the day the Shipowner first knew or should
         have known of such breach or omission; or

                  (e) an Event of Default shall have occurred and be continuing
         under the Credit Agreement; or

                  (f) a payment default by the Borrower or any of its
         subsidiaries under any Interest Rate Protection Agreement or Other
         Hedging Agreement shall have occurred and be continuing; or

                  (g) any notice shall have been issued by the government or any
         bureau, department, officer, board or agency thereof of the country of
         registry of the Vessel to the effect that the Vessel is subject to
         cancellation from such registry or the certificate of registry of the
         Vessel is subject to revocation or cancellation for any reason
         whatsoever, and such notice shall not have been

                                       16

<PAGE>

         cancelled or annulled on or before seven (7) Business Days (as defined
         in the Credit Agreement) prior to the date set forth in such notice
         for such cancellation or revocation; or

                  (h) the Vessel shall be cancelled from the country of registry
         of the Vessel or the certificate of registry of the Vessel is revoked
         or cancelled for any reason whatsoever;

then:

                  the security constituted by this Mortgage shall become
immediately enforceable and that without limitation, the enforcement remedies
specified can be exercised irrespective of whether or not the Mortgagee has
exercised the right of acceleration under the Credit Agreement or any of the
other Credit Documents and the Mortgagee shall have the right to:

                  (i) Declare all the then unpaid Indebtedness hereby secured to
         be due and payable immediately, and upon such declaration, the same
         shall become and be immediately due and payable provided, however, that
         no declaration shall be required if an event of default shall have
         occurred by reason of a default under Section 10.05 of the Credit
         Agreement, then and in such case, the Indebtedness hereby secured shall
         become immediately due and payable on the occurrence of such event of
         default without any notice or demand;

                  (ii) Exercise all of the rights and remedies in foreclosure
         and otherwise given to a mortgagee by the provisions of the laws of the
         country of registry of the Vessel or of any other jurisdiction where
         the Vessel may be found;

                  (iii) Bring suit at law, in equity or in admiralty, as it may
         be advised, to recover judgment for the Indebtedness hereby secured,
         and collect the same out of any and all property of the Shipowner
         whether covered by this Mortgage or otherwise;

                  (iv) Take and enter into possession of the Vessel, at any
         time, wherever the same may be, without legal process and without being
         responsible for loss or damage and the Shipowner or other person in
         possession forthwith upon demand of the Mortgagee shall surrender to
         the Mortgagee possession of the Vessel;

                  (v) Without being responsible for loss or damage, the
         Mortgagee may hold, lay up, lease, charter, operate or otherwise use
         such Vessel for such time and upon such terms as it may deem to be for
         its best advantage, and demand, collect and retain all hire, freights,
         earnings, issues, revenues, income, profits, return premiums, salvage
         awards or recoveries, recoveries in

                                       17

<PAGE>

         general average, and all other sums due or to become due in respect
         of such Vessel or in respect of any insurance  thereon from any
         person whomsoever, accounting only for the net profits, if any,
         arising from such use of the Vessel and charging upon all receipts
         from the use of the Vessel or from the sale thereof by court
         proceedings or pursuant to subsection (vi) next following, all
         costs, expenses, charges, damages or losses by reason of such use; and
         if at any time the Mortgagee shall avail itself of the right herein
         given them to take the Vessel, the Mortgagee shall have the right to
         dock the Vessel, for a reasonable time at any dock, pier or other
         premises of the Shipowner without charge, or to dock her at any other
         place at the cost and expense of the Shipowner;

