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                                                                Exhibit 10.46


                       General Maritime Ship Holdings Ltd.
                               35 West 56th Street
                            New York, New York 10019

                                                    ____________, 2001

Peter C. Georgiopoulos
26 East 81st Street
New York, New York 10028

Dear Peter:

            The undersigned General Maritime Ship Holdings Ltd., a Marshall
Islands corporation (to be renamed General Maritime Corporation upon completion
of its initial public offering, the "Company"), desires to employ you with the
Company in the capacities of Chief Executive Officer and Chairman of the Board
of Directors of the Company from and after the closing date of the Company's
initial public offering (the "Closing Date"), and you desire to be so employed
by the Company, subject to the terms and conditions set forth in this letter
agreement ("Agreement"). As used in this Agreement, the term the "GenMar Group"
means and includes the Company and each of its subsidiaries and controlled
affiliates and ventures from time to time.

            Accordingly, in consideration of the mutual covenants hereinafter
set forth and intending to be legally bound, the Company and you hereby agree as
follows:

            1. EMPLOYMENT; TERM. The Company hereby employs you, and you hereby
accept such employment and agree to serve the GenMar Group, upon the terms and
conditions hereinafter set forth, for a term commencing on the Closing Date and
(unless sooner terminated as hereinafter provided) expiring on the fourth
anniversary of such date. Such term shall thereafter be extended through the end
of the Company's fiscal year ending in 2005 and thereafter to the end of each
fiscal year of the Company unless you or the Company give the other at least 90
days prior written notice of your or the Company's election not to renew the
term of the Agreement (such term of employment including any such extension
being hereinafter referred to as "your term of employment"). An election not to
renew shall not be deemed "termination" of your employment for purposes of
Section 5 hereof.

            2. POSITION; CONDUCT.

                  (a) During your term of employment, you will hold the titles
and offices of, and serve in the positions of, Chairman of the Board of
Directors and Chief Executive Officer of the Company. You shall report to the
Board of Directors of the Company (the "Board of Directors") and shall perform
such specific duties and services of a senior executive nature (including
service as an officer, director or equivalent position of any subsidiary,
affiliated company or venture of the GenMar Group, without additional
compensation) as the Board of Directors shall reasonably request consistent with
your position. All executives of the GenMar Group will report to you directly or
indirectly.
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                  (b) During your term of employment, you shall (i) devote your
full business time and attention to the business and affairs of the GenMar Group
and faithfully perform, to the best of your ability, all of your duties and
responsibilities (but notwithstanding the foregoing, nothing in this Agreement
shall preclude you from engaging, consistent with your duties and
responsibilities hereunder, in charitable and community affairs, from managing
your personal passive investments and upon approval of the Board of Directors of
the Company, from serving as a director of another company); and (ii) abide by
all applicable policies of the GenMar Group from time to time in effect.

                  (c) Without limiting any obligation of the Company to you,
your service hereunder shall be for the benefit of the members of the GenMar
Group and the Company shall allocate the cost of these arrangements among such
members of the Genmar Group as it determines is appropriate.

            3. SALARY; ADDITIONAL COMPENSATION; PERQUISITES AND BENEFITS.

                  (a) During your term of employment, the Company will pay you a
base salary at an annual rate of not less than Four Hundred and Fifty Thousand
Dollars ($450,000), subject to annual review by the Board of Directors or an
appropriate committee thereof and, in the discretion of such committee, increase
from time to time. Such salary shall be paid in installments in accordance with
the Company's standard practice, but not less frequently than monthly.

