EXHIBIT 10.1

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL
(BIMCO)
STANDARD BAREBOAT CHARTER
CODE NAME: "BARECON 89"
                                                                          PART I
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1. Shipbroker

None

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2. Place and date

March 1, 1999 Hollywood Florida

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3. Owner/Place of business

Crown Dynasty Inc.
Panama

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4. Bareboat charterers (Charterers) Place of business

Crown Cruises Ltd.
Bermuda

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5. Vessel's name, Call Sign and Flag (CL 0(o))

NORWEGIAN DYNASTY, 3FJX3, Panama
(The name of the Vessel shall be changed to "Crown Dynasty")

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6. Type of Vessel

Motor Passenger / Cruise Vessel

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7. GRT/NRT

10,080 / 8,103

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8. When/Where built

1992 by Union Navel de Levante S.A., Valencia, Spain

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9. Total DWT (abt.) in metric tone on summer/freeboard

-

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10. Class (CL 9)

DNV 1A1 Passenger Ship NAUT-8 EO

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11. Date of last special survey by the Vessel's classification society

-

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12. Further particulars of Vessel (also indicate minimum number of months'
    validity of class certificates agreed acc. to CL 14)

See clause 27.

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13. Port or Place of delivery (CL 2)

West Coast, USA in Owners' option

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14. Time for delivery (CL 3)

1.10.1999

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15. Cancelling date (CL 4)

30.10.1999

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16. Port or Place of redelivery (CL 14)

US port to be declared by the Charterers a minimum of 12 months prior to the
expiration of the Charter.

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17. Running days' notice if other than stated in CL 3



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18. Frequency of dry-docking if other than stated in CL 9(f)

As required by Classification Society or by any relevant or authorized
regulating body.
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19. Trading limits (CL 5)

The Charterers' intended trade is,
Always afloat. Worldwide trading within IWL but always within the Vessel's
operational capacity. Cuba, Iraq, Iran, North Korea, Cambodia, Yemen, countries
of former Yugoslavia and countries under UN embargo or trade restrictions always
excluded.

The itinerary and employment of the Vessel is subject to the Owner's approval,
which shall not be unreasonably withheld.
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20. Charter period

four (4) years +/- 7 days. See clause 39.

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21. Charter hire (CL 10)

Annual base charter hire [*].

See clause 40.
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22. Rate of interest payable acc. to CL 10(f) and, if applicable, acc. to
PART IV

10% per annum.

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23. Currency and method of payment (CL 10)

USO, by bank transfer to Owners' account.

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                                                                     (CONTINUED)

*MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL
 TREATMENT BY COMMODORE HOLDINGS LIMITED.


                   Printed by The BIMCO Charter Party Editor

<PAGE>

(CONTINUED)          "BARECON 89" Standard Bareboat Charter               PART I
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24. Place of payment; also state beneficiary and bank account (CL 10)

Owners bank account:
Nordbanken, Stockholm
39687737220
Crown Dynasty Inc. UNL 198
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25. Bank guarantee/bond (sum and place) (CL 22) (optional)

See clause 47.

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26. Mortgage(s), if any, (state whether CL 11(a) or (b) applies; if 11(b)
applies state date of Deed(s) of Covenant and name of Mortgagee(s)/Place of
business) (CL 11)

See clause 38.
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27. Insurance (marine and war risks) (state value acc. to CL 12(f) or, if
applicable, acc. to CL 13(k)) (also state if CL 13 applies)

USD 120,000,000.00
Clause 12 applies.
See clause 37.
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28. Additional insurance cover, if any, for Owners' account limited to
(CL 12(b)) or, if applicabale, (CL 13(g))

Mortgagees' interest insurance. See clause 37.
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29. Additional insurance cover, if any, for Charterers' account limited to
(CL 12(b)) or, if applicable, (CL 13(g))


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30. Latent defects (only to be filled in if period other than stated in CL 2)

See cl. 30.