                  (vi) Without being responsible for loss or damage, the
         Mortgagee may sell the Vessel upon such terms and conditions as to the
         Mortgagee shall seem best, free from any claim of or by the Shipowner,
         at public or private sale, by sealed bids or otherwise, by mailing, by
         air or otherwise, notice of such sale, whether public or private,
         addressed to the Shipowner at its last known address and to any other
         registered mortgagee, twenty (20) calendar days prior to the date fixed
         for entering into the contract of sale and by first publishing notice
         of any such public sale for ten (10) consecutive days, in daily
         newspapers of general circulation published in the City of New York,
         State of New York; in the event that the Vessel shall be offered for
         sale by private sale, no newspaper publication of notice shall be
         required, nor notice of adjournment of sale; sale may be held at such
         place and at such time as the Mortgagee by notice may have specified,
         or may be adjourned by the Mortgagee from time to time by announcement
         at the time and place appointed for such sale or for such adjourned
         sale, and without further notice or publication the Mortgagee may make
         any such sale at the time and place to which the same shall be so
         adjourned; and any sale may be conducted without bringing the Vessel to
         the place designated for such sale and in such manner as the Mortgagee
         may deem to be for its best advantage, and the Mortgagee may become the
         purchaser at any sale. The Shipowner agrees that any sale made in
         accordance with the terms of this paragraph shall be deemed made in a
         commercially reasonable manner insofar as it is concerned;

                  (vii) Require that all policies, contracts, certificates of
         entry and other records relating to the insurance with respect to the
         Vessel, including, but not limited to, those described in Article II,
         Section 13 hereof (the "Insurances") (including details of and
         correspondence concerning outstanding claims) be forthwith delivered to
         or to the order of the Mortgagee;

                  (viii) Collect, recover, compromise and give a good discharge
         for any and all monies and claims for monies then outstanding or
         thereafter arising under the Insurances or in respect of the earnings
         or any requisition

                                       18
<PAGE>

         compensation and to permit any brokers through whom collection or
         recovery is effected to charge the usual brokerage therefore.

                  Section 2. POWER OF SALE. Any sale of the Vessel made
in pursuance of this Mortgage, whether under the power of sale hereby granted or
any judicial proceedings, shall operate to divest all right, title and interest
of any nature whatsoever of the Shipowner therein and thereto, and shall bar the
Shipowner, its successors and assigns, and all persons claiming by, through or
under them. No purchaser shall be bound to inquire whether notice has been
given, or whether any default has occurred, or as to the propriety of the sale,
or as to the application of the proceeds thereof. In case of any such sale, the
Mortgagee, if it is the purchaser, shall be entitled, for the purpose of making
settlement or payment for the property purchased, to use and apply the
Indebtedness hereby secured in order that there may be credited against the
amount remaining due and unpaid thereon the sums payable out of the net proceeds
of such sale to the Mortgagee after allowing for the costs and expense of sale
and other charges; and thereupon such purchaser shall be credited, on account of
such purchase price, with the net proceeds that shall have been so credited upon
the Indebtedness hereby secured. At any such sale, the Mortgagee may bid for and
purchase such property and upon compliance with the terms of sale may hold,
retain and dispose of such property without further accountability therefor.

                  Section 3. POWER OF ATTORNEY - SALE. The Mortgagee is
hereby irrevocably appointed attorney-in-fact of the Shipowner to execute and
deliver to any purchaser aforesaid, and is hereby vested with full power and
authority to make, in the name and on behalf of the Shipowner, a good conveyance
of the title to the Vessel so sold. Any person dealing with the Mortgagee or
attorney-in-fact shall not be put on enquiry as to whether the power of attorney
contained herein has become exercisable. In the event of any sale of the Vessel,
under any power herein contained, the Shipowner will, if and when required by
the Mortgagee, execute such form of conveyance of the Vessel as the Mortgagee
may direct or approve.

                  Section 4. POWER OF ATTORNEY - COLLECTION. The
Mortgagee is hereby irrevocably appointed attorney-in-fact of the Shipowner upon
the happening of any event of default, in the name of the Shipowner to demand,
collect, receive, compromise and sue for, so far as may be permitted by law, all
freight, hire, earnings, issues, revenues, income and profits of the Vessel and
all amounts due from underwriters under any insurance thereon as payment of
losses or as return premiums or otherwise, salvage awards and recoveries,
recoveries in general average or otherwise, and all other sums due or to become
due at the time of the happening of any event of default as defined in Section 1
of Article III hereof in respect of the Vessel, or in respect of any insurance
thereon, from any person whomsoever, and to make, give and execute in the name
of the Shipowner acquittances, receipts, releases or other discharges for the
same, whether under seal or otherwise, and to endorse and accept in the name of
the Shipowner all checks,

                                       19

<PAGE>

notes, drafts, warrants, agreements and other instruments in writing with
respect to the foregoing. Any person dealing with the Mortgagee or
attorney-in-fact shall not be put on enquiry as to whether the Power of
Attorney contained herein has become exercisable.

