| SHIPMAN 98SHIP MANAGEMENT AGREEMENT  |
|-------------------------------------------|

| 1.  Date of Agreement                                                                                                                        | Name of vessel:                                            |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  Owners (name, place of registered office and law of registry) (Cl. 1)                                                                    | 3.  Managers (name, place of registered office and law of registry) (Cl. 1)                                                                                                                                                                                             |
| Name                                                                                                                                                   | Name                                                                                                                                                                                                                                                                         |
| Place of registered office                                                                                                                             | Place of registered office                                                                                                                                                                                                                                                   |
| Law of Registry                                                                                                                                        | Law of Registry                                                                                                                                                                                                                                                              |
| 4.  Day and year of Commencement of Agreement (Cl. 2)     From the placing of observers onboard for Change of Management           |
| 5.  Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)     Yes                                      | 6.  Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)     Yes                                                                                                                                                       |
| 7.  Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)     No                                 | 8.  Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)     No                                                                                                                                                      |
| 9.  Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)     Yes                                  | 10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)     No                                                                                                                                              |
| 11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)      Yes                                          | 12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)      No                                                                                                                                                             |
| 13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl.3.3(i))     No                      | 14. Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)     Yes - Cl. 6.3 (ii)                                                                                                                                                |
| 15. Annual Management Fee (state annual amount) (Cl. 8.1)                                                                               | 16. Severance Costs (state maximum amount) (Cl. 8.4(ii))     As per CBA                                                                                                                                                                                  |
| 17. Day and year of termination of Agreement (Cl. 17)     To be mutually agreed.                                                        | 18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated)     19.1 London                                                                                                                              |
| 19. Notice (state postal and cable address, telex and telefax number for serving notice and communication to the Owners or disponent Owners) (Cl. 20)  | 20.Notice (state postal and cable address, telex and telefax number for serving notice and  communication to the Managers) (Cl. 20)                                                                                                                                |

| It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel),  “B”  (Details of crew)  “C” ( Services Fee) shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”,  “B”  and “C” shall prevail over those of PART II to the extent of such conflict but no further.  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Signature(s) (Owners or disponent Owners) | Signature(s) (Managers   |
|-------------------------------------------|------------------------------------|

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 1  |   | 1.     | Definitions                                                               |                                                      | 70     |   |   | manning levels, rank, qualification and certification of  |
|----|--------|--------|---------------------------------------------------------------------------|-----------------------------------------------------------|--------|--------|--------|-----------------------------------------------------------|
| 2  |   |   | In this Agreement save where the context otherwise                        |                                                      | 71     |   |   | the Crew and employment regulations including             |
| 3  |   |   | requires, the following words and expressions shall have                  |                                                      | 72     |   |   | Crew’s tax, social insurance, discipline and other  |
| 4  |   |   | the meanings hereby assigned to them.                                     |                                                      | 73     |   |   | requirements;                                             |
| 5  |   |   |                                                                      |                                                      | 74     |   |   | (iii)                                                     | ensuring that all members of the Crew have passed a |
| 6  |   |   | “Owners” means the party identified in Box 2.                 |                                                      | 75     |   |   |                                                      | medical examination with a qualified doctor certifying |
| 7  |   |   | “Managers” means the party identified in Box 3.               |                                                      | 76     |   |   |                                                      | that they are fit for the duties for which they are |
| 8  |   |   | “Vessel” means the vessel or vessels details of which are set |                                                      | 77     |   |   |                                                      | engaged and are in possession of valid medical |
| 9  |   |   | out in Annex “A” attached hereto.                             |                                                      | 78     |   |   |                                                      | certificates issued in accordance with appropriate flag |
| 10 |   |   | “Crew” means the Master, officers and ratings of the          |                                                      | 79     |   |   |                                                      | State requirements. In the absence of applicable flag |
| 11 |   |   | numbers, rank and nationality specified in Annex “B”          |                                                      | 80     |   |   |                                                      | State requirements the medical certificate shall be |
| 12 |   |   | attached hereto.                                                          |                                                      | 81     |   |   |                                                      | dated not more than three months prior to the |
| 13 |   |   | “Crew Support Costs” means all expenses of a general          |                                                      | 82     |   |   |                                                      | respective Crew members leaving their country of |
| 14 |   |   | nature which are not particularly referable to any individual             |                                                      | 83     |   |   |                                                      | domicile and maintained for the duration of their |
| 15 |   |   | vessel for the time being managed by the Managers and                     |                                                      | 84     |   |   |                                                      | service on board the Vessel; |
| 16 |   |   | which are incurred by the Managers for the purpose of                     |                                                      | 85     |   |   | (iv)                                                      | ensuring that the Crew shall have a command of the |
| 17 |   |   | providing an efficient and economic management service                    |                                                      | 86     |   |   |                                                      | English language of a sufficient standard to enable |
| 18 |   |   | and, without prejudice to the generality of the foregoing,                |                                                      | 87     |   |   |                                                      | them to perform their duties safely; |
| 19 |   |   | shall include the cost of crew standby pay, training schemes              |                                                      | 88     |   |   | (v)                                                       | arranging transportation of the Crew, including |
| 20 |   |   | for officers and ratings, cadet training schemes, sick pay,               |                                                      | 89     |   |   |                                                      | repatriation; |
| 21 |   |   | study pay, recruitment and interviews.                                    |                                                      | 90     |   |   | (vi)                                                      | training of the Crew and supervising their efficiency; |
| 22 |   |   | “Severance Costs” means the costs which the employers are     |                                                      | 91     |   |   | (vii)                                                     | conducting union negotiations; |
| 23 |   |   | legally obliged to pay to or in respect of the Crew as a result           |                                                      | 92     |   |   | (viii)                                                    | operating the Managers’ drug and alcohol policy |
| 24 |   |   | of the early termination of any employment contract for                   |                                                      | 93     |   |   |                                                      | which meets the OCIMF Guidelines for Control of |
| 25 |   |   | service on the Vessel.                                                    |                                                      | 94     |   |   |                                                      | Drug & Alcohol on board the vessels. |
| 26 |   |   | “Crew Insurances” means insurances against crew risks         |                                                      | 95     |   |   |                                                      |
| 27 |   |   | which shall include but not be limited to death, sickness                 |                                                      | 96     |   |   | 3.2    Technical Management           |
| 28 |   |   | repatriation, injury, shipwreck unemployment indemnity                    |                                                      | 97     |   |   | (only applicable if agreed according to Box 6)            |
| 29 |   |   | and loss of personal effects.                                             |                                                      | 98     |   |   | The Managers shall provide technical management, which    |
| 30 |   |   | “Management Services” means the services specified in         |                                                      | 99     |   |   | includes, but is not limited to, the following functions: |
| 31 |   |   | sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5              |                                                      | 100    |   |   | (i)                                                       | provision of competent personnel to supervise the |
| 32 |   |   | to 12.                                                                    |                                                      | 101    |   |   |                                                      | maintenance and general efficiency of the Vessel; |
| 33 |   |   | “ISM Code” means the International Management Code for        |                                                      | 102    |   |   | (ii)                                                      | arrangement and supervision of dry dockings, repairs, |