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31. War cancellation (indicate countries agreed) (CL 24)

Finland, Sweden, Russia, USA, China, Norway, Germany, France.

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32. Brokerage commission and to whom payable (CL 25)



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33. Law and arbitration (state 26.f., 26.2, or 26.3. of CL 26 as agreed; if
26.3. agreed, also state place of arbitration) (CL 26)

See clause 65.
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34. Number of additional clauses covering special provisions, if agreed

27-67.

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35. Newbuilding Vessel (indicate with "yes" or "no" whether Part III applies)
(optional)


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36. Name of place of Builders (only to be filled in if Part III applies)



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37. Vessel's Yard Building No. (only to be filled in if Part III applies)



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38. Date of Building Contract (only to be filled in if Part III applies)



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39. Hire/Purchase agreement (indicate with "yes" or "no" whether Part IV
applies) (optional)

No.
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40. Bareboat Charter Registry (indicate with "yes" or "no" whether Part V
applies) (optional)


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41. Flag and Country of the Bareboat Charter Registry (only to be filled in if
Part V applies)


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42. Country of the Underlying Registry (only to be filled in if Part V applies)



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PREAMBLE - It is mutually agreed that this Contract shall be performed subject
to the conditions contained in this Charter which shall include PART I and PART
II. In the event of a conflict of conditions, the provisions of PART I shall
prevail over those of PART II to the extent of such conflict but no further. It
is further mutually agreed that PART III and/or PART IV and/or PART V shall only
apply and shall only form part of this Charter if expressly agreed and stated in
Boxes 35, 39 and 40. If PART III and/or PART IV and/or PART V apply, it is
further mutually agreed that in the event of a conflict of conditions, the
provisions of PART I and PART II shall prevail over those of PART III and/or
PART IV and/or PART V to the extent of such conflict but no further.

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Signature (Owners)

CROWN DYNASTY INC.

/s/ PATRICK DOYLE

Patrick Doyle
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Signature (Charterers)

CROWN CRUISES LTD.

/s/ FREDERICK A. MAYER

FREDERICK A. MAYER
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                   Printed by The BIMCO Charter Party Editor

<PAGE>
                                    PART II
                     "BARECON 89" Standard Bareboat Charter

1.  Definitions
    In this Charter, the following terms shall have the meanings hereby assigned
    to them:
    "THE OWNERS" shall mean the person or company registered as Owners of the
    Vessel.
    "THE CHARTERERS" shall mean the Bareboat charterers and shall not be
    construed to mean a time charterer or a voyage charterer.

2.  Delivery (NOT APPLICABLE TO NEWBUILDING VESSELS)
    The Vessel shall be delivered and taken over by the Charterers at the port
    or place indicated in Box 13, in such ready AND SAFE berth as the
    Charterers may direct.
    SEE CLAUSE 30.

3.  Time for Delivery (NOT APPLICABLE TO NEWBUILDING VESSELS)
    The Vessel to be delivered not before the date indicated in Box 14 unless
    with the Charterers' consent.
    Unless otherwise agreed in Box 17, the Owners to give the Charterers not
    less than 30 running days' preliminary and not less than 14 days' definite
    notice of the date on which the Vessel is expected to be ready for delivery.
    The Owners to keep the Charterers closely advised of possible changes in the
    Vessel's position.

4.  Cancelling (NOT APPLICABLE TO NEWBUILDING VESSELS)
    Should the Vessel not be delivered latest by the cancelling date indicated
    in Box 15, the Charterers to have the option of cancelling this Charter
    without prejudice to any claim the Charterers may otherwise have on the
    Owners under the Charter.
    If it appears that the Vessel will be delayed beyond the cancelling date,
    the Owners shall, as soon as they are in a position to state with reasonable
    certainty the day on which the Vessel should be ready, give notice thereof
    to the Charterers asking whether they will exercise their option of
    cancelling, and the option must then be declared within one hundred and
    sixty-eight (168) hours of the receipt by the Charterers of such notice. If
    the Charterers do not then exercise their option of cancelling, the seventh
    day after the readiness date stated in the Owners' notice shall be regarded
    as a new cancelling date for the purpose of this Clause.