                  Section 5. DELIVERY OF VESSEL. Upon the security
constituted by this Mortgage becoming immediately enforceable pursuant to
Section 1 of Article III, the Mortgagee shall (in addition to the powers
described in Section 1 of Article III) become forthwith entitled (but not bound)
to appoint, by an instrument in writing under its seal or under the hand of any
director or officer or authorized signatory, a receiver and/or manager of the
Vessel upon such terms as to remuneration and otherwise as the Mortgagee shall
deem fit with power from time to time to remove any receiver and appoint another
in his stead and any receiver shall be the agent of the Shipowner (who shall be
solely responsible for his acts and defaults and remuneration) and shall have
all the powers conferred by law by way of addition to, but without limiting,
those powers any receiver shall have all the powers and entitlements conferred
on the Mortgagee by this Mortgage and generally shall be entitled to the same
protection and to exercise the same powers and discretions as are granted to the
Mortgagee under this Mortgage.

                  Section 6. MORTGAGEE TO DISCHARGE LIENS. The Shipowner
authorizes and empowers the Mortgagee or its appointees or any of them to appear
in the name of the Shipowner, its successors and assigns, in any court of any
country or nation of the world where a suit is pending against the Vessel
because of or on account of any alleged lien against the Vessel from which the
Vessel has not been released and to take such proceedings as to them or any of
them may seem proper towards the defense of such suit and the purchase or
discharge of such lien, and all expenditures made or incurred by them or any of
them for the purpose of such defense or purchase or discharge shall be a debt
due from the Shipowner, its successors and assigns, to the Mortgagee, and shall
be secured by the lien of this Mortgage in like manner and extent as if the
amount and description thereof were written herein.

                  Section 7. PAYMENT OF EXPENSES. The Shipowner covenants
that upon the happening of any one or more of the events of default, then, upon
written demand of the Mortgagee, the Shipowner will pay to the Mortgagee the
whole amount due and payable in respect of the Indebtedness hereby secured; and
in case the Shipowner shall fail to pay the same forthwith upon such demand, the
Mortgagee shall be entitled to recover judgment for the whole amount so due and
unpaid, together with such further amounts as shall be sufficient to cover the
reasonable compensation of the Mortgagee or its agents, attorneys and counsel
and any necessary advances, expenses and liabilities made or incurred by it or
them or the Mortgagee hereunder. All moneys collected by the Mortgagee under
this Section 7 shall be applied by the Mortgagee in accordance with the
provisions of Section 11 of this Article III.

                                       20

<PAGE>

                  Section 8. REMEDIES CUMULATIVE. Each and every power
and remedy herein given to the Mortgagee shall be cumulative and shall be in
addition to every other power and remedy herein given or now or hereafter
existing at law, in equity, in admiralty or by statute, and each and every power
and remedy whether herein given or otherwise existing may be exercised from time
to time and as often and in such order as may be deemed expedient by the
Mortgagee, and the exercise or the beginning of the exercise of any power or
remedy shall not be construed to be a waiver of the right to exercise at the
same time or thereafter any other power or remedy. The Mortgagee shall not be
required or bound to enforce any of its rights under any of the other Credit
Documents, prior to enforcing its rights under this Mortgage. No delay or
omission by the Mortgagee in the exercise of any right or power or in the
pursuance of any remedy accruing upon any default as above defined shall impair
any such right, power or remedy or be construed to be a waiver of any such event
of default or to be an acquiescence therein; nor shall the acceptance by the
Mortgagee of any security or of any payment of or on account of the Indebtedness
hereby secured maturing after any event of default or of any payment on account
of any past default be construed to be a waiver of any right to exercise its
remedies due to any future event of default or of any past event of default not
completely cured thereby. No consent, waiver or approval of the Mortgagee shall
be deemed to be effective unless in writing and duly signed by authorized
signatories of the Mortgagee; any waiver by the Mortgagee of any of the terms of
this Mortgage or any consent given under this Mortgage shall only be effective
for the purpose and on the terms which it is given and shall be without
prejudice to the right to give or withhold consent in relation to future matters
(which are either the same or different).

                  Section 9. CURE OF DEFAULTS. If at any time after an
event of default and prior to the actual sale of the Vessel by the Mortgagee or
prior to any enforcement or foreclosure proceedings the Shipowner offers
completely to cure all events of default and to pay all expenses, advances and
damages to the Mortgagee consequent on such events of default, with interest at
the interest rate set forth in Section 1.07(b) of the Credit Agreement, then the
Mortgagee may, but shall not be obligated to, accept such offer and payment and
restore the Shipowner to its former position, but such action, if taken, shall
not affect any subsequent event of default or impair any rights consequent
thereon.

                  Section 10. DISCONTINUANCE OF PROCEEDINGS. In case the
Mortgagee shall have proceeded to enforce any right, power or remedy under this
Mortgage by foreclosure, entry or otherwise, and such proceedings shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to the Mortgagee, then and in every such case the Shipowner and the
Mortgagee shall be restored to its former position and right hereunder with
respect to the property subject or intended to be subject to this Mortgage, and
all rights, remedies and powers of the Mortgagee shall continue as if no such
proceedings had been taken.

                                       21

<PAGE>

                  Section 11. APPLICATION OF PROCEEDS. After an event of
default hereunder shall have occurred and be continuing, the proceeds of any
sale of the Vessel and any and all other moneys received by the Mortgagee
pursuant to or under the terms of this Mortgage or in any proceedings hereunder,
the application of which has not elsewhere herein been specifically provided
for, shall be applied as follows:

                  FIRST: To the payment of all costs and expenses (together with
         interest thereon as set forth in Section 14 of Article II) of the
         Mortgagee, including the reasonable compensation of its agents and
         attorneys, by reason of any sale, retaking, management or operation of
         the Vessel and all other sums payable to the Mortgagee hereunder by
         reason of any expenses or liabilities incurred or advances made by it
         for the protection, maintenance and enforcement of the security or of
         any of its rights hereunder, under the Credit Agreement, the
         Subsidiaries Guaranty and under the other Credit Documents or in the
         pursuit of any remedy hereby or thereby conferred; and at the option of
         the Mortgagee to the payment of any taxes, assessments or liens
         claiming priority over the lien of this Mortgage; and

                  SECOND: To the Pledgee (as defined in the Pledge Agreement)
         for its distribution in accordance with the provisions of Section 9 of
         the Pledge Agreement.

                  Section 12. POSSESSION UNTIL DEFAULT. Until one or more
of the events of default hereinafter described shall happen, the Shipowner (a)
shall be suffered and permitted to retain actual possession and use of the
Vessel and (b) shall have the right, from time to time, in its discretion, and
without application to the Mortgagee, and without obtaining a release thereof by
the Mortgagee, to dispose of, free from the lien hereof, any boilers, engines,
machinery, masts, spars, sails, rigging, boats, anchors, chains, tackle,
apparel, furniture, fittings or equipment or any other appurtenances of the
Vessel that are no longer useful, necessary, profitable or advantageous in the
operation of the Vessel, first or simultaneously replacing the same by new
boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors,
chains, tackle, apparel, furniture, fittings, equipment, or other appurtenances
of substantially equal value to the Shipowner, which shall forthwith become
subject to the lien of this Mortgage as a first priority mortgage thereon.

                  Section 13. SEVERABILITY OF PROVISIONS, ETC. (a) If any
provision of this Mortgage should be deemed invalid or shall be deemed to affect
adversely the preferred status of this Mortgage under any applicable law, such
provision shall be void and of no effect and shall cease to be a part of this
Mortgage without affecting the remaining provisions, which shall remain in full
force and effect.