| 34 |   |   | the Safe Operation of Ships and for Pollution Prevention as               |                                                      | 103    |   |   |                                                      | alterations, the upkeep of the Vessel and handling of |
| 35 |   |   | adopted by the International Maritime Organisation (IMO)                  |                                                      | 104    |   |   |                                                      | Guarantee Claims and to the standards required by the |
| 36 |   |   | by resolution A.741(18) or any subsequent amendment                       |                                                      | 105    |   |   |                                                      | Owners provided that the Manager shall be entitled to |
| 37 |   |   | thereto.                                                                  |                                                      | 106    |   |   |                                                      | incur the necessary expenditure to ensure that the |
| 38 |   |   | “STCW 95” means the International Convention on               |                                                      | 107    |   |   |                                                      | Vessel will comply with the law of the flag of the |
| 39 |   |   | Standards of Training, Certification and Watchkeeping for                 |                                                      | 108    |   |   |                                                      | Vessel and of the places where she trades, and all |
| 40 |   |   | Seafarers, 1978, as amended in 1995 or any subsequent                     |                                                      | 109    |   |   |                                                      | requirements and recommendations of the |
| 41 |   |   | amendment thereto.                                                        |                                                      | 110    |   |   |                                                      | classification society; |
| 42 |   |   |                                                                      |                                                      | 111    |   |   |                                                      | Managers shall visit the vessel in normal operating |
| 43 |   | 2.     | Appointment of Managers                                                   |                                                      | 112    |   |   |                                                      | cycle by the responsible Superintendents or other staff |
| 44 |   |   | With effect from the day and year stated in Box 4 and                     |                                                      | 113    |   |   |                                                      | minimum 3 times per year, where of one visit should |
| 45 |   |   | continuing unless and until terminated as provided herein,                |                                                      | 114    |   |   |                                                      | be a sailing visit. Visits in connection with dry- |
| 46 |   |   | the Owners hereby appoint the Managers and the Managers                   |                                                      | 115    |   |   |                                                      | dockings, extra ordinary repairs, upgrades e.g. are |
| 47 |   |   | hereby agree to act as the Managers of the Vessel.                        |                                                      | 116    |   |   |                                                      | limited to 25 man days per vessels budget year. |
| 48 |   |   |                                                                      |                                                      | 117    |   |   |                                                      | (Services exceeding 25 days see Part III): |
| 49 |   | 3.     | Basis of Agreement                                                        |                                                      | 118    |   |   | (iii)                                                     | arrangement of the supply of necessary stores, spares |
| 50 |   |   | Subject to the terms and conditions herein provided, during               |                                                      | 119    |   |   |                                                      | and lubricating oil; |
| 51 |   |   | the period of this Agreement, the Managers shall carry out                |                                                      | 120    |   |   | (iv)                                                      | appointment of surveyors and technical consultants as |
| 52 |   |   | Management Services in respect of the Vessel as agents for                |                                                      | 121    |   |   |                                                      | the Managers may consider from time to time to be |
| 53 |   |   | and on behalf of the Owners. The Managers shall have                      |                                                      | 122    |   |   |                                                      | necessary; |
| 54 |   |   | authority to take such actions as they may from time to time              |                                                      | 123    |   |   | (v)                                                       | development, implementation and maintenance of a |
| 55 |   |   | in their absolute discretion consider being necessary to                  |                                                      | 124    |   |   |                                                      | Safety Management System (SMS) in accordance |
| 56 |   |   | enable them to perform this Agreement in accordance with                  |                                                      | 125    |   |   |                                                      | with the ISM Code (see sub-clauses 4.2). |
| 57 |   |   | sound ship management practice.                                           |                                                      | 126    |   |   | (vi)                                                      | notify the owners and seek “out of budget approval” |
| 58 |   |   | 3.1   Crew Management                                           |                                                      | 127    |   |   |                                                      | for any extraordinary and non-budgeted expenditure |
| 59 |   |   | (only applicable if agreed according to Box 5)                            |                                                      | 128    |   |   |                                                      | above US$10.000. |
| 60 |   |   | The Managers shall provide suitably qualified Crew for the                |                                                      | 129    |   |   | (vii)                                                     | arrange oil major inspections according to the owners |
| 61 |   |   | Vessel as required by the Owners in accordance with the                   |                                                      | 130    |   |   |                                                      | charter obligations. |
| 62 |   |   | STCW 95 requirements, provision of which includes, but is                 |                                                      | 131    |   |   | (viii)                                                    | Upon termination of this agreement under clause 17, |
| 63 |   |   | not limited to, the following functions:                                  |                                                      | 132    |   |   |                                                      | the Managers shall cooperate with the Owners new |
| 64 |   |   | (i)                                                                       | selecting and engaging the Vessel’s Crew, including |   | 133    |   |                                                      |   | managers, officers and crew and provide reasonable |
| 65 |   |   |                                                                      | payroll arrangements, pension administration, and         |   | 134    |   |                                                      |   | assistance to effect a smooth transition of management |
| 66 |   |   |                                                                      | insurances for the Crew other than those mentioned in     |   | 135    |   |                                                      |   | and crewing. |
| 67 |   |   |                                                                      | Clause 6;                                                 |   | 136    |   |                                                      |   |
| 68 |   |   | (ii)                                                                      | ensuring that the applicable requirements of the law      |   | 137    |   |                                                      | 3.3    Commercial Management |
| 69 |   |   |                                                                      | of the flag of the Vessel are satisfied in respect of     |   | 138    |   |                                                      | (only applicable if agreed according to Box 7) |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 139 |   |   | The Managers shall provide the commercial operation of      |                                                     | 209    |   | 3.6    | Sale or Purchase of the Vessel                                        |
|-----|--------|--------|-------------------------------------------------------------|----------------------------------------------------------|--------|--------|--------|-----------------------------------------------------------------------|
| 140 |   |   | the Vessel, as required by the Owners, which includes, but  |                                                     | 210    |   |   | (only applicable if agreed according to Box 10)                       |
| 141 |   |   | is not limited to, the following functions:                 |                                                     | 211    |   |   | The Managers shall, in accordance with the Owners’              |
| 142 |   |   | (i)                                                         | providing chartering services in accordance with the     |   | 212    |   |                                                                  | instructions, supervise the sale or purchase of the Vessel, |
| 143 |   |   |                                                        | Owners’ instructions which include, but are not    |   | 213    |   |                                                                  | including the performance of any sale or purchase |
| 144 |   |   |                                                        | limited to, seeking and negotiating employment for       |   | 214    |   |                                                                  | agreement, but not negotiation of the same. |
| 145 |   |   |                                                        | the Vessel and the conclusion (including the             |   | 215    |   |                                                                  |   |
| 146 |   |   |                                                        | execution thereof) of charter parties or other contracts |   | 216    |   |                                                                  | 3.7    Provisions |
| 147 |   |   |                                                        | relating to the employment of the Vessel. If such a      |   | 217    |   |                                                                  | (only applicable if agreed according to Box 11) |
| 148 |   |   |                                                        | contract exceeds the period stated in Box 13, consent    |   | 218    |   |                                                                  | The Managers shall arrange for the supply of provisions. |
| 149 |   |   |                                                        | thereto in writing shall first be obtained form the      |   | 219    |   |                                                                  |   |
| 150 |   |   |                                                        | Owners;                                                  |   | 220    |   |                                                                  | 3.8    Bunkering |
| 151 |   |   | (ii)                                                        | arranging of the proper payment to Owners or their       |   | 221    |   |                                                                  | (only applicable if agreed according to Box 12) |
| 152 |   |   |                                                        | nominees of all hire and/or freight revenues or other    |   | 222    |   |                                                                  | The Managers shall arrange for the provision of bunker fuel |
| 153 |   |   |                                                        | moneys of whatsoever nature to which Owners may          |   | 223    |   |                                                                  | of the quality specified by the Owners as required for the |
| 154 |   |   |                                                        | be entitled arising out of the employment of or          |   | 224    |   |                                                                  | Vessel’s trade. |
| 155 |   |   |                                                        | otherwise in connection with the Vessel;                 |   | 225    |   |                                                                  |   |