5.  Trading Limits
    The Vessel shall be employed in lawful trades for the carriage of suitable
    lawful merchandise AND PASSENGERS AND THEIR LUGGAGE within the trading
    limits indicated in Box 19.
    The Charterers undertake not to employ the Vessel or suffer the Vessel to be
    employed otherwise than in conformity with the terms of the instruments of
    insurance (including any warranties expressed or implied therein) without
    first obtaining the consent to such employment of the Insurers and complying
    with such requirements as to extra premium or otherwise as the Insurers may
    prescribe. If required, the Charterers shall keep the Owners and the
    Mortgagees advised of the intended employment of the Vessel.
    The Charterers also undertake not to employ the Vessel or suffer her
    employment in any trade or business which is forbidden by the law of any
    country to which the Vessel may sail or is otherwise illicit or in carrying
    illicit or prohibited goods or in any manner whatsoever which may render her
    liable to condemnation, destruction, seizure or confiscation.
    Notwithstanding any other provisions contained in this Charter it is agreed
    that nuclear fuels or radioactive products or waste are specifically
    excluded from the cargo permitted to be loaded or carried under this
    Charter. This exclusion does not apply to radio-isotopes used or intended to
    be used for any industrial, commercial, agricultural, medical or scientific
    purposes provided the Owners' prior approval has been obtained to loading
    thereof.

6.  Surveys (NOT APPLICABLE TO NEWBUILDING VESSELS) (SEE CL. 29)
    SURVEY ON DELIVERY AND REDELIVERY. - The Owners and Charterers shall each
    appoint surveyors for the purpose of determining and agreeing in writing the
    condition of the Vessel at the time of delivery and redelivery hereunder.
    The Owners shall bear all expenses of the On-Survey including loss of time,
    if any, and the Charterers shall bear all expenses of the Off-Survey
    including loss of time,  If any, at the rate of hire per day or pro rata,
    also including in each case the cost of any docking and undocking, if
    required, in connection herewith.

7.  Inspection
    INSPECTION - The Owners shall have the right at any time to inspect or
    survey the Vessel or instruct a duly authorised surveyor to carry out such
    survey on their behalf to ascertain the condition of the Vessel and satisfy
    themselves that the Vessel is being properly repaired and maintained.
    Inspection or survey in dry-dock shall be made only when the Vessel shall be
    in dry-dock for the Charterers' purpose. However, the Owners shall have the
    right to require the Vessel to be dry-docked for inspection if the
    Charterers are not docking her at normal classification intervals. The fees
    for such inspection or survey shall in the event of the Vessel being found
    to be in the condition provided in Clause 9 of this Charter be payable by
    the Owners and shall be paid by the Charterers only in the event of the
    Vessel being found to require repairs or maintenance in order to achieve the
    condition so provided. All time taken in respect of inspection, survey or
    repairs shall count as time on hire and shall form part of the Charter
    period.
    The Charterers shall also permit the Owners to inspect the Vessel's log
    books whenever requested and shall whenever required by the Owners AND/OR
    MORTGAGEES furnish them with full information regarding any casualties or
    other accidents or damage to the Vessel. For the purpose of this Clause, the
    Charterers shall keep the Owners advised of the intended employment of the
    Vessel.

8.  Inventories and Consumable Oil and Stores
    A complete inventory of the Vessel's entire equipment, outfit, appliances
    and of all consumable stores on board the Vessel shall be made by the
    Charterers in conjunction with the Owners on delivery and again on
    redelivery of the Vessel. SEE CLAUSES 31-33.