                  (b) In the event that the Subsidiaries Guaranty, this
Mortgage, any of the other Credit Documents or any of the documents or
instruments which may

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from time to time be delivered thereunder or hereunder or any provision
thereof or hereof shall be deemed invalidated by present or future law of any
nation or by decision of any court, this shall not affect the validity and/or
enforceability of all or any other parts of the Subsidiaries Guaranty, this
Mortgage, the Pledge Agreement, any of the other Credit Documents or such
documents or instruments and, in any such case, the Shipowner covenants and
agrees that, on demand, it will execute and deliver such other and further
agreements and/or documents and/or instruments and do such things as the
Mortgagee in its sole discretion may reasonably deem to be necessary to carry
out the true intent of this Mortgage, Subsidiaries Guaranty, the Pledge
Agreement, and the other Credit Documents.

                  (c) In the event that the title, or ownership of the Vessel
shall be requisitioned, purchased or taken by any government of any country or
any department, agency or representative thereof, pursuant to any present or
future law, proclamation, decree order or otherwise, the lien of this Mortgage
shall be deemed to attach to the claim for compensation therefor, and the
compensation, purchase or other taking of such title or ownership is hereby
agreed to be payable to the Mortgagee who shall be entitled to receive the same
and shall apply it as provided in Section 11 of this Article III. In the event
of any such requisition, purchase or taking, and the failure of the Mortgagee to
receive proceeds as herein provided, the Shipowner shall promptly execute and
deliver to the Mortgagee such documents, if any, as in the opinion of the
Mortgagee may be necessary or useful to facilitate or expedite the collection by
the Mortgagee of such part of the compensation, purchase price, reimbursement or
award as is payable to it hereunder.

                  (d) Anything herein to the contrary notwithstanding, it is
intended that nothing herein shall waive the priority status of this Mortgage,
and if any provision of this Mortgage or portion thereof shall be construed to
waive the priority status of this Mortgage, then such provision to such extent
shall be void and of no effect.

                                   ARTICLE IV

                                Sundry Provisions

                  Section 1. SUCCESSORS AND ASSIGNS. All of the
covenants, promises, stipulations and agreements of the Shipowner in this
Mortgage contained shall bind the Shipowner and its successors and shall inure
to the benefit of the Mortgagee and its successors and assigns. In the event of
any assignment or transfer of this Mortgage, the term "Mortgagee", as used in
this Mortgage, shall be deemed to mean any such assignee or transferee.

                  Section 2. POWER OF SUBSTITUTION. Wherever and whenever
herein any right, power or authority is granted or given to the Mortgagee, such
right,

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power or authority may be exercised in all cases by the Mortgagee or such
agent or agents as it may appoint, and the act or acts of such agent or agents
when taken shall constitute the act of the Mortgagee hereunder.

                  Section 3. COUNTERPARTS. This Mortgage may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

                  Section 4. NOTICES. Except as otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be in writing (including telexed, telegraphic, telex, telecopier or cable
communication) and mailed, telexed, telecopied, cabled or delivered, if to the
Shipowner or to the Mortgagee, at its address as specified below, or at such
other address as shall be designated by such party in a written notice to the
other party:

                  If to the Shipowner, addressed to it in care of:

                  General Maritime Corporation
                  Address:
                  Telephone:
                  Facsimile:

                  If to the Mortgagee, addressed to it:

                  Christiania Bank og Kreditkasse, ASA, New York Branch
                  11 West 42nd Street, 7th Floor
                  New York, NY  10036
                  Attn:   Hans Chr. Kjelsrud
                  Telephone:  (212) 827-4814
                  Facsimile:   (212) 827-4888

with a copy to:

                  Holland & Knight LLP
                  195 Broadway
                  New York, NY 10007
                  Attn:  Jovi Tenev
                  Telephone: (212) 513 3218
                  Facsimile:  (212) 385 9010

                  All such notices and communications shall, (i) when mailed, be
effective three Business Days (as defined in the Credit Agreement) after being
deposited in the mails, prepaid and properly addressed for delivery, (ii) when
sent by overnight courier, be effective one Business Day after delivery to the
overnight courier prepaid and properly addressed for delivery on such next
Business Day, or (iii) when sent by telex or telecopier,

                                       24

<PAGE>

be effective when sent by telex or telecopier, except that notices and
communications to the Mortgagee shall not be effective until received by the
Mortgagee.

