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                                                                     EXHIBIT I-3
                                                         TO THE CREDIT AGREEMENT




                                     FORM OF
                                DEED OF COVENANTS
                TO ACCOMPANY A FIRST PREFERRED STATUTORY MORTGAGE


                              ON MALTA 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 as Mortgagee



                                 [CLOSING DATE]


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                                TABLE OF CONTENTS


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

ARTICLE I  Representations and Warranties of the Shipowner..........................5

         SECTION 1.        EXISTENCE; AUTHORIZATION.................................5
         SECTION 2.        TITLE TO VESSEL..........................................6

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.........................................7
         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.........................................11
         SECTION 12.       NO SALES, TRANSFERS OR CHARTERS.........................11
         SECTION 13.        INSURANCE..............................................11
         SECTION 14.       REIMBURSEMENT FOR EXPENSES..............................16
         SECTION 15.       PERFORMANCE OF CHARTERS.................................16
         SECTION 16.       CHANGE IN OWNERSHIP.....................................16
         SECTION 17.        PREPAYMENT IF EVENT OF LOSS............................16

ARTICLE III  Events of Default and Remedies........................................17

         SECTION 1.        EVENTS OF DEFAULT; REMEDIES.............................17
         SECTION 2.        POWER OF SALE...........................................19
         SECTION 3.        POWER OF ATTORNEY - SALE................................20
         SECTION 4.        POWER OF ATTORNEY - COLLECTION..........................20
         SECTION 5.        DELIVERY OF VESSEL......................................21
         SECTION 6.        MORTGAGEE TO DISCHARGE LIENS............................21
         SECTION 7.        PAYMENT OF EXPENSES.....................................21
         SECTION 8.        REMEDIES CUMULATIVE.....................................22
         SECTION 9.        CURE OF DEFAULTS........................................22
         SECTION 10.       DISCONTINUANCE OF PROCEEDINGS...........................23
         SECTION 11.       APPLICATION OF PROCEEDS.................................23
         SECTION 12.       POSSESSION UNTIL DEFAULT................................23


<PAGE>


         SECTION 13.       SEVERABILITY OF PROVISIONS, ETC.........................24

ARTICLE IV  Sundry Provisions......................................................25

         SECTION 1.        SUCCESSORS AND ASSIGNS..................................25
         SECTION 2.        POWER OF SUBSTITUTION...................................25
         SECTION 3.        COUNTERPARTS............................................25
         SECTION 4.        NOTICES.................................................25
         SECTION 5.        RECORDING CLAUSE........................................26
         SECTION 6.        FURTHER ASSURANCES......................................26
         SECTION 7.        GOVERNING LAW...........................................27
         SECTION 8.        ADDITIONAL RIGHTS OF THE MORTGAGEE......................27

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


<PAGE>


                                DEED OF COVENANTS

                                    [VESSEL]


                  This Deed of Covenants made [CLOSING DATE] (this "Deed"),
between [SHIPOWNER], a [CITIZENSHIP] corporation (the "Shipowner"), and
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
Malta 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 Valetta, Malta, which
together with all interest therein and 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").

                  B. GENERAL MARITIME CORPORATION, a Marshall Islands
corporation (the "Borrower"), the Lenders party thereto from time to time
(the "Lenders") 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.


<PAGE>


                  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 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. Contemporaneously with the execution of this Deed there
has been executed and registered by the Shipowner in favor of the Mortgagee a
First Preferred Statutory Maltese Ship Mortgage (the "Mortgage") 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 due or which may become due to the Mortgagee
pursuant to the Subsidiaries Guaranty, 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

                                      2


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Creditors, and the other Credit Documents, constituting a First Preferred
Mortgage over the said Vessel and the Shipowner has agreed to execute this
Deed collateral to the Mortgage and to the security thereby created.

                  G. This Deed shall be read together with the Subsidiaries
Guarantee and the Pledge Agreement, but in the case of any conflict between
the two instruments, the provisions of the Subsidiaries Guaranty shall govern
and prevail. Terms used herein and not otherwise defined herein are used as
defined in the Subsidiaries Guaranty.

                  H. 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, THIS DEED WITNESSETH AS FOLLOWS:

                  1. In consideration of the premises and other good and
valuable consideration, the Shipowner hereby covenants with the Mortgagee 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

                                      3


<PAGE>


         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 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").

                  2. By way of security for payment of the Indebtedness
secured hereby, the Shipowner hereby MORTGAGE AND CHARGES to and in favor of
the Mortgagee all its interest, present and future, in the Vessel and
proceeds thereof (which the Shipowner hereby warrants to be free at the date
hereof from any other charges or encumbrances whatsoever).

                  3. The Shipowner and the Mortgagee hereby covenant with
each other that the security created by this Deed, the Subsidiaries Guaranty,
the Pledge

                                      4


<PAGE>


Agreement and any of the other Credit Documents to which it is a party shall
be held by the Mortgagee as continuing security, and that the security so
created shall not be satisfied by any intermediate payment of any part of the
Indebtedness secured hereby.

                  4. Upon the Mortgagee being satisfied that the Indebtedness
secured hereby has been unconditionally and irrevocably paid and discharged
in full, and following a written request therefor from the Shipowner, the
Mortgagee will, subject to being indemnified in scope and substance to its
satisfaction for the costs and expenses incurred by it in connection
therewith, release the security created by the Mortgage and this Deed.

                  5. The Shipowner shall remain liable to fulfill all
obligations assumed by it in relation to the Vessel and the Mortgagee shall
be under no obligation of any kind whatsoever in respect thereof or be under
any liability whatsoever in event of any failure by the Shipowner to perform
its obligations in respect thereof.

                  It is hereby covenanted, declared and agreed that the
property above described 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
company duly organized and validly existing under the laws of
[PLACE OF SHIPOWNER INCORPORATION] and shall so remain during the life of
this Deed. 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 Malta and all action necessary and required
by law for the execution and delivery of this Deed and the Mortgage has been
duly and effectively taken; and each of the Indebtedness hereby secured and
this Deed 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 the 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 title and possession thereto and to every part thereof
for the benefit of the Mortgagee against the claims and demands of all
persons whomsoever.

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                                   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.

                  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 the
Mortgage to be duly recorded or filed in the Office of
[_________________________________________] of the Republic of Malta, in
accordance with the applicable provisions of the laws of the Republic of
Malta and will otherwise comply with and satisfy all of the provisions of
applicable laws of the Republic of Malta in order to establish and maintain
(a) the Mortgage as a first preferred statutory mortgage thereunder upon the
Vessel and upon all renewals, replacements and improvements made in or to the
same and (b) this Deed, the Securities Guaranty and any other Security
Documents as a first priority assignment of, charge over, and security
interest in the Vessel or other property assigned thereunder.

                  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 Malta 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 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,

                                      6


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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 the Mortgage, this Deed, 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 the
Mortgage and a true copy of this Deed 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 STATUTORY MORTGAGE AND DEED OF COVENANTS COLLATERAL THERETO
         IN FAVOR OF CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, AS
         TRUSTEE/MORTGAGEE UNDER THE TERMS OF SAID DEED, 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
Deed and the 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.

                  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
Deed, and within fourteen (14) days will cause

                                      7



<PAGE>

the Vessel to be released and all liens thereon other than the Mortgage and
this Deed 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 [_____________________________] 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 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

                                      8


<PAGE>


                                    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 Malta 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 Deed,
the Credit Agreement or the Subsidiaries Guaranty, the Pledge Agreement or
any other Credit Document.

                  (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)

                                      9


<PAGE>


(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.

                  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

                                      10


<PAGE>


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 Deed, the Mortgage and the lien
thereof.

                  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 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

                                      11


<PAGE>


                           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 maintained on the Vessel, together with their
opinion as to the adequacy thereof and its compliance with the provisions of
this Deed. At the Shipowner's expense the Shipowner will cause such insurance
broker and the P & I club or association

                                      12


<PAGE>


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.

                  (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):

                                      13


<PAGE>


                  (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 Deed 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 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.

                                      14


<PAGE>


                  (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 Deed. 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 Deed and the 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 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,

                                      15


<PAGE>


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 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

                                      16


<PAGE>


                  (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 Deed and the 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 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

                                      17



<PAGE>


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

                                      18


<PAGE>


                  Section 2. POWER OF SALE. Any sale of the Vessel made in
pursuance of this Deed, 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, 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

                                      19


<PAGE>


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 Deed and the 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 Deed 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 Deed.

                  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 Deed and the 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
Deed and the 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 Deed or any consent given under this Deed 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 Deed and the 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 Deed and the 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 Deed 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 the 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 Deed should be deemed invalid or shall be deemed to affect
adversely the preferred status of this Deed of the Mortgage under any
applicable law, such provision shall be void and of no effect and shall cease
to be a part of this Deed without affecting the remaining provisions, which
shall remain in full force and effect.

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

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instruments which may 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, the Pledge Agreement, this Deed, the Mortgage, 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 Deed, the 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 Deed
and the 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 pay it to the Mortgagee who 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 Deed and
the Mortgage, and if any provision of this Deed or portion thereof shall be
construed to waive the priority status of this Deed or the 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 Deed 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 Deed, the term "Mortgagee", as used in this Deed, shall
be deemed to mean any such assignee or transferee.

                                      23


<PAGE>


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

                                      24


<PAGE>


courier prepaid and properly addressed for delivery on such next Business
Day, or (iii) when sent by telex or telecopier, 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. STATUTORY MORTGAGE. This Deed accompanies and is
to be read with and forms part of the Mortgage dated the date hereof and
shall be effective from the date hereof.

                  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 Deed and the Mortgage; or

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

                  (c) ensuring that the security constituted by this Deed and
         the Mortgage and the covenants and obligations of the Shipowner under
         this Deed 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 Deed and the 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 Deed and the Mortgage (or any of them),

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 Deed and the
Mortgage, and such other instruments and legal opinions, as the Mortgagee may
reasonably request.

                  Section 7. GOVERNING LAW. The provisions of this Deed
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 Malta.

                  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 Deed of
Covenants to be duly executed by its authorized representative the day and year
first above written.

                                         [NAME OF SHIPOWNER]


                                         By: ______________________________
                                             Name:
                                             Title:


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


                                         By: ______________________________
                                             Name:
                                             Title:



                                         By: ______________________________
                                             Name:
                                             Title: