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                                                                    EXHIBIT 10.5


                        DATED THIS 5TH DAY OF JUNE 2001

                                    BETWEEN

                         NEPTUNE ORIENT LINES LIMITED

                                      AND

                      AMERICAN EAGLE TANKERS INC. LIMITED

                      **********************************

                            SHAREHOLDER'S AGREEMENT

                      **********************************
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                            SHAREHOLDER'S AGREEMENT
                            -----------------------

THIS AGREEMENT is made this 5th day of June 2001 by and between:

NEPTUNE ORIENT LINES LIMITED, a company organised and existing under the laws of
Singapore and having its registered office at 456 Alexandra Road, #06-00 NOL
Building, Singapore 119962 (hereinafter called "NOU) of the first part, and

AMERICAN EAGLE TANKERS INC. LIMITED, a company organised and existing under the
laws of Bermuda and having its registered office at Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda (hereinafter called "AET") of the second part;

collectively referred to as the "Parties".

WHEREAS:

(A)  As at the date of this Agreement, AET is a wholly owned crude oil
     transportation subsidiary of NOL and AET undertakes all of NOL's crude oil
     transportation business.

(B)  AET intends to make an initial public offering of its common shares to
     investors internationally, including Singapore, directly or in the form of
     Singapore Depository Receipts Representing Shares;

(C)  NOL has agreed to grant AET a right of first refusal on any proposed
     acquisition by NOL (or its subsidiary) of crude oil tankers or crude oil
     tanker businesses on the terms and conditions of this Agreement.

(D)  The Parties wish to formalize their agreement in writing.

NOW THEREFORE for and in consideration of the mutual premises herein contained,
and for such other valuable consideration the receipt and adequacy of which the
Parties hereby acknowledge, IT IS HEREBY AGREED AS FOLLOWS:
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(I)  RIGHTS OF FIRST REFUSAL

     (1) NOL hereby grants AET a right of first refusal for any proposed
         acquisition by NOL (or its subsidiary) of crude oil tankers or crude
         oil tanker businesses for a Term as defined hereinbelow at Clause (II).

     (2) Prior to NOL or its subsidiary acquiring any crude oil tankers or crude
         oil tanker businesses from any third party ("Selling Party"), NOL shall
         give AET a written notice setting out details of the intended
         acquisition ("NOL's Notice"). NOL's Notice must contain, where
         practicable, adequate information so enable AET to fully consider its
         right of refusal, including but not limited to:

         a. identification and particulars of the Selling Party;
         b. detailed terms and conditions of the intended acquisition including
            the final price structure;
         c. delivery date of the vessel (in the case of an intended acquisition
            of a crude oil tanker); and
         d. intended completion date of the intended acquisition,

         hereinafter referred to as the "Offer Terms".

    (3)  Within sixty (60) days ftom AET's receipt of NOL's Notice, AET may at
         its option exercise its right to acquire the tanker asset at the price
         and terms and conditions offered to NOL, by way of a written acceptance
         to NOL ("AET's Notice"). Thereafter, AET shall enter into direct
         negotiations with the Selling Party. Nothing herein shall prevent AET
         from negotiating different terms and conditions with the Selling Party,
         including pricing, without further reference to NOL.

    (4)  In the event NOL does not receive AET's Notice within the stipulated
         period of sixty (60) days, NOL may proceed to acquire the intended
         tanker asset from the Selling Party at the offer terms without further
         reference to AET.
(II)  TERM

      (1) The Initial Term shall be a period of five (5) years from the date of
          this Agreement, irrespective of any change in NOL's shareholding in
          AET post listing.

      (2) Notwithstanding the expiry of the Initial Term, NOL shall continue to
          grant AET rights of first refusal for any proposed acquisition by NOL
          (or its subsidiary) of crude oil tankers or crude oil tanker
          businesses upon the terms and conditions of this Agreement, for as
          long as NOL is the single largest
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           shareholder of AET post listing and is able to control the business
           operations of AET.

(III)  COVENANTS

       (1) The Parties covenant with each other and agree that they will duly
           perform and observe their respective obligations in this Agreement.

       (2) NOL covenants that as at the date of this Agreement, it and its
           subsidiaries have no intention to re-enter the business of crude oil
           transportation and further undertakes that any re-entering by NOL or
           its subsidiary into the crude oil transportation business will be
           subject to this Agreement.

(IV) SUCCESSORS AND ASSIGNS

       (1) This Agreement shall bind the Parties and their respective successors
           in title and permitted assigns.

       (2) Neither Party may assign its rights or novate its rights and
           obligations under this Agreement to any other party except with the
           prior written consent of the other Party, such consent not to be
           unreasonably refused or delayed.

(V)  APPLICABLE LAW

     This Agreement shall be governed by the construed in accordance with the
     laws of Singapore. The Parties hereby irrevocably submit to the non-
     exclusive jurisdiction of the Courts of Singapore in all matters arising
     under this Agreement. Nothing herein shall be construed to prevent the
     Parties from taking action on any matter arising under this Agreement in
     any other jurisdiction.

(VI) NOTICES

     Any notice or communication under this Agreement shall be in writing and
     shall be delivered personally, or by registered post, facsimile
     transmission, telex or cable to the addresses as may be designated in
     writing by one Party to the other from time to time.

(VII)WAIVERS

     Any delay in exercising or omission to exercise any right, power or remedy
     available to any Party upon any failure by the other Party to observe or
     perform
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       any of its obligations under this Agreement shall not impair such right,
       power or remedy, or be construed as a waiver thereof, or as acquiescence
       in respect of any such failure and shall not affect or impair any right,
       power or remedy of that Party in respect of any other or later failure by
       the other Party Borrower.

(VII) INVALIDITY OF ANY PROVISION

       Each provision contained in this Agreement shall be severable and
       distinct from every other such provision and if at any time any one of
       the provisions contained herein becomes invalid, illegal or unenforceable
       in any respect under the laws of any jurisdiction, neither the validity,
       legality and enforceability of the remaining provisions nor the validity,
       legality and enforceability of the provisions under the laws of any other
       jurisdiction shall in any way be affected or impaired thereby.

AS WITNESS the hands of the respective Parties hereto the day and year first
above written.


Signed By:                      )
                                )
                                )
                                )
for and on behalf of            )
NEPTUNE ORIENT LINES LIMITED    )
In the presence of              )

Signed By:                      )
                                )
                                )
                                )
                                )
for and on behalf of            )
AMERICAN EAGLE TANKERS INC.     )
LIMITED                         )
in the presence of,             )