                  Section 5. RECORDING CLAUSE. For purposes of recording
this First Preferred Mortgage as required by Chapter 3 of the Republic of the
Marshall Islands Maritime Act of 1990, as amended, the total amount of this
Mortgage is THREE HUNDRED TEN MILLION United States Dollars (U.S.
$310,000,000.00), and interest and performance of mortgage covenants. The
maturity date is June ___, 2006. There is no separate discharge amount.

                  Section 6. FURTHER ASSURANCES. The Shipowner shall
execute and do all such assurances, acts and things as the Mortgagee, or any
receiver in its absolute discretion may require for:

                  (a) perfecting or protecting the security created (or intended
         to be created) by this Mortgage; or

                  (b) preserving or protecting any of the rights of the
         Mortgagee under this Mortgage (or any of them); or

                  (c) ensuring that the security constituted by this Mortgage
         and the covenants and obligations of the Shipowner under this Mortgage
         shall enure to the benefit of assignees of the Mortgagee (or any of
         them); or

                  (d) facilitating the appropriation or realization of the
         Vessel or any part thereof and enforcing the security constituted by
         this Mortgage on or at any time after the same shall have become
         enforceable; or

                  (e) the exercise of any power, authority or discretion vested
         in the Mortgagee under this Mortgage,

in any such case, forthwith upon demand by the Mortgagee and at the expense of
the Shipowner. Without limitation of the foregoing, in connection with any
Interest Rate Protection Agreements or Other Hedging Agreements entered into
from time to time, the Shipowner shall, at its expense, enter into, deliver and
cause to be recorded such amendments and supplements to this Mortgage, and such
other instruments and legal opinions, as the Mortgagee may reasonably request.

                  Section 7. GOVERNING LAW. The provisions of this
Mortgage shall, with respect to its validity, effect, recordation and
enforcement, be governed by and construed in accordance with the applicable laws
of the Republic of the Marshall Islands.

                  Section 8. ADDITIONAL RIGHTS OF THE MORTGAGEE. In the
event the Mortgagee shall be entitled to exercise any of its remedies under
Article III hereof, the Mortgagee shall have the right to arrest and take action
against the Vessel at

                                       25

<PAGE>

whatever place the Vessel shall be found lying and for the purpose of any
action which the Mortgagee may bring before the Courts of such jurisdiction
or other judicial authority and for the purpose of any action which the
Mortgagee may bring against the Vessel, any writ, notice, judgment or other
legal process or documents may (without prejudice to any other method of
service under applicable law) be served upon the Master of the Vessel (or
upon anyone acting as the Master) and such service shall be deemed good
service on the Shipowner for all purposes.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



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                  IN WITNESS WHEREOF, the Shipowner has caused this First
Preferred Mortgage over the [VESSEL NAME] to be duly executed by its authorized
representative the day and year first above written.

                                     [NAME OF SHIPOWNER]


                                     By:    __________________________________
                                            Name:
                                            Title:




<PAGE>


                                 ACKNOWLEDGMENT






STATE OF NEW YORK          )
                           :  ss:
COUNTY OF NEW YORK         )


                  On this [______] day of [DATE], before me personally appeared
[NAME], known to me to be the person who executed the foregoing instrument, who,
being by me duly sworn did depose and say that he resides at _________, New
York, NY, that he is [TITLE] of [SHIPOWNER], the [CITIZENSHIP] corporation
described in and which executed the foregoing instrument; that he signed his
name pursuant to authority granted to him by [SHIPOWNER]; and that he further
acknowledged that said instrument is the act and deed of [SHIPOWNER].



                                                 ------------------------------
                                                  Notary Public



               [FOR USE IN THE REPUBLIC OF THE MARSHALL ISLANDS]