| 156 |   |   | (iii)                                                       | providing voyage estimates and calculating of hire,      |   | 226    |   | 4.                                                                    | Managers’ Obligations |
| 157 |   |   |                                                        | freights, demurrage and/or despatch moneys due from      |   | 227    |   |                                                                  | 4.1   The Managers undertake to use their best endeavours |
| 158 |   |   |                                                        | or due to the charterers of the Vessel;                  |   | 228    |   |                                                                  | to provide the agreed Management Services including |
| 159 |   |   | (iv)                                                        | issuing of voyage instructions;                          |   | 229    |   |                                                                  | meeting budget as agents for and on behalf of the Owners in |
| 160 |   |   | (v)                                                         | appointing agents;                                       |   | 230    |   |                                                                  | accordance with sound ship management practice and to |
| 161 |   |   | (vi)                                                        | appointing stevedores;                                   |   | 231    |   |                                                                  | protect and promote the interests of the Owners in all |
| 162 |   |   | (vii)                                                       | arranging surveys associated with the commercial         |   | 232    |   |                                                                  | matters relating to the provision of services hereunder. |
| 163 |   |   |                                                        | operation of the Vessel.                                 |   | 233    |   |                                                                  | Provided, however, that the Managers in the performance of |
| 164 |   |   |                                                        |                                                     | 234    |   |   | their management responsibilities under this Agreement                |
| 165 |   |   | 3.4    Insurance Arrangements                |                                                     | 235    |   |   | shall be entitled to have regard to their overall responsibility      |
| 166 |   |   | (only applicable if agreed according to Box 8)              |                                                     | 236    |   |   | in relation to all vessels as may from time to time be                |
| 167 |   |   | The Managers shall arrange insurances in accordance with    |                                                     | 237    |   |   | entrusted to their management and in particular, but without          |
| 168 |   |   | Clauses 6, on such terms and conditions as the Owners shall |                                                     | 238    |   |   | prejudice to the generality of the foregoing, the Managers            |
| 169 |   |   | have instructed or agreed, in particular regarding          |                                                     | 239    |   |   | shall be entitled to allocate available supplies, manpower            |
| 170 |   |   | conditions, insured values, deductibles and franchises.The  |                                                     | 240    |   |   | and services in such manner as in the prevailing                      |
| 171 |   |   | Managers will co-ordinate documentation necessary to        |                                                     | 241    |   |   | circumstances the Managers in their absolute discretion               |
| 172 |   |   | procure certification for CLC-certificate, US COFR and      |                                                     | 242    |   |   | consider to be fair and reasonable.                                   |
| 173 |   |   | Canadian Oil Spill Response Agreement in respect of         |                                                     | 243    |   |   | 4.2    Where the Managers are providing Technical |
| 174 |   |   | Vessels likely to be trading to these Geographical areas.   |                                                     | 244    |   |   | Management in accordance with sub-clause 3.2, they                    |
| 175 |   |   |                                                        |                                                     | 245    |   |   | shall procure that the requirements of the law of the                 |
| 176 |   |   | 3.5    Accounting Services                   |                                                     | 246    |   |   | flag of the Vessel are satisfied and they shall in                    |
| 177 |   |   | (only applicable if agreed according to Box 9)              |                                                     | 247    |   |   | particular be deemed to be the “Company” as defined       |
| 178 |   |   | The Managers shall:                                         |                                                     | 248    |   |   | by the ISM Code, assuming the responsibility for the                  |
| 179 |   |   | (i)                                                         | establish an accounting system which meets the           |   | 249    |   |                                                                  | operation of the Vessel and taking over the duties |
| 180 |   |   |                                                        | requirements of the Owners and provide regular           |   | 250    |   |                                                                  | and responsibilities imposed by the ISM Code when |
| 181 |   |   |                                                        | accounting services, supply regular reports and          |   | 251    |   |                                                                  | applicable. |
| 182 |   |   |                                                        | records, and shall provide the Owners with the           |   | 252    |   |                                                                  | 4.3    The Managers shall maintain all relevant technical, |
| 183 |   |   |                                                        | Managers financial service and accounting reports in     |   | 253    |   |                                                                  | repair and and maintenance records, and provide |
| 184 |   |   |                                                        | accordance with their usual practice and provide         |   | 254    |   |                                                                  | owners with a quarterly vessel technical report |
| 185 |   |   |                                                        | regular accounting services in form to be mutually       |   | 255    |   |                                                                  | including vessel performance and speed/consumption |
| 186 |   |   |                                                        | agreed.                                                  |   | 256    |   |                                                                  | monitoring. |
| 187 |   |   |                                                        | The Manager will supply the Owners with a statement      |   | 257    |   |                                                                  |   |
| 188 |   |   |                                                        | of Vessels Operating Costs as soon as possible and       |   | 258    |   | 5.                                                                    | Owners’ Obligations |
| 189 |   |   |                                                        | latest within 10 working days after the end of each      |   | 259    |   |                                                                  | 5.1    The Owners shall pay all sums due to the Managers |
| 190 |   |   |                                                        | month together with a highlight report and a 3           |   | 260    |   |                                                                  | punctually in accordance with the terms of this Agreement. |
| 191 |   |   |                                                        | months forcast of expected opex cost, and further a      |   | 261    |   |                                                                  | 5.2    Where the Managers are providing Technical |
| 192 |   |   |                                                        | quarterly financial statement including necessary        |   | 262    |   |                                                                  | Management in accordance with sub-clause 3.2, the Owners |
| 193 |   |   |                                                        | explanations of deviations from the budget and year      |   | 263    |   |                                                                  | shall: |
| 194 |   |   |                                                        | end prognosis within 10 working days.                    |   | 264    |   |                                                                  | (i) | procure that all officers and ratings supplied by them |
| 195 |   |   |                                                        | Vessel budget and accounts shall always be available     |   | 265    |   |                                                                  |   | or on their behalf comply with the requirements of |
| 196 |   |   |                                                        | to the owners for inspection and auditing, provided      |   | 266    |   |                                                                  |   | STCW 95; |
| 197 |   |   |                                                        | that reasonable notice is given. Upon request any        |   | 267    |   |                                                                  | (ii) | instruct such officers and ratings to obey all |
| 198 |   |   |                                                        | invoice or supporting documentation as well as           |   | 268    |   |                                                                  |   | reasonable orders of the Managers in connection with |
| 199 |   |   |                                                        | purchase agreements used for vessel supplies to be       |   | 269    |   |                                                                  |   | the operation of the Managers’ safety management |
| 200 |   |   |                                                        | made available for the Owners.                           |   | 270    |   |                                                                  |   | system. |
| 201 |   |   |                                                        | The Managers will supply the Owners with such other      |   | 271    |   |                                                                  | 5.3    Where the Managers are not providing Technical |
| 202 |   |   |                                                        | financial statements and reports, that the Owners        |   | 272    |   |                                                                  | Management in accordance with sub-clause 3.2, the Owners |
| 203 |   |   |                                                        | may reasonably require from time to time;                |   | 273    |   |                                                                  | shall procure that the requirements of the law of the flag of |
| 204 |   |   |                                                        | maintain the records of all costs and expenditure        |   | 274    |   |                                                                  | the Vessel are satisfied and that they, or such other entity as |
| 205 |   |   |                                                        | incurred as well as data necessary or proper for the     |   | 275    |   |                                                                  | may be appointed by them and identified to the Managers, |
| 206 |   |   |                                                        | settlement of accounts between the parties.              |   | 276    |   |                                                                  | shall be deemed to be the “Company” as defined by the |
| 207 |   |   |                                                        |                                                     | 277    |   |   | ISM Code assuming the responsibility for the operation of             |
| 208 |   |   |                                                        |                                                     |   |   |   |                                                                  |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 278    |   |   | the Vessel and taking over the duties and responsibilities                              |                                                     | 346    |   |   | fee shall be presented in the annual budget referred to in                                                             |
|--------|--------|--------|-----------------------------------------------------------------------------------------|----------------------------------------------------------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------|
| 279    |   |   | imposed by the ISM Code when applicable.                                                |                                                     | 347    |   |   | sub-clause 9.1.                                                                                                        |
| 280    |   |   |                                                                                    |                                                     | 348    |   |   | 8.3    The Managers shall, at no extra cost to the Owners,                                         |
| 281    |   | 6.     | Insurance Policies                                                                      |                                                     | 349    |   |   | provide their own office accommodation, office staff,                                                                  |
| 282    |   |   | The Owners shall procure, whether by instructing the                                    |                                                     | 350    |   |   | facilities and stationery. Without limiting the generality of                                                          |
| 283    |   |   | Managers under sub-clause 3.4 or otherwise, that                                        |                                                     | 351    |   |   | Clause 7 the Owners shall reimburse the Managers for                                                                   |
| 284    |   |   | throughout the period of this Agreement:                                                |                                                     | 352    |   |   | postage and communication expenses, travelling expenses,                                                               |
| 285    |   |   | 6.1     at the Owners’ expense, the Vessel is insured for not |                                                     | 353    |   |   | and other out of pocket expenses properly incurred by the                                                              |
| 286    |   |   | less than her sound market value or entered for her full                                |                                                     | 354    |   |   | Managers in pursuance of the Management Services.                                                                      |
| 287    |   |   | gross tonnage, as the case may be for:                                                  |                                                     | 355    |   |   | 8.4    In the event of the appointment of the Managers being                                       |
| 288    |   |   | (i)                                                                                     | usual hull and machinery marine risks (including crew    |   | 356    |   |                                                                                                                   | terminated by the Owners or the Managers in accordance |
| 289    |   |   |                                                                                    | negligence) and excess liabilities;                      |   | 357    |   |                                                                                                                   | with the provisions of Clauses 17 and 18 other than by |
| 290    |   |   | (ii)                                                                                    | protection and indemnity risks (including pollution      |   | 358    |   |                                                                                                                   | reason of default by the Manager, or if the Vessel is lost, |
| 291    |   |   |                                                                                    | risks and Crew Insurances); and                          |   | 359    |   |                                                                                                                   | sold or otherwise disposed of, the “management fee” |
| 292    |   |   | (iii)                                                                                   | war risks (including protection and indemnity and        |   | 360    |   |                                                                                                                   | payable to the Managers according to the provisions of sub- |
| 293    |   |   |                                                                                    | crew risks) in accordance with the best practice of      |   | 361    |   |                                                                                                                   | clause 8.1, shall continue to be payable in full for a further |
| 294    |   |   |                                                                                    | prudent owners of vessels of a similar type to the       |   | 362    |   |                                                                                                                   | period of  three calendar months from the day of |
| 295    |   |   |                                                                                    | Vessel, with first class insurance companies,            |   | 363    |   |                                                                                                                   | termination of the management contract (date of handover) . |
| 296    |   |   |                                                                                    | underwriters or associations (“the Owners’   |   | 364    |   |                                                                                                                   | In addition, provided that the Managers provide Crew for |
| 297    |   |   |                                                                                    | Insurances”);                                      |   | 365    |   |                                                                                                                   | the Vessel in accordance with sub-clause 3.1: |
| 298    |   |   | 6.2    all premiums and calls on the Owners’ Insurances are   |                                                     | 366    |   |   | (i)                                                                                                                    | the Owners shall continue to pay actual incurred Crew |
| 299    |   |   | paid promptly by their due date,                                                        |                                                     | 367    |   |   |                                                                                                                   | Support Costs during the said further period of three |
| 300    |   |   | 6.3    the Owners’ Insurances name the Managers and,          |                                                     | 368    |   |   |                                                                                                                   | calendar months and |
| 301    |   |   | subject to underwriters’ agreement, any third party                               |                                                     | 369    |   |   | (ii)                                                                                                                   | the Owners shall pay an equitable proportion of any |
| 302    |   |   | designated by the Managers as a joint assured, with full                                |                                                     | 370    |   |   |                                                                                                                   | Severance Costs which may materialise, not |
| 303    |   |   | cover, with the Owners obtaining cover in respect of each                               |                                                     | 371    |   |   |                                                                                                                   | exceeding the amount stated in Box 16. |
| 304    |   |   | of the insurances specified in sub-clause 6.1:                                          |                                                     | 372    |   |   | 8.5    If the Owners decide to lay-up the Vessel whilst this                                       |
| 305    |   |   | (i)                                                                                     | on terms whereby the Managers and any such third         |   | 373    |   |                                                                                                                   | Agreement remains in force and such lay-up lasts for more |
| 306    |   |   |                                                                                    | party are liable in respect of premiums or calls arising |   | 374    |   |                                                                                                                   | than three months, an appropriate reduction of the |
| 307    |   |   |                                                                                    | in connection with the Owners’ Insurances; or      |   | 375    |   |                                                                                                                   | management fee for the period exceeding three months until |
| 308    |   |   | (ii)                                                                                    | if reasonably obtainable, on terms such that neither     |   | 376    |   |                                                                                                                   | one month before the Vessel is again put into service shall |
| 309    |   |   |                                                                                    | the Managers nor any such third party shall be under     |   | 377    |   |                                                                                                                   | be mutually agreed between the parties. |
| 310    |   |   |                                                                                    | any liability in respect of premiums or calls arising in |   | 378    |   |                                                                                                                   | 8.6    Unless otherwise agreed in writing all discounts and |
| 311    |   |   |                                                                                    | connection with the Owners’ Insurances; or         |   | 379    |   |                                                                                                                   | commissions obtained by the Managers in the course of the |
| 312    |   |   | (iii)                                                                                   | on such other terms as may be agreed in writing.         |   | 380    |   |                                                                                                                   | management of the Vessel shall be credited to the Owners. |
| 313    |   |   | Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is                         |                                                     | 381    |   |   |                                                                                                                   |
| 314    |   |   | left blank then (i) applies.                                                            |                                                     | 382    |   | 9.     | Budgets and Management of Funds                                                                                        |
| 315    |   |   | 6.4    written evidence is provided, to the reasonable              |                                                     | 383    |   |   | 9.1    The Managers shall present to the Owners annually a                                         |
| 316    |   |   | satisfaction of the Managers, of their compliance with their                            |                                                     | 384    |   |   | budget for the following twelve months in such form, as the                                                            |
| 317    |   |   | obligations under Clause 6 within a reasonable time of the                              |                                                     | 385    |   |   | Owners require. The annual budgets shall be prepared by                                                                |
| 318    |   |   | commencement of the Agreement, and of each renewal date                                 |                                                     | 386    |   |   | the Managers and submitted to the Owners not less than                                                                 |
| 319    |   |   | and, if specifically requested, of each payment date of the                             |                                                     | 387    |   |   | two months before January 1st.                                                                                         |
| 320    |   |   | Owners’ Insurances.                                                               |                                                     | 388    |   |   | 9.2    The Owners shall indicate to the Managers their                                             |
| 321    |   |   |                                                                                    |                                                     | 389    |   |   | acceptance and approval of the annual budget within one                                                                |
| 322    |   | 7.     | Income Collected and Expenses Paid on Behalf of Owners                                  |                                                     | 390    |   |   | month of presentation and in the absence of any such                                                              |
| 323    |   |   | 7.1    All moneys collected by the Managers under the               |                                                     | 391    |   |   | indication the Managers shall be entitled to assume that the                                                           |
| 324    |   |   | terms of this Agreement (other than moneys payable by the                               |                                                     | 392    |   |   | Owners have accepted the proposed budget.                                                                              |
| 325    |   |   | Owners to the Managers) and any interest thereon shall be                               |                                                     | 393    |   |   | 9.3    Following the agreement of the budget, the Managers                                         |
| 326    |   |   | held to the credit of the Owners in a separate bank account.                            |                                                     | 394    |   |   | shall prepare and present to the Owners their estimate of the                                                          |
| 327    |   |   | 7.2    All expenses incurred by the Managers under the              |                                                     | 395    |   |   | working capital requirements of the Vessel and the                                                                     |
| 328    |   |   | terms of this Agreement on behalf of the Owners (including                              |                                                     | 396    |   |   | Managers shall each month up-date this estimate. Based                                                                 |
| 329    |   |   | expenses as provided in Clause 8) may be debited against                                |                                                     | 397    |   |   | thereon, the Managers shall each month request the Owners                                                              |
| 330    |   |   | the Owners in the account referred to under sub-clause 7.1                              |                                                     | 398    |   |   | in writing for the funds required to run the Vessel for the                                                            |
| 331    |   |   | but shall in any event remain payable by the Owners to the                              |                                                     | 399    |   |   | ensuing month, including the payment of any occasional or                                                              |
| 332    |   |   | Managers on demand.                                                                     |                                                     | 400    |   |   | extraordinary item of expenditure, such as emergency repair                                                            |
| 333    |   |   |                                                                                    |                                                     | 401    |   |   | costs, additional insurance premiums, bunkers or                                                                       |
| 334    |   | 8.     | Management Fee                                                                          |                                                     | 402    |   |   | provisions. Such funds shall be received by the Managers                                                               |
| 335    |   |   | 8.1    The Owners shall pay to the Managers for their               |                                                     | 403    |   |   | within ten running days after the receipt by the Owners of                                                             |
| 336    |   |   | services as Managers under this Agreement an annual                                     |                                                     | 404    |   |   | the Managers’ written request and shall be held to the credit                                                    |
| 337    |   |   | management fee as stated in Box 15 which shall be payable                               |                                                     | 405    |   |   | of the Owners in a separate bank account.                                                                              |
| 338    |   |   | by equal monthly instalments in advance at the end of each                              |                                                     | 406    |   |   | 9.4    The  Managers shall  produce a  comparison  between |
| 339    |   |   | month, the first instalment being payable on the                                        |                                                     | 407    |   |   | budgeted and actual income and expenditure of the Vessel                                                               |
| 340    |   |   | commencement of this Agreement at the end of next month                                 |                                                     | 408    |   |   | in such form as required by the Owners on a monthly basis.                                                             |
| 341    |   |   | after commencement of this Agreement (see Clause 2 and                                  |                                                     | 409    |   |   | On a quarterly statement of vessels operating costs which                                                              |
| 342    |   |   | Box 4) and subsequent instalments being payable every                                   |                                                     | 410    |   |   | includes necessary explanations for deviates from the                                                                  |
| 343    |   |   | month.                                                                                  |                                                     | 411    |   |   | agreed budget and forecast operating cost for the whole                                                                |
| 344    |   |   | 8.2    The management fee shall be subject to an annual             |                                                     | 412    |   |   | year (ref. clause 3.5).                                                                                                |
| 345    |   |   | review at the end of each calendar year and the proposed                                |                                                     | 413    |   |   |                                                                                                                   |
|   |   |   |                                                                                    |                                                     | 414    |   |   | 9.5    Notwithstanding anything contained herein to the                                            |
|   |   |   |                                                                                    |                                                     | 415    |   |   | contrary, the Managers shall in no circumstances be                                                                    |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 416 |   |   | required to use or commit their own funds to finance the                                         |   | 486 |   |   | exemption from liability, defence and immunity of                              |
|-----|--------|--------|--------------------------------------------------------------------------------------------------|--------|-----|--------|--------|--------------------------------------------------------------------------------|
| 417 |   |   | provision of the Management Services.                                                            |   | 487 |   |   | whatsoever nature applicable to the Managers or to which                       |
| 418 |   |   |                                                                                             |   | 488 |   |   | the Managers are entitled hereunder shall also be available                    |
| 419 |   | 10.    | Managers’ Right to Sub-Contract                                                            |   | 489 |   |   | and shall extend to protect every such employee or agent of                    |
| 420 |   |   | The Managers shall not have the right to sub-contract any                                        |   | 490 |   |   | the Managers acting as aforesaid and for the purpose of all                    |
| 421 |   |   | of their obligations hereunder, including those mentioned in                                     |   | 491 |   |   | the foregoing provisions of this Clause 11 the Managers are                    |
| 422 |   |   | sub-clause 3.1, without the prior written consent of the                                         |   | 492 |   |   | or shall be deemed to be acting as agent or trustee on behalf                  |
| 423 |   |   | Owners. which shall not be unreasonably withheld. In the                                         |   | 493 |   |   | of and for the benefit of all persons who are or might be                      |
| 424 |   |   | event of such a sub-contract the Managers shall remain                                           |   | 494 |   |   | their servants or agents from time to time (including sub-                     |
| 425 |   |   | fully liable for the due performance of their obligations                                        |   | 495 |   |   | contractors as aforesaid) and all such persons shall to this                   |
| 426 |   |   | under this Agreement.                                                                            |   | 496 |   |   | extent be or be deemed to be parties to this Agreement.                        |
| 427 |   |   |                                                                                             |   | 497 |   |   |                                                                           |
| 428 |   | 11.    | Responsibilities                                                                                 |   | 498 |   | 12.    | Documentation                                                                  |
| 429 |   |   | 11.1    Force Majeure – Neither the Owners nor the                     |   | 499 |   |   | Where the Managers are providing Technical Management                          |
| 430 |   |   | Managers shall be under any liability for any failure to                                         |   | 500 |   |   | in accordance with sub-clause 3.2 and/or Crew                                  |
| 431 |   |   | perform any of their obligations hereunder by reason of any                                      |   | 501 |   |   | Management in accordance with sub-clause 3.1, they shall                       |
| 432 |   |   | cause whatsoever of any nature or kind beyond their                                              |   | 502 |   |   | make available, upon Owners’ request, all documentation                  |
| 433 |   |   | reasonable control.                                                                              |   | 503 |   |   | and records related to the Safety Management System                            |
| 434 |   |   | 11.2    Liability to Owners –(i) Without prejudice to sub-             |   | 504 |   |   | (SMS) and/or the Crew which the Owners need in order to                        |
| 435 |   |   | clause 11.1, the Managers shall be under no liability                                            |   | 505 |   |   | demonstrate compliance with the ISM Code and STCW 95                           |
| 436 |   |   | whatsoever to the Owners for any loss, damage, delay or                                          |   | 506 |   |   | or to defend a claim against a third party.                                    |
| 437 |   |   | expense of whatsoever nature, whether direct or indirect,                                        |   | 507 |   |   |                                                                           |
| 438 |   |   | (including but not limited to loss of profit arising out of or                                   |   | 508 |   | 13.    | General Administration                                                         |
| 439 |   |   | in connection with detention of or delay to the Vessel) and                                      |   | 509 |   |   | 13.1    The Managers shall in consultation with the Owners |
| 440 |   |   | howsoever arising in the course of performance of the                                            |   | 510 |   |   | handle and settle all claims arising out of the Management                     |
| 441 |   |   | Management Services UNLESS same is proved to have                                                |   | 511 |   |   | Services hereunder and keep the Owners informed                                |
| 442 |   |   | resulted solely from the negligence, gross negligence or                                         |   | 512 |   |   | regarding any incident of which the Managers become                            |
| 443 |   |   | wilful default of the Managers or their employees, or agents                                     |   | 513 |   |   | aware, which gives or may give rise to claims or disputes                      |
| 444 |   |   | or sub-contractors employed by them in connection with the                                       |   | 514 |   |   | involving third parties.                                                       |
| 445 |   |   | Vessel, in which case (save where loss, damage, delay or                                         |   | 515 |   |   | 13.2    The Managers shall, as instructed by the Owners,   |
| 446 |   |   | expense has resulted from the Managers’ personal act or                                    |   | 516 |   |   | bring or defend actions, suits or proceedings in connection                    |
| 447 |   |   | omission committed with the intent to cause same or                                              |   | 517 |   |   | with matters entrusted to the Managers according to this                       |
| 448 |   |   | recklessly and with knowledge that such loss, damage,                                            |   | 518 |   |   | Agreement.                                                                     |
| 449 |   |   | delay or expense would probably result) the Managers’                                      |   | 519 |   |   | 13.3    The Managers in consultation with the Owners shall |
| 450 |   |   | liability for each incident or series of incidents giving rise                                   |   | 520 |   |   | also have power to obtain legal or technical or other outside                  |
| 451 |   |   | to a claim or claims shall never exceed a total of ten times                                     |   | 521 |   |   | expert advice in relation to the handling and settlement of                    |
| 452 |   |   | the annual management fee payable hereunder.                                                     |   | 522 |   |   | claims and disputes or all other matters affecting the                         |
| 453 |   |   | (ii) Notwithstanding anything that may appear to the                                             |   | 523 |   |   | interests of the Owners in respect of the Vessel.                              |
| 454 |   |   | contrary in this Agreement, the Managers shall not be liable                                     |   | 524 |   |   | 13.4    The Owners shall arrange for the provision of any  |
| 455 |   |   | for any of the actions of the Crew, even if such actions are                                     |   | 525 |   |   | necessary guarantee bond or other security.                                    |
| 456 |   |   | negligent, grossly negligent or wilful, except only to the                                       |   | 526 |   |   | 13.5    Any costs reasonably incurred by the Managers in   |
| 457 |   |   | extent that they are shown to have resulted from a failure by                                    |   | 527 |   |   | carrying out their obligations according to Clause 13 shall                    |
| 458 |   |   | the Managers to discharge their obligations under sub-                                           |   | 528 |   |   | be reimbursed by the Owners.                                                   |
| 459 |   |   | clause 3.1, in which case their liability shall be limited in                                    |   | 529 |   |   |                                                                           |
| 460 |   |   | accordance with the terms of this Clause 11.                                                     |   | 530 |   | 14.    | Auditing                                                                       |
| 461 |   |   | 11.3    Indemnity – Except to the extent and solely for the            |   | 531 |   |   | The Managers shall at all times maintain and keep true and                     |
| 462 |   |   | amount therein set out that the Managers would be liable                                         |   | 532 |   |   | correct accounts and shall make the same available for                         |
| 463 |   |   | under sub-clause 11.2, the Owners hereby undertake to                                            |   | 533 |   |   | inspection and auditing by the Owners at such times as may                     |
| 464 |   |   | keep the Managers and their employees, agents and sub-                                           |   | 534 |   |   | be mutually agreed. On the termination, for whatever                           |
| 465 |   |   | contractors indemnified and to hold them harmless against                                        |   | 535 |   |   | reasons, of this Agreement, the Managers shall at Owners’                |
| 466 |   |   | all actions, proceedings, claims, demands or liabilities                                         |   | 536 |   |   | cost release to the Owners, if so requested, the originals                     |
| 467 |   |   | whatsoever or howsoever arising which may be brought                                             |   | 537 |   |   | where possible, or otherwise certified copies, of all such                     |
| 468 |   |   | against them or incurred or suffered by them arising out of                                      |   | 538 |   |   | accounts and all documents specifically relating to the                        |
| 469 |   |   | or in connection with the performance of the Agreement,                                          |   | 539 |   |   | Vessel and her operation.                                                      |
| 470 |   |   | and against and in respect of all costs, losses, damages and                                     |   | 540 |   |   | The Manager shall operate in compliance with SOX and                           |
| 471 |   |   | expenses (including legal costs and expenses on a full                                           |   | 541 |   |   | annualy provide a SAS70 type 2 report. The cost of such                        |
| 472 |   |   | indemnity basis) which the Managers may suffer or incur                                          |   | 542 |   |   | report to be distributed equally on the vessel accounts of                     |
| 473 |   |   | (either directly or indirectly) in the course of the                                             |   | 543 |   |   | the managed fleet.                                                             |
| 474 |   |   | performance of this Agreement.                                                                   |   | 544 |   |   | After closing a financial year the Managers shall deliver to                   |
| 475 |   |   | 11.4    “Himalaya” – It is hereby expressly agreed that no |   | 545 |   |   | the Owners and at Owners costs the annual accounts                             |
| 476 |   |   | employee or agent of the Managers (including every sub-                                          |   | 546 |   |   | audited by a state-certified public accountant.                                |
| 477 |   |   | contractor from time to time employed by the Managers)                                           |   | 547 |   |   |                                                                           |
| 478 |   |   | shall in any circumstances whatsoever be under any liability                                     |   | 548 |   | 15.    | Inspection of Vessel                                                           |
| 479 |   |   | whatsoever to the Owners for any loss, damage or delay of                                        |   | 549 |   |   | The Owners shall have the right at any time after giving                       |
| 480 |   |   | whatsoever kind arising or resulting directly or indirectly                                      |   | 550 |   |   | reasonable notice to the Managers to inspect the Vessel for                    |
| 481 |   |   | from any act, neglect or default on his part while acting in                                     |   | 551 |   |   | any reason they consider necessary.                                            |
| 482 |   |   | the course of or in connection with his employment and,                                          |   | 552 |   |   |                                                                           |
| 483 |   |   | without prejudice to the generality of the foregoing                                             |   | 553 |   | 16.    | Compliance with Laws and Regulations                                           |
| 484 |   |   | provisions in this Clause 11, every exemption, limitation,                                       |   | 554 |   |   | The Managers will not do or permit to be done anything,                        |
| 485 |   |   | condition and liberty herein contained and every right,                                          |   | 555 |   |   | which might cause any breach or infringement of the laws                       |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 556    |   |   | and regulations of the Vessel’s flag, or of the places where                |                                                      | 625                                                     |   |   | 18.6    The termination of this Agreement shall be without       |
|--------|--------|--------|-----------------------------------------------------------------------------------|-----------------------------------------------------------|---------------------------------------------------------|--------|--------|--------------------------------------------------------------------------------------|
| 557    |   |   | she trades.                                                                       |                                                      | 626                                                     |   |   | prejudice to all rights accrued due between the parties prior                        |
| 558    |   | 17.    | Duration of the Agreement                                                         |                                                      | 627                                                     |   |   | to the date of termination.                                                          |
| 559    |   |   | This Agreement shall come into effect on the day and year                         |                                                      | 628                                                     |   | 19.    | Law and Arbitration                                                                  |
| 560    |   |   | stated in Box 4 and shall continue until the date stated in                       |                                                      | 629                                                     |   |   | 19.1    This Agreement shall be governed by and construed        |
| 561    |   |   | Box 17. Thereafter it shall continue until terminated by                          |                                                      | 630                                                     |   |   | in accordance with English and any dispute arising out of or                         |
| 562    |   |   | either party giving to the other notice in writing, in which                      |                                                      | 631                                                     |   |   | in connection with this Agreement shall be referred to                               |
| 563    |   |   | event the Agreement shall terminate upon the expiration of                        |                                                      | 632                                                     |   |   | arbitration in London in accordance with the Arbitration                             |
| 564    |   |   | a period of two months from the date upon which such                              |                                                      | 633                                                     |   |   | Act 1996 or any statutory modification or re-enactment                          |
| 565    |   |   | notice was given.                                                                 |                                                      | 634                                                     |   |   | thereof save to the extent necessary to give effect to the                           |
| 566    |   |   |                                                                              |                                                      | 635                                                     |   |   | provisions of this Clause.                                                           |
| 567    |   | 18.    | Termination                                                                       |                                                      | 636                                                     |   |   | The arbitration shall be conducted in accordance with the                            |
| 568    |   |   | 18.1    Owners’ default                                 |                                                      | 637                                                     |   |   | London Maritime Arbitrators Association (LMAA) Terms                                 |
| 569    |   |   | (i)                                                                               | The Managers shall be entitled to terminate the           |                                                    | 638    |   |                                                                                 | current at the time when the arbitration proceedings are |
| 570    |   |   |                                                                              | Agreement with immediate effect by notice in writing      |                                                    | 639    |   |                                                                                 | commenced. |
| 571    |   |   |                                                                              | if any moneys payable by the Owners under this            |                                                    | 640    |   |                                                                                 | The reference shall be to three arbitrators. A party wishing |
| 572    |   |   |                                                                              | Agreement shall not have been received in Managers’ |                                                    | 641    |   |                                                                                 | to refer a dispute to arbitration shall appoint its arbitrator |
| 573    |   |   |                                                                              | nominated account within ten running days of receipt      |                                                    | 642    |   |                                                                                 | and send notice of such appointment in writing to the other |
| 574    |   |   |                                                                              | by the Owners of the Managers written request or if       |                                                    | 643    |   |                                                                                 | party requiring the other party to appoint its own arbitrator |
| 575    |   |   |                                                                              | the Vessel is repossessed by the Mortgagees.              |                                                    | 644    |   |                                                                                 | within 14 calendar days of that notice and stating that it will |
| 576    |   |   | (ii)                                                                              | If the Owners:                                            |                                                    | 645    |   |                                                                                 | appoint its arbitrator as sole arbitrator unless the other party |
| 577    |   |   |                                                                              | (a)                                                       | fail to meet their obligations under sub-clause 5.1     |   | 646    |                                                                                 |   | appoints its own arbitrator and gives notice that it has done |
| 578    |   |   |                                                                              |                                                      | of this Agreement for any reason within their           |   | 647    |                                                                                 |   | so within the 14 days specified. If the other party does not |
| 579    |   |   |                                                                              |                                                      | control, or                                             |   | 648    |                                                                                 |   | appoint its own arbitrator and give notice that it has done so |
| 580    |   |   |                                                                              | (b)                                                       | proceed with the employment of or continue to           |   | 649    |                                                                                 |   | within the 14 days specified, the party referring a dispute to |
| 581    |   |   |                                                                              |                                                      | employ the Vessel in the carriage of contraband,        |   | 650    |                                                                                 |   | arbitration may, without the requirement of any further |
| 582    |   |   |                                                                              |                                                      | blockade running, or in an unlawful trade, or on a      |   | 651    |                                                                                 |   | prior notice to the other party, appoint its arbitrator as sole |
| 583    |   |   |                                                                              |                                                      | voyage which in the reasonable opinion of the           |   | 652    |                                                                                 |   | arbitrator and shall advise the other party accordingly. The |
| 584    |   |   |                                                                              |                                                      | Managers is unduly hazardous or improper,               |   | 653    |                                                                                 |   | award of a sole arbitrator shall be binding on both parties as |
| 585    |   |   |                                                                              |                                                      | the Managers may give notice of the default to the      |   | 654    |                                                                                 |   | if he had been appointed by agreement. |
| 586    |   |   |                                                                              |                                                      | Owners, requiring them to remedy it as soon as          |   | 655    |                                                                                 |   | Nothing herein shall prevent the parties agreeing in writing |
| 587    |   |   |                                                                              |                                                      | practically possible. In the event that the Owners fail |   | 656    |                                                                                 |   | to vary these provisions to provide for the appointment of a |
| 588    |   |   |                                                                              |                                                      | to remedy it within a reasonable time to the            |   | 657    |                                                                                 |   | sole arbitrator. |
| 589    |   |   |                                                                              |                                                      | satisfaction of the Managers, the Managers shall be     |   | 658    |                                                                                 |   | In cases where neither the claim nor any counterclaim |
| 590    |   |   |                                                                              |                                                      | entitled to terminate the Agreement with immediate      |   | 659    |                                                                                 |   | exceeds the sum of USD50,000 (or such other sum as the |
| 591    |   |   |                                                                              |                                                      | effect by notice in writing.                            |   | 660    |                                                                                 |   | parties may agree) the arbitration shall be conducted in |
| 592    |   |   | 18.2    Managers’ Default                               |                                                      | 661                                                     |   |   | accordance with the LMAA Small Claims Procedure                                      |
| 593    |   |   | If the Managers fail to meet their obligations under Clauses                      |                                                      | 662                                                     |   |   | current at the time when the arbitration proceedings are                             |
| 594    |   |   | 3 and 4 of this Agreement for any reason within the control                       |                                                      | 663                                                     |   |   | commenced.                                                                           |
| 595    |   |   | of the Managers, the Owners may give notice in writing to                         |                                                      | 664                                                     |   |   | 19.2    This Agreement shall be governed by and construed        |
| 596    |   |   | the Managers of the default, requiring them to remedy it as                       |                                                      | 665                                                     |   |   | in accordance with Title 9 of the United States Code and                             |
| 597    |   |   | soon as practically possible. In the event that the Managers                      |                                                      | 666                                                     |   |   | the Maritime Law of the United States and any dispute                                |
| 598    |   |   | fail to remedy it within a reasonable time to the satisfaction                    |                                                      | 667                                                     |   |   | arising out of or in connection with this Agreement shall be                         |
| 599    |   |   | of the Owners, the Owners shall be entitled to terminate the                      |                                                      | 668                                                     |   |   | referred to three persons at New York, one to be appointed                           |
| 600    |   |   | Agreement with immediate effect by notice in writing.                             |                                                      | 669                                                     |   |   | by each of the parties hereto, and the third by the two so                           |
| 601    |   |   | 18.3    Extraordinary Termination                             |                                                      | 670                                                     |   |   | chosen; their decision or that of any two of them shall be                           |
| 602    |   |   | This Agreement shall be deemed to be terminated in the                            |                                                      | 671                                                     |   |   | final, and for the purposes of enforcing any award,                                  |
| 603    |   |   | case of the sale of the Vessel or if the Vessel becomes a                         |                                                      | 672                                                     |   |   | judgement may be entered on an award by any court of                                 |
| 604    |   |   | total loss or is declared as a constructive or compromised or                     |                                                      | 673                                                     |   |   | competent jurisdiction. The proceedings shall be conducted                           |
| 605    |   |   | arranged total loss or is requisitioned.                                          |                                                      | 674                                                     |   |   | in accordance with the rules of the Society of Maritime                              |
| 606    |   |   | 18.4    For the purpose of sub-clause 18.3 hereof             |                                                      | 675                                                     |   |   | Arbitrators, Inc.                                                                    |
| 607    |   |   | (i)                                                                               | the date upon which the Vessel is to be treated as        |                                                    | 676    |   |                                                                                 | In cases where neither the claim nor any counterclaim |
| 608    |   |   |                                                                              | having been sold or otherwise disposed of shall be the    |                                                    | 677    |   |                                                                                 | exceeds the sum of USD50,000 (or such other sum as the |
| 609    |   |   |                                                                              | date on which the Owners cease to be registered as        |                                                    | 678    |   |                                                                                 | parties may agree) the arbitration shall be conducted in |
| 610    |   |   |                                                                              | Owners of the Vessel;                                     |                                                    | 679    |   |                                                                                 | accordance with the Shortened Arbitration Procedure of the |
| 611    |   |   | (ii)                                                                              | the Vessel shall not be deemed to be lost unless either   |                                                    | 680    |   |                                                                                 | Society of Maritime Arbitrators, Inc. current at the time |
| 612    |   |   |                                                                              | she has become an actual total loss or agreement has      |                                                    | 681    |   |                                                                                 | when the arbitration proceedings are commenced. |
| 613    |   |   |                                                                              | been reached with her underwriters in respect of her      |                                                    | 682    |   |                                                                                 | 19.3    This Agreement shall be governed by and construed |
| 614    |   |   |                                                                              | constructive, compromised or arranged total loss or if    |                                                    | 683    |   |                                                                                 | in accordance with the laws of the place mutually agreed by |
| 615    |   |   |                                                                              | such agreement with her underwriters is not reached it    |                                                    | 684    |   |                                                                                 | the parties and any dispute arising out of or in connection |
| 616    |   |   |                                                                              | is adjudged by a competent tribunal that a                |                                                    | 685    |   |                                                                                 | with this Agreement shall be referred to arbitration at a |
| 617    |   |   |                                                                              | constructive loss of the Vessel has occurred.             |                                                    | 686    |   |                                                                                 | mutually agreed place, subject to the procedures applicable |
| 618    |   |   | 18.5    This Agreement shall terminate forthwith in the event |                                                      | 687                                                     |   |   | there – as per Box 18 in Part I.                                               |
| 619    |   |   | of an order being made or resolution passed for the winding                       |                                                      | 688                                                     |   |   | 19.4    If Box 18 in Part I is not appropriately filled in, sub- |
| 620    |   |   | up, dissolution, liquidation or bankruptcy of either party                        |                                                      | 689                                                     |   |   | clause 19.1 of this Clause shall apply.                                              |
| 621    |   |   | (otherwise than for the purpose of reconstruction or                              |                                                      | 690                                                     |   |   |                                                                                 |
| 622    |   |   | amalgamation) or if a receiver is appointed, or if it suspends                    |                                                      | 691                                                     |   |   | Note: 19.1, 19.2 and 19.3 are alternatives; indicate                                 |
| 623    |   |   | payment, ceases to carry on business or makes any special                         |                                                      | 692                                                     |   |   | alternative agreed in Box 18.                                                        |
| 624    |   |   | arrangement or composition with its creditors.                                    |                                                      | 693                                                     |   |   |                                                                                 |
|   |   |   |                                                                              |                                                      | 694                                                     |   | 20.    | Notices                                                                              |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 695 |   |   | 20.1    Any notice to be given by either party to the other |   |   |   |   |   |
|-----|--------|--------|---------------------------------------------------------------------------------|--------|--------|--------|--------|--------|
| 696 |   |   | party shall be in writing and may be sent by fax, e-mail,                       |   |   |   |   |   |
| 697 |   |   | registered or recorded mail or by personal service.                             |   |   |   |   |   |
| 698 |   |   | 20.2    The address of the Parties for service of such      |   |   |   |   |   |
| 699 |   |   | communication shall be as stated in Boxes 19 and 20,                            |   |   |   |   |   |
| 700 |   |   | respectively.                                                                   |   |   |   |   |   |
| 701 |   |   |                                                                            |   |   |   |   |   |
| 702 |   |   | The attached clauses 3.1 (ix), (x), 3.2 (vi), (vii) and 21                      |   |   |   |   |   |
| 703 |   |   | listed on the following page are all deemed to be                               |   |   |   |   |   |
| 704 |   |   | incorporated in this Shipmanagement Agreement.                                  |   |   |   |   |   |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

| 3.1)   | Crew Management:                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (ix)   | The Managers will ensure that, during the entire period of the Agreement, is carried on board an ITF certificate or equivalent allowing the vessel’s calls and operations in all ports where an ITF certificate is compulsory.                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (x)    | Managers warrant that its D&A policy meets the OCIMF Guidelines for control of Drug & Alcohol onboard the vessels, as well as meets ExxonMobil’s Drug & Alcohol policy requirements for the duration of the Agreement.   The Managers further warrant that they shall exercise due diligence to ensure that the D&A policies is complied with for the duration of the agreement. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.2)   | Technical Management                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (vi)   | The vessel will be participating in the OCIMF TMSA programme securing a rating sufficient  for the vessel to be acceptable by the oil majors.                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (vii)  | Managers will ensure to  use  its best  endeavours to take all necessary and  reasonable steps to have the vessel inspected and accepted at any time by at least four of the following oil majors, namely ExxonMobil, Shell, Chevron, BP, TOTAL or Statoil and that there is always at least one SIRE report on file which is less than four months old.                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 21)    |  The Managers warrant that it has both ISO 9001, ISO 14001 and OSHAS 18001 certification in their documentation at the commencement of this Agreement and will maintain such certification for the duration of the Agreement.                                                                                                                                                                                    |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

|  Date of Agreement: |  Name of Vessel: |
|--------------------------|-----------------------|

| Vessel Name                                                                |   |
|----------------------------------------------------------------------------|--------|
| Ex Names                                                                   |   |
| Flag                                                                       |   |
| Port of Registry                                                           |   |
| Call Sign / IMO Number                                                     |   |
| Type of Vessel                                                             |   |
| Hull type                                                                  |   |
| Year build, Yard                                                           |   |
|                                                                       |   |
| Length O A                                                                 |   |   | Dead-weight  (Designed) |   |
| Length between P P                                                         |   |   | Gross tonnes  GT |   |
| Beam (extreme)                                                             |   |   | Net tonnes     NT |   |
| Depth moulded                                                              |   |   | Light ship |   |
| Draft, summer                                                              |   |   | Vol. of ballast m3 |   |
|                                                                       |   |   |   |   |
| PHONE SAT-B                                                                |   |   | Inert Gas installed |   |
| FAX SAT-B                                                                  |   |   | No. of cargo tanks |   |
| TLX SAT- B                                                                 |   |   | No. of Slop tanks |   |
| F77 Phone                                                             |   |   |   |   |
| F77 Fax                                                                    |   |   |   |   |
| Phone (Mobile)                                                             |   |   | Vol. of cargo tanks 98% |   |
| Call Sign                                                                  |   |   | Vol. of Slop tanks 98% |   |
| MMSI No.                                                                   |   |   | Capacity of Cargo Pumps |   |
|                                                                       |   |   |   |   |
| FO capacity          95% |   |   | Main Engine |   |
| MDO capacity         95%      |   |   | Output ME (CSR) |   |
| FW capacity                                                                |   |   | Aux. Engines |   |
|                                                                       |   |   | Generators |   |
| FO/day steaming                                                            |   |   | Emergency Generator Engine |   |
|                                                                       |   |   | Generators |   |
|                                                                       |   |   | Speed (Service) |   |
|                                                                       |   |   |   |   |
| Classification Society                                                     |   |   | Hull & Machinery |   |
| Class ID                                                                   |   |   | P & I |   |
| IMO No.                                                                    |   |   | Emergency  Response Service |   |
| Official No.                                                               |   |   | QI |   |
|                                                                       |   |   |   |   |
| Owners                                                                     |   |
| In Management since                                                        |   |
| Classification Notation                                                    |   |
|                                                                       |   |
| Last updated                                                               |   |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

|  Date of Agreement: |  Name of Vessel: |
|--------------------------|-----------------------|

| DETAILS OF CREW | Total crew:  __ persons |
|-----------------|-----------------------------------|

|     |    |   |
|----------|---------|--------|
| Officers | Ratings |   |
| Rank:    | Rank:   |   |
|     |    |   |
|     |    |   |
|     |    |   |
|     |    |   |
|     |    |   |
|     |    |   |
|     |    |   |
|     |    |   |
| Total:   | Total:  | Total: |
|     |    |   |

----

|   | GOODWOOD SHIP MANAGEMENT AGREEMENT |  Part II |
|--------|------------------------------------|---------------|

|  Date of Agreement: |  Name of Vessel: |
|--------------------------|-----------------------|

| Services                                                                             | Amount   | USD                    | Frequency |
|--------------------------------------------------------------------------------------|--------------------|------------------------|-----------|
| Dry docking                                                                          |               |                   |
|     ·       0-25 days    | Included           | Daily / Superintendent |
|     ·       > 25 days | 500                |                   |
|                                                                                 |               |                   |
| Extraordinary Repair*                                                                | 500                | Daily / Superintendent |
|                                                                                 |               |                   |
| Major upgrading*                                                                     | 500                | Daily / Superintendent |
|                                                                                 |               |                   |
| Change of Flag                                                                       | 2,500              | As required            |
|                                                                                 |               |                   |

----