9.  Maintenance and Operation
    (a) The Vessel shall during the Charter period be AT THE FULL RISK AND in
    the full possession and at the absolute disposal for all purposes of the
    Charterers and under their complete control in every respect. The Charterers
    shall maintain the Vessel, her machinery, boilers, HOTEL AND CATERING AND
    CASINO EQUIPMENT, appurtenances and spare parts in a good state of repair,
    in efficient operating condition and in accordance with good commercial
    maintenance practice FOR FIRST CLASS CRUISE VESSELS and, they shall keep
    the Vessel with unexpired classification of the class indicated in Box 10
    and with other required certificates in force at all times. SEE CLAUSE 35.
    The Charterers to take immediate steps to have the necessary repairs done
    within a reasonable time failing which the Owners shall have the right of
    withdrawing the Vessel from the service of the Charterers without noting
    any protest and without prejudice to any claim the Owners may otherwise
    have against the Charterers under the Charter. SEE CLAUSE 36.
    The Charterers are required to establish and maintain financial security or
    responsibility in respect of oil or other pollution damage as required by
    any government, including Federal, state or municipal or other division of
    authority thereof, to enable the Vessel, without penalty or charge, lawfully
    to enter, remain at, or leave any port, place, territorial or contiguous
    waters of any country, state or municipality in performance of this Charter
    without any delay. This obligation shall apply whether or not such
    requirements have been lawfully imposed by such government or division or
    authority thereof. The Charterers shall make and maintain all arrangements
    by bond or otherwise as may be necessary to satisfy such requirements at the
    Charterers' sole expense and the Charterers shall indemnify the Owner
    against all consequences whatsoever (including loss of time) for any failure
    or inability to do so.

This computer generated form is printed by authority of BIMCO. Any insertion or
deletion to the form must be clearly visible. In event of any modification being
made to the preprinted text of this document, which is not clearly visible, the
original BIMCO approved document shall apply. BIMCO assume no responsibility
for any loss or damage caused as a result of discrepancies between the original
BIMCO document and this document.

<PAGE>
                                    PART II
                     "BARECON 89" Standard Bareboat Charter

    (b) The Charterers shall at their own expense and by their own procurement
    man, victual, navigate, operate, supply, fuel and repair the Vessel
    whenever required during the Charter period and they shall pay all charges
    and expenses of every kind and nature whatsoever incidental to their use and
    operation of the Vessel under this Charter, including any foreign general
    municipality and/or state taxes. The Master, officers and crew of the Vessel
    shall be the servants of the Charterers for all purposes whatsoever, even if
    for any reason appointed by the Owners.
    Charterers shall comply with the regulations regarding officers and crew in
    force in the country of the Vessel's flag or any other applicable law.
    (c) During the currency of this Charter, the Vessel shall retain THE NEW
    name as indicated in Box 5 and shall remain under and fly the flag as
    indicated in Box 5. Provided, however, that the Charterers shall have the
    liberty to paint the Vessel in their own colours, install and display their
    funnel insignia and fly their own house flag. Painting and re-painting,
    instalment and re-instalment to be for the Charterers' account and time used
    thereby to count as time on hire.
    (d) The Charterers shall make no structural changes in the Vessel or changes
    in the machinery, boilers, appurtenances or spare parts thereof without in
    each instance first securing the Owners' approval thereof. If the Owners
    AND MORTGAGEES so agree, the Charterers shall, if the Owners so require,
    restore the Vessel to its former condition before the termination of the
    Charter.
    (e) The Charterers shall have the use of all outfit, equipment, and
    appliances on board the Vessel at the time of delivery, provided the same or
    their substantial equivalent shall be returned to the Owners on redelivery
    in the same good order and condition as when received, ordinary wear and
    tear excepted. The Charterers shall from time to time during the Charter
    period replace such items of equipment as shall be so damaged or worn as to
    be unfit for use. The Charterers are to procure that all repairs to or
    replacement of any damaged, worn or lost parts or equipment be effected in
    such manner (both as regards workmanship and quality of materials) as not to
    diminish the value of the Vessel. The Charterers have the right to fit
    additional equipment at their expense and risk but the Charterers shall
    remove such equipment at the end of the period if requested by the Owners.
    Any equipment including radio equipment on hire on the Vessel at time of
    delivery shall be kept and maintained by the Charterers and the Charterers
    shall assume the obligations and liabilities of the Owners under any lease
    contracts in connection therewith and shall reimburse the Owners for all
    expenses incurred in connection therewith, also for any new equipment
    required in order to comply with radio regulations.
    (f) The Charterers shall dry-dock the Vessel and clean and paint her
    underwater parts whenever the same may be necessary, but not less than once
    in every eighteen calendar months after delivery unless otherwise agreed in
    Box 18.

10. Hire SEE CLAUSES 40 AND 41
    (a) The Charterers shall pay to the Owners of the BASE CHARTER hire of the
    Vessel at the lump sum OF [*] per calendar month commencing on and
    from the date and hour of her delivery to the Charterers and at and after
    the agreed lump sum for any part of a month. Hire to continue until the date
    and hour when the Vessel is redelivered by the Charterers to her Owners.
    (b) Payment of BASE CHARTER Hire, except for the first and last month's
    Hire, if sub-clause (c) of this Clause is applicable, shall be made in cash
    without discount every month in advance on the first day of each month in
    the currency and in the manner indicated in Box 23 and at the place
    mentioned in Box 24.
    (c) Payment of BASE CHARTER Hire for the first and last month's Hire if less
    than a full month shall be calculated proportionally according to the number
    of days in the particular calendar month and advance payment to be effected
    accordingly.
    (d) Should the Vessel be lost or missing. BASE CHARTER Hire to cease from
    the date and time when she was lost or last heard of. Any BASE CHARTER Hire
    paid in advance to be adjusted accordingly. SEE CLAUSE 48.
    (f) Any delay in payment of Hire shall entitle the Owners to an interest at
    the rate per annum as agreed in Box 22. If Box 22 has not been filed in the
    current market rate in the country where the Owners have their Principal
    Place of Business shall apply.

11. Mortgage
    SEE CLAUSE 38.

12. Insurance and Repairs SEE CLAUSE 37.
    (a) During the Charter period the Vessel shall be kept insured by the
    Charterers at their expense against marine, war and Protection and indemnity
    risks in such form AND TERMS AND BY SUCH INSURERS as the Owners AND
    MORTGAGEES shall in writing approve, which approval shall not be
    unreasonably withheld. Such marine war and P. and I. insurances shall be
    arranged by the Charterers to protect the interests of both the Owners and
    the Charterers and mortgagees (if any), and the Charterers shall be at
    liberty to protect under such insurance, the interests of any managers they
    may appoint. All insurance policies shall be in the joint names of the
    Owners and the Charterers as their interests may appear.
    If the Charterers fail to arrange and keep any of the insurances provided
    for under the provisions of sub-clause (a) above in the manner described
    therein, the Owners shall notify the Charterers whereupon the Charterers
    shall rectify the position within seven running days, failing which Owners
    shall have the right to withdraw the Vessel from the service of the
    Charterers without prejudice to any claim the Owners may otherwise have
    against the Charterers.
    The Charterers shall, subject to the approval of the Owners AND THE
    MORTGAGEES and the Underwriters, effect all insured repairs and shall
    undertake settlement of all costs in connection with such repairs as well as
    insured charges, expenses and liabilities (reimbursement to be secured by
    the Charterers from the Underwriters) to the extent of coverage under the
    insurances herein provided for.
    The Charterers also to remain responsible for and to effect repairs and
    settlement of costs and expenses incurred thereby in respect of all other
    repairs not covered by the insurances and/or not exceeding any possible
    franchise(s) or deductibles provided for in the insurances.
    All time used for repairs under the provisions of sub-clause (a) of this
    Clause and for repairs of latent defects according to Clause 2 above
    including any deviation shall count as time on hire and shall form part of
    the Charter period.
    (b) If the conditions of the above insurances permit additional insurance to
    be placed by the parties, such cover shall be limited to the amount for each
    party set out in Box 28 and Box 29, respectively. The Owners or the
    Charterers as the case may be shall immediately furnish the other party with
    particulars of any additional insurance effected, including copies of any
    cover notes or policies and the written consent of the insurers of any such
    required insurance in any case where the consent of such insurers is
    necessary.
    (c) Should the Vessel become an actual, constructive, compromised or agreed
    total loss under the insurances required under sub-clause (a) of Clause 12,
    all insurance payments for such loss shall be paid to the Mortgagee, in the
    manner described in the Deed(s) of Covenant, who shall distribute the moneys
    between themselves, the Owners and the Charterers according to their
    respective interests. The Charterers undertake to notify the Owners and the
    Mortgagee, of any occurrences in consequence of which the Vessel is likely
    to become a Total Loss as defined in the Clause.
    (d) If the Vessel becomes an actual, constructive, compromised or agreed
    total loss under the insurances arranged by the Charterers in accordance
    with sub-clause (a) of this Clause, this Charter shall terminate as of the
    date of such loss.
    (e) The Owners shall upon the request of the Charterers, promptly execute
    such documents as may be required to enable the Charterers to abandon the
    Vessel to insurers and claim a constructive total loss.