                  (b) For fiscal year 2001 and thereafter for each fiscal year
throughout your term of employment, you will be eligible to earn a bonus as
determined by the Board of Directors or an appropriate committee thereof based
upon actual performance as measured against goals set by the Board or such
committee. Promptly following the Closing Date, the Company will establish a
"Senior Executive Incentive Program" reasonably acceptable to you as it applies
to you providing for an incentive bonus pool available to you and senior
executives designated by the Board of Directors or an appropriate committee
thereof after consultation with you (the "Bonus Pool"). Without limiting the
generality of the foregoing, this program will provide you with a target bonus
for Fiscal Year 2001 and thereafter for each fiscal year throughout your term of
employment of not less than 60% of your base salary up to a target bonus of
$300,000 per annum; PROVIDED, however, that your consent rights under the
preceding sentence shall not give you the right you to require a greater target
bonus. To the extent that Section 5(b) or Section 5(f) provide for payment to
you of a bonus for less than a full fiscal year, such payment shall be based on
the annual bonus rate which would have been payable for such period had you been
employed for the whole of such fiscal year (or such other rate or may be
provided in Section 5(b) or Section 5(f)) times a fraction the numerator of
which shall be the number of days in the period for which the bonus is to be
paid and the denominator of which shall be 365.

                  (c) During your term of employment, you will be eligible to
participate in all benefit programs as are from time to time made generally
available to other senior executives of the GenMar Group.

                  (d) The Company will reimburse you, in accordance with its
standard policies from time to time in effect, for such reasonable and necessary
out-of-pocket business

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expenses as may be incurred by you during your term of employment in the
performance of your duties and responsibilities under this Agreement. You will
provide documentation of such expenses as reasonably required under standard
Company policies from time to time.

                  (e) You shall be entitled to a vacation period to be credited
and taken in accordance with GenMar Group policy from time to time in effect, of
four weeks per annum.

                  (f) You shall be eligible to receive stock option grants from
time to time pursuant to the Company's 2001 Stock Incentive Plan in accordance
with the terms and conditions thereof.

                  (g) During your term of employment, you shall receive a car
allowance in accordance with the Company's policies and procedures, in the
amount of $2,500 per month.

            4. TERMINATION.

                  (a) The Company may terminate your term of employment under
this Agreement for Cause. As used herein, the term "Cause" means:

                        (i)   Any act or failure to act involving
                        fraud, material theft or embezzlement affecting
                        the GenMar Group;

                        (ii)  Conviction of (or a plea of NOLO CONTENDERE to)
                        an offense which is a felony in the jurisdiction
                        involved;

                        (iii) Your failure or refusal to perform or observe any
                        of your material duties, responsibilities or obligations
                        set forth in this Agreement, which results in a material
                        adverse effect on the GenMar Group; or

                        (iv)  Your engagement in Competitive Activity, as
                        defined in Section 8 herein.

                  (b) No act or circumstances shall constitute Cause under
Sections 4(a) (iii) or (iv) above unless you are given written notice by the
Board of Directors of the act or circumstances which would otherwise constitute
Cause hereunder and for 30 days after receipt of such notice have failed to cure
such act or circumstances.

                  (c) The Company will provide you with a prompt hearing before
the Board of Directors (at which you may be accompanied by counsel) prior to any
termination for Cause hereunder.

                  (d) Your term of employment will terminate forthwith upon your
death or, at the Company's option, upon your Disability. As used herein the term
"Disability" means your inability to perform your duties and responsibilities as
contemplated under this Agreement for a period of more than 180 consecutive
days, or for a period aggregating more than 240 days, whether or not continuous,
during any 360-day period, due to physical or mental incapacity or impairment. A
determination of Disability will be made by a physician satisfactory

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to both you and the Company; provided that if you and the Company cannot agree
as to a physician, then each will select a physician and these two together will
select a third physician, whose determination as to Disability will be binding
on you and the Company. You, your legal representative or any adult member of
your immediate family shall have the right to present to the Company and such
physician such information and arguments on your behalf as you or they deem
appropriate, including the opinion of your personal physician. Should your
employment be terminated due to Disability, all base salary and other
compensation otherwise due to you hereunder shall be continued through the date
on which your employment is terminated for Disability.

            5. SEVERANCE. In the event that your employment is terminated prior
to the expiration date provided in Section 1 (including prior to the expiration
date for any renewal term), you shall be entitled only to any incurred expenses
through the date of termination required to be reimbursed under Section 3(d) and
the following compensation and benefits:

                  (a) In the event that your term of employment is terminated
for Cause, or if you resign without Good Reason (as hereinafter defined), the
Company will pay to you an amount equal to your accrued but unpaid base salary
through the date of such termination.

                  (b) Subject to Section 5(c) below, in the event that your term
of employment is terminated (other than upon your death or Disability) during
your term of employment (i) by the Company other than for Cause or (ii) by you
for Good Reason, then the Company shall pay to you an amount equal to your
accrued but unpaid base salary and bonus through the date of such termination
and shall also (A) provide you with insurance coverages or the equivalent no
less favorable to you than those provided to you immediately prior to such
termination (including without limitation under any medical, dental, long term
disability and life insurance programs) and an automobile benefit no less
favorable to you than that provided by Section 3(g) until the later of (x) the
fourth anniversary of the Closing Date and (y) 24 months following the date of
such termination, and (B) pay to you, in substantially equal monthly
installments over the period described in clause (A) above an amount equal to
the aggregate of (I) what your base salary would have been for said period
(using for such purpose the base salary rate in effect on the date of
termination) plus (II) a bonus for each year or portion thereof of such period
at the same rate as your average annual bonus during the preceding five years
beginning with the year ending December 31, 2001 or such shorter time as you
were employed by the Company (using, if such termination occurs before December
31, 2001, your target bonus under Section 3(b) for the year ending December 31,
2001 as if it were your actual bonus for that year). In such event, the Company
agrees that your rights (your "COBRA" rights) to continued medical coverage
pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the
"Code") shall be deemed to commence after the expiration of the period described
in clause (A) above, or if the Company's policies do not allow such a
commencement, the Company shall give you the equivalent benefit. For the purpose
of this Agreement, termination of employment hereunder by you for "Good Reason"
shall mean your termination of your employment upon notice to the Company
following (1) assignment to you of duties materially inconsistent with your
position as described in Section 2(a); (2) your being removed from such
position; (3) failure to reelect you as a director of the Company or your
removal as a director of the Company; or (4) your assignment to an office other
than the Company's headquarters in the Borough of Manhattan; in any case without
your written consent, which termination shall be effective 30

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days after written notice of such circumstances by you to the Company, if such
circumstances have not been cured within 30 days following receipt of such
written notice.

                  (c) Change of Control. If a Change of Control occurs and
thereafter you terminate your employment for Good Reason or the Company
terminates your employment without Cause, the Company shall promptly pay to you
any amount payable to you under Section 5(b) above, and the Gross-Up Payment.
The Gross-Up Payments shall be made, subject to applicable withholding
requirements, upon the earlier of (x) the payment to you of any Payment or (y)
the imposition upon you or payment by you of any Excise Tax. If the Company is
required to pay you under this Section 5(c), it shall also observe the
provisions of clause (A) of Section 5(b).

                  (d)   As used herein, "Change of Control" shall mean the
occurrence of any of the following:

                  (i) (x) any person or "group" (within the meaning of Section
                  13(d)(3) of the Exchange Act), other than you or entities
                  which you directly or indirectly control (as defined in Rule
                  12b-2 under the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act")), acquiring "beneficial ownership" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of thirty percent (30%) or more of the aggregate
                  voting power of the capital stock ordinarily entitled to elect
                  directors of the Company if such person or group so
                  beneficially owns more of such voting power than Oaktree
                  Capital Management, LLC and its affiliates (as defined under
                  such Rule 12b-2, collectively, "Oaktree") or (y) Oaktree so
                  acquiring more than 50% of such voting power.

                  (ii) the sale of all or substantially all of the Company's
                  assets in one or more related transactions to a person other
                  than such a sale to a subsidiary of the Company which does not
                  involve a change in the equityholdings of the Company or to an
                  entity which you directly or indirectly control; or

                  (iii) any merger, consolidation, reorganization or similar
                  event of the Company or any of its subsidiaries, as a result
                  of which the holders of the voting stock of the Company
                  immediately prior to such merger, consolidation,
                  reorganization or similar event do not directly or indirectly
                  hold at least fifty-one percent (51%) of the aggregate voting
                  power of the capital stock of the surviving entity.

                  (e) "Gross-Up Payment" means an additional amount such that
the net amount retained by you, after deduction of the Excise Tax (as defined
below) on any payments or benefits under this Agreement and/or under any option
plan or agreement of the Company received by you from the Company as a result of
a Change of Control (within the meaning of section 280G(b)(2) of the Code)
(collectively, the "Payments") and any federal, state and local income tax and
the Excise Tax upon the Gross-Up Payment, and any interest, penalties or
additions to tax payable by you with respect thereto (other than such interest,
penalties or additions to tax payable solely as a result of action or inaction
by you), shall be equal to the total

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amount of the Payments. "Excise Tax" means the tax imposed by Section 4999 of
the Code. For purposes of determining whether any of the Payments will be
subject to the Excise Tax and the amounts of such Excise Tax, (x) the total
amount of the Payments shall be treated as "parachute payments" within the
meaning of section 280G(b)(2) of the Code, and all "excess parachute payments"
within the meaning of section 280G(b)(1) of the Code shall be treated as subject
to the Excise Tax, except to the extent that, in the opinion of independent
counsel selected by the Company and reasonably acceptable to you ("Independent
counsel"), a Payment (in whole or in part) does not constitute a "parachute
payment" within the meaning of section 280G(b)(2) of the Code, or such "excess
parachute payments" (in whole or in part) are not subject to the Excise Tax; (y)
the amount of the Payments that shall be treated as subject to the Excise Tax
shall be equal to the lesser of (A) the total amount of the Payments or (B) the
amount of "excess parachute payments" within the meaning of section 280G(b)(1)
of the Code (after applying clause (1) hereof); and (z) the value of any noncash
benefits or any deferred payment or benefit shall be determined by Independent
Counsel in accordance with the principles of sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the Gross-Up Payment, you shall
be deemed to pay federal income taxes at the highest marginal rates of federal
income taxation applicable to individuals in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rates of taxation applicable to individuals as are in effect in the
state and locality of your residence in the calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in federal income taxes that
can be obtained from deduction of such state and local taxes, taking into
account any limitations applicable to individuals subject to federal income tax
at the highest marginal rates. If it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding or the
opinion of Independent Counsel that the Excise Tax exceeds the amount taken into
account hereunder (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such excess within
thirty (30) days of the Company's receipt of notice of such final determination
or opinion. In the event that the Internal Revenue Service makes any claim,
gives notice of any potential claim or institutes a proceeding against you
asserting that any Excise Tax or additional Excise Tax is due in respect of the
Payments, you shall promptly give the Company notice of any such claim,
potential claim or proceeding. The Company shall have the right to conduct all
discussions, negotiations, defenses, actions and proceedings solely to the
extent relating to any Excise Tax payable in respect of the Payments, and you
shall cooperate with and assist the Company, at the Company's expense, in any
such discussions, negotiations, defenses, actions and proceedings, to the extent
reasonably requested by the Company. You will not settle any claim or proceeding
relating solely to the Excise Tax payable in respect of the Payments without the
consent of the Company, which consent shall not be unreasonably withheld. You
shall file, at the Company's expense, all requests for refunds of the Gross-Up
Amount, or any portion thereof, paid to any taxing authority as shall be
reasonably requested by the Company and shall pay over to the Company (net of
any tax payable thereon) any such refunds, together with any interest thereon,
when and as such refunds and interest are received by you. All fees and expenses
of Independent Counsel shall be borne by the Company.

                  (f) In the event that your term of employment is terminated on
account of your death or Disability, the Company will pay to you or your estate
an amount equal to your accrued but unpaid base salary and bonus through the
date of such termination and shall

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continue to make base salary payments to you or your estate, at the rate in
effect as of the date of your death or Disability, for a period of twelve months
from and after such date.

                  (g) You shall have no duty to mitigate the severance amounts
or any other amounts payable to you hereunder, and such amounts shall not be
subject to reduction for any compensation received by you from employment in any
capacity or other source following the termination of your employment with the
GenMar Group.

            6. CONFIDENTIAL INFORMATION.

                  (a) The GenMar Group owns and has developed and compiled, and
will own, develop and compile, certain techniques, information, and materials
tangible or intangible, relating to itself, its customers, suppliers and others,
which are secret, proprietary and confidential, and which have great value to
its business (referred to in this Agreement, collectively, as "Confidential
Information"). Confidential Information shall not in any event include
information which (i) was generally known or generally available to the public
prior to its disclosure to you; (ii) becomes generally known or generally
available to the public subsequent to disclosure to you through no wrongful act
of any person or (iii) which you are required to disclose by applicable law or
regulation (provided that you provide the Company with prior notice of the
contemplated disclosure and reasonably cooperate with the Company at the
Company's expense in seeking a protective order or other appropriate protection
of such information). Confidential information includes, but is not limited to,
manuals, documents, computer programs, compilations of technical, financial,
legal or other data, client or prospective client lists, names of suppliers,
specifications, designs, business or marketing plans, forecasts, financial
information, work in progress, and other technical or business information.

                  (b) You acknowledge and agree that in the performance of your
duties hereunder the GenMar Group will from time to time disclose to you and
entrust you with Confidential Information. You also acknowledge and agree that
the unauthorized disclosure of Confidential Information, among other things, may
be prejudicial to the GenMar Group's interests and an improper disclosure of
trade secrets. You agree that during your term of employment and for three years
thereafter you shall not, directly or indirectly, use, make available, sell,
disclose or otherwise communicate to any corporation, partnership, individual or
other third party, other than during your term of employment in the course of
your assigned duties and for the benefit of the GenMar Group, any Confidential
Information. Upon termination of your term of employment, you shall not retain
or take with you any Confidential Information in a Tangible Form (defined
below), and you shall immediately deliver to the Company any Confidential
Information in a Tangible Form that you then control, as well as all other
property, equipment, documents or things that was issued to you or otherwise
received or obtained during your term of employment with the Company. "Tangible
Form" includes information or materials in written or graphic form, on a
computer disk or other medium, or otherwise stored in or available through
electronic or other form.

                  (c) The provisions of this Section 6 shall survive the
termination of this Agreement and your term of employment.

            7. NON-SOLICITATION.

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                  (a) You acknowledge and agree (i) that the services to be
rendered by you for the GenMar Group are of a special, unique, extraordinary and
personal character, and (ii) that you have and will continue to develop a
personal acquaintance and relationship with the GenMar Group's employees.
Consequently, you agree that it is fair, reasonable and necessary for the
protection of the business, operations, assets and reputation of the GenMar
Group that you make the covenants contained in this Section 7.

                  (b) You agree that, during your term of employment hereunder
and for a period of two years thereafter, you shall not, directly or indirectly,
without the prior consent of the Company, solicit or induce or attempt to
solicit or induce (i) any employee of the GenMar Group to leave the employ of
the GenMar Group (but the foregoing shall not apply to the placement of or
responses to general advertising which does not name specific employees or the
Company) or (ii) any customer of the Company which accounted for more than 5% of
its revenues during the preceding fiscal year to cease doing business with the
Company or reduce the amount of business it does with the Company (but the
foregoing shall not prevent your seeking business for other business entities in
activities which do not violate Section 8(a)).

                  (c) The provisions of this Section 7 shall survive the
termination of this Agreement and your term of employment.

            8. CERTAIN COMPETITIVE ACTIVITIES.

            (a) You shall not engage in any Competitive Activity (as defined
below) while employed by the Company and for a period of two years thereafter
provided that the provisions of this Section 8(a) shall be effective only during
a period for which the Company pays you salary under Section 5(b)(B)(I) pursuant
to the requirements of such section or otherwise. If you engage in Competitive
Activity in breach of this Section 8(a) after termination of your employment
with the Company, the Company shall be entitled to (i) terminate salary payments
to you under Section 5(b), 5(c) or otherwise and (ii) seek non-monetary
injunctive relief. The remedies under clauses (i) and (ii) of the preceding
sentence shall be the sole remedies in respect of such a breach (but shall not
limit the terms of Section 8(b)) and clause (ii) shall not be available
following a Change of Control or if you terminate your term of employment for
Good Reason or the Company terminates your term of employment without Cause.
Termination under clause (i) above shall be effective 30 days after receipt by
you of written notice from the Company specifying the nature of the purported
breach if you have not cured such breach during such 30 day period. You may at
any time after termination of your employment with the Company elect to
terminate the receipt of salary payments to you under Section 5(b), 5(c) or
otherwise at which time your obligations under this Section 8(a) shall
terminate.

            (b) In the event that your employment with the Company is terminated
prior to the fourth anniversary of the Closing Date by the Company for Cause or
you voluntarily terminate your employment with the Company before such
anniversary without Good Reason, you agree that, if you engage in Competitive
Activity with the Company on or prior to the fourth anniversary of the Closing
Date you shall return to the Company at no cost to the Company the Applicable
Shares. The provisions of this Section 8(b) shall terminate and be of no further
force and effect upon a Change of Control or if you terminate your term of
employment for Good Reason or the Company terminates your term of employment
without Cause. In order to invoke the provisions of this Section 8(b) the
Company will give you written notice specifying the

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circumstances which it alleges amount to Competitive Activity, and you shall
have 30 days from receipt of such notice to cure such circumstances.

            (c) As used in this Section 8, "Competitive Activity" means
substantial involvement in the management or operation of tankers transporting
crude oil or other materials wherever such business is located in the world if
such business is a competitor of the Company. Holding more than 50% of the
voting equity of a business shall be deemed to be substantial involvement in its
management or operations. Mere investment in 50% or less of such equity shall
not in and of itself constitute such involvement.

            (d) As used in this Section 8, "Applicable Shares" means:

            (i) 320,000 shares of Common Stock of the Company in the event that
            you engage in the relevant Competitive Activity on or before the
            first anniversary of the Closing Date;

            (ii) 240,000 shares of Common Stock of the Company in the event that
            you engage in the relevant Competitive Activity after the first
            anniversary but on or before the second anniversary of the Closing
            Date;

            (iii) 160,000 shares of Common Stock of the Company in the event
            that you engage in the relevant Competitive Activity after the
            second anniversary but on or before the third anniversary of the
            Closing Date; and

            (iv) 80,000 shares of Common Stock of the Company in the event that
            you engage in the relevant Competitive Activity after the third
            anniversary but on or before the fourth anniversary of the Closing
            Date.

The foregoing share amounts shall be adjusted as determined by the Company with
your agreement not to be unreasonably withheld for any split, reverse split,
stock dividend, recapitalization, merger, consolidation or similar event
relating to the Common Stock.

            9. SPECIFIC PERFORMANCE. You acknowledge that the Company would
sustain irreparable injury in the event of a violation by you of any of the
provisions of Sections 6, 7 or 8(a) hereof, and by reason thereof you consent
and agree that if you violate any of the provisions of said Sections 6, 7 or
8(a), in addition to any other remedies available, the Company shall be entitled
to a decree specifically enforcing such provisions, and shall be entitled to a
temporary and permanent injunction restraining you from committing or continuing
any such violation, from any arbitrator duly appointed in accordance with the
terms of this Agreement or any court of competent jurisdiction, without the
necessity of proving actual damages, posting any bond, or seeking arbitration in
any forum.

            10. LIFE INSURANCE. You agree that, during your term of employment,
the GenMar Group will have the right to obtain and maintain life insurance on
your life, at its expense, and for its benefit, subject to such aggregate
coverage limitation as you and the Company shall agree, your consent not to be
unreasonably withheld. You agree to cooperate fully with the GenMar Group in
obtaining such life insurance, to sign any necessary consents,

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applications and other related forms or documents and to take any required
medical examinations.

            11. WITHHOLDING. The parties understand and agree that all payments
to be made by the Company pursuant to this Agreement shall be subject to all
applicable tax withholding obligations of the Company.

            12. NO CONFLICT. You represent and warrant that you are not party to
or subject to any agreement, contract, understanding, covenant, judgment or
decree or under any obligation, contractual or otherwise, in any way restricting
or adversely affecting your ability to act for the GenMar Group in all of the
respects contemplated hereby.

            13. NOTICES. All notices required or permitted hereunder will be
given in writing by personal delivery; by confirmed facsimile transmission; by
express delivery via any reputable express courier service; or by registered or
certified mail, return receipt requested, postage prepaid, in each case
addressed to the parties at the respective addresses set forth above or at such
other address as may be designated in writing by either party to the other in
the manner set forth herein. Notices which are delivered personally, or by
courier as aforesaid, will be effective on the date of delivery. Notices
delivered by mail will be deemed effectively given upon the fifth calendar day
subsequent to the postmark date thereof.

            14. MISCELLANEOUS.

                  (a) The failure of either party at any time to require
performance by the other party of any provision hereunder will in no way affect
the right of that party thereafter to enforce the same, nor will it affect any
other party's right to enforce the same, or to enforce any of the other
provisions in this Agreement; nor will the waiver by either party of the breach
of any provision hereof be taken or held to be a waiver of any prior or
subsequent breach of such provision or as a waiver of the provision itself.

                  (b) This Agreement is a personal contract calling for the
provision of unique services by you, and your rights and obligations hereunder
may not be sold, transferred, assigned, pledged or hypothecated by you. The
rights and obligations of the Company hereunder will be binding upon and run in
favor of the successors and assigns of the Company.

                  (c) Each of the covenants and agreements set forth in this
Agreement are separate and independent covenants, each of which has been
separately bargained for and the parties hereto intend that the provisions of
each such covenant shall be enforced to the fullest extent permissible. Should
the whole or any part or provision of any such separate covenant be held or
declared invalid, such invalidity shall not in any way affect the validity of
any other such covenant or of any part or provision of the same covenant not
also held or declared invalid. If any covenant shall be found to be invalid but
would be valid if some part thereof were deleted or the period or area of
application reduced, then such covenant shall apply with such minimum
modification as may be necessary to make it valid and effective.

                  (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).

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                  (e) Any controversy arising out of or relating to this
Agreement or the breach hereof shall be settled by arbitration in the City of
New York in accordance with the commercial arbitration rules then obtaining of
the American Arbitration Association and judgment upon the award rendered may be
entered in any court having jurisdiction thereof, except that in the event of
any controversy relating to any violation or alleged violation of any provision
of Section 6, 7 or 8 hereof, the Company in its sole discretion shall be
entitled to seek injunctive relief from a court of competent jurisdiction
without any requirement to seek arbitration. The parties hereto agree that any
arbitral award may be enforced against the parties to an arbitration proceeding
or their assets wherever they may be found. In the event that you prevail in any
claim or proceeding between you and the Company arising in relation to this
Agreement, the Company shall reimburse you for your reasonable costs and
expenses (including reasonable attorneys' fees) incurred by you in pursuing such
claim or proceeding.

                  (f) This Agreement sets forth the entire understanding between
the parties as to the subject matter hereof and merges and supersedes all prior
agreements, commitments, representations, writings and discussions between the
parties with respect to that subject matter. This Agreement may be terminated,
altered, modified or changed only by a written instrument signed by both parties
hereto.

                  (g) The Section headings contained herein are for purposes of
convenience only and are not intended to define or list the contents of the
Sections.

                  (h) Notwithstanding any provision hereof to the contrary, this
Agreement and the provisions hereof shall only become effective upon the Closing
Date; if the Closing Date shall not have occurred by 180 days after the date
hereof, this Agreement shall be deemed void, AB INITIO.

            Please confirm your agreement with the foregoing by signing and
returning the enclosed copy of this letter, following which this will be a
legally binding agreement between us as of the date first written above.

                                       Very truly yours,

                                       General Maritime Ship Holdings Ltd.


                                       By:
                                          ------------------------------------
                                           Name:
                                           Title:

Accepted and Agreed:


--------------------
Peter C. Geogiopoulos



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