This computer generated form is printed by authority of BIMCO. Any insertion or
deletion to the form must be clearly visible. In event of any modification being
made to the preprinted text of this document, which is not clearly visible, the
original BIMCO approved document shall apply. BIMCO assume no responsibility
for any loss or damage caused as a result of discrepancies between the original
BIMCO document and this document.

*MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL
 TREATMENT BY COMMODORE HOLDINGS LIMITED.

<PAGE>
                                    PART II
                     "BARECON 89" Standard Bareboat Charter

    (f) For the purpose of insurance coverage against marine and war risks under
    the provisions of sub-clause (a) of this Clause, the value of the Vessel is
    the sum indicated in Box 27.

13. DELETED.

14. Redelivery
    The Charterers shall at the expiration of the Charter period redeliver the
    Vessel at a safe and ice-free port or place as indicated in Box 16. The
    Charterers shall give the Owners not less than 30 running days' preliminary
    and not less than 14 days' definite notice of expected date, range of ports
    of redelivery or port or place of redelivery. Any changes thereafter in
    Vessel's position shall be notified immediately to the Owners.
    Should the Vessel be ordered on a voyage by which the Charter period may be
    exceeded the Charterers to have the use of the Vessel to enable them to
    complete the voyage, provided it could be reasonably calculated that the
    voyage would allow redelivery about the time fixed for the termination of
    the Charter.
    The Vessel shall be redelivered to the Owners in the same or as good
    structure, state, condition and class as that in which she was delivered,
    fair wear and tear not affecting class excepted.
    The Vessel upon redelivery shall have her survey cycles up to date and class
    certificates valid for at least the number of months agreed in CLAUSES 30
    AND 43. SEE CLAUSES 42-44.

15. Non-Lien and Indemnity
    The Charters will not suffer, nor permit to be continued, any lien or
    encumbrance incurred by them or their agents, which might have priority over
    the title and interest of the Owners in the Vessel.
    The Charterers further agree to fasten to the Vessel in a conspicuous place
    and to keep so fastened during the Charter period a notice reading as
    follows:-
    "This Vessel is the property of (name of Owners). It is under charter to
    (name of Charterers) and by the terms of the Charter Party neither the
    Charterers nor the Master have any right, power or authority to create,
    incur or permit to be imposed on the Vessel any lien whatsoever."
    The Charterers shall indemnify and hold the Owners harmless against any
    lien of whatsoever nature arising upon the Vessel during the Charter period
    while she is under the control of the Charterers, and against any claims
    against the Owners arising out of or in relation to the operation of the
    Vessel by the Charterers. Should the Vessel be arrested by reason of claims
    or liens arising out of her operation hereunder by the Charterers, the
    Charterers shall at their own expense take all reasonable steps to secure
    that within a reasonable time the Vessel is released and at their own
    expense put up bail to secure release of the Vessel.

16. Lien
    The Owners to have a lien upon all cargoes and sub-freights AND EARNINGS
    belonging to the
    Charterers and any VOYAGE/CRUISE freight for all claims under this Charter,
    and
    the Charterers to have a lien on the Vessel for all moneys paid in advance
    and not earned.

17. Salvage
    All salvage and towage performed by the Vessel shall be for the Charterers'
    benefit and the cost of repairing damage occasioned thereby shall be borne
    by the Charterers.

18. Wreck Removal
    In the event of the Vessel becoming a wreck or obstruction to navigation the
    Charterers shall indemnify the Owners against any sums whatsoever which the
    Owners shall become liable to pay and shall pay in consequence of the Vessel
    becoming a wreck or obstruction in navigation.

19. General Average
    General Average, if any, shall be adjusted according to the York-Antwerp
    Rules 1974 or any subsequent modification thereof current at the time of the
    casualty.
    The Charter Hire not to contribute to General Average.

20. Assignment and Sub-Demise
    The Charterers shall not assign this Charter nor sub-demise the Vessel
    except with the prior consent in writing of the Owners AND THE MORTGAGEES
    which shall not be unreasonably withheld and subject to such terms and
    conditions as the Owners AND THE MORTGAGEES shall approve.

21. SEE CLAUSE 48.

22. SEE CLAUSE 47.

<PAGE>
                                    PART II
                     "BARECON 89" Standard Bareboat Charter


23. Requisition/Acquisition
    (a) In the event of this Requisition for Hire of the Vessel by any
    governmental or other competent authority (hereinafter referred to as
    "Requisition for Hire") irrespective of the date during the Charter period
    when "Requisition for Hire" may occur and irrespective of the length thereof
    and whether or not it be for an indefinite or a limited period of time, and
    irrespective of whether it may or will remain in force for the remainder of
    the Charter period, this Charter shall not be deemed thereby or thereupon to
    be frustrated or otherwise terminated and the Charterers shall continue to
    pay the stipulated hire in the manner provided by this Charter until the
    time when the Charter would have terminated pursuant to any of the
    provisions hereof always provided however that in the event of "Requisition
    for Hire" any Requisition Hire or compensation received or receivable by the
    Owners shall be payable to the Charterers during the remainder of the
    Charter period or the period of the "Requisition for Hire" whichever be the
    shorter.
    The Hire under this Charter shall be payable to the Owners from the same
    time as the Requisition Hire is payable to the Charterers.
    (b) In the event of the Owners being deprived of their ownership in the
    Vessel by the Compulsory Acquisition of the Vessel or requisition for title
    by any governmental or other competent authority (hereinafter referred to as
    "Compulsory Acquisition"), then, irrespective of the date during the Charter
    period when "Compulsory Acquisition" may occur, this Charter shall be deemed
    terminated as of the date of such "Compulsory Acquisition". In such event
    Charter Hire to be considered as earned and to be paid up to the date and
    time of such "Compulsory Acquisition".

24. SEE CLAUSE 51.

25. DELETED.

26. Law and Arbitration
    SEE CLAUSE 65.

This computer generated form is printed by authority of BIMCO. Any insertion or
deletion to the form must be clearly visible. In event of any modification being
made to the preprinted text of this document, which is not clearly visible, the
original BIMCO approved document shall apply. BIMCO assume no responsibility
for any loss or damage caused as a result of discrepancies between the original
BIMCO document and this document.


<PAGE>

RIDER TO BAREBOAT CHARTERPARTY
CONCERNING NORWEGIAN DYNASTY

27.      DESCRIPTION OF THE VESSEL

         The description of the Vessel is:
<TABLE>
                  <S>                          <C>
                  Call sign                    : 3FJX3
                  Class                        : DNV +1A1, passenger ship NAUT-B EO
                  Register Number              : Panama 22465 - PEXT
                  Passenger capacity           : 916 passengers (according to Passenger Ship
                                                 Safety Certificate
                  Passenger cabins and berths  : As per Annex
                  Total capacity:              : l,200 persons (passengers and crew members)
                  Built by                     : Union Naval de Levante S.A. 1993
                  Length                       : 163,81 m
                  Breadth                      : 22,50 m
                  Height                       : 43,20 m
                  Main Engine Power            : 3279 kw* 4 = 13210 kw
</TABLE>

28.      PRESENT CHARTER

         The Parties acknowledge that the Vessel is presently chartered by
         Trafalgar House Lines Limited (ex. Cunard Line Limited) under a
         bareboat charter agreement (the "Present Charter"). Trafalgar House
         Lines Limited has further entered into a management agreement with
         Norwegian Cruise Line Limited (both jointly and separately referred to
         as "the Present Charterers"), who under that agreement are employing
         the vessel in their trade, and that the Owners have not themselves
         managed the Vessel during the Present Charter. The Parties further
         acknowledge that the Vessel cannot be delivered to the Charterers
         before the Present Charterers have redelivered the Vessel to the Owners
         and that the Owners shall have no liability for any delay or breach in
         the redelivery on the Present Charterers' part.

29.      INSPECTION

         The Charterers accept that due to the Present Charter of the Vessel the
         Owners are only allowed to arrange inspection of the Vessel as
         stipulated in a standard Barecon 89 clause 7. Therefore the inspection
         shall be carried out fully observing and limited to what is allowed by
         the provisions of such Barecon clause. If a drydocking is arranged
         under the Present Charter, then the Charterers have a right to attend
         subject to the said standard Barecon clause 7.

         The Charterers shall have the right to at their expense to arrange for
         an underwater inspection by a diver approved by the Classification
         Society at the time of the delivery. A video film of the

                                                                            -1-


<PAGE>



         inspection shall be made. The extent of the inspection and the
         conditions under which it is performed shall be to the satisfaction of
         the Classification Society, who shall participate in the inspection.
         Such inspection shall be performed only to record the delivery
         condition of the Vessel. The delivery of the Vessel to the Charterers
         is not subject to such inspection.

         If damages to the underwater parts are found to have taken place before
         the delivery of the Vessel then the Parties obligation concerning them
         shall be determined in accordance with clause 30 of this charter.

30.      Condition of the vessel at delivery

         The Vessel is chartered with simultaneous delivery to the Charterers
         upon redelivery from the Present Charter to the Owners in the condition
         and equipped as she is at the time of such redelivery. According to
         the Present Charter the following clauses determine such condition:

         -        Standard Barecon 89 clause 14.

         -        "THE CLASS CERTIFICATES SHALL BE FREE OF RECOMMENDATIONS AND
                  THOSE FOR HULL SHALL BE VALID FOR AT LEAST 12 MONTHS, BUT THE
                  PARTIES SHALL DO THEIR BEST TO PROLONG THE VALIDITY FOR
                  MAXIMUM 24 MONTHS AT THE TIME OF DELIVERY AND REDELIVERY
                  RESPECTIVELY. AT DELIVERY AND REDELIVERY THE MACHINERY CYCLES
                  SHALL BE UP TO DATE WITH NO ITEMS FALLING DUE FOR ATTENTION
                  FOR THREE MONTHS THEREAFTER."

         -        "EQUIPMENT

                  THE VESSEL WILL BE DELIVERED WITH DECK, ENGINE, HOTEL AND
                  CATERING AREAS EQUIPPED AS THEY PRESENTLY ARE INCLUDING CASINO
                  AND COMPUTER EQUIPMENT AND SOFTWARE. THE OWNERS SHALL PROVIDE
                  THE CHARTERERS WITH A FULL INVENTORY LIST ON ANY HOTEL AND
                  CATERING EQUIPMENT/ITEMS ONBOARD AT THE TIME OF DELIVERY. SUCH
                  LIST SHALL BE CHECKED AND SIGNED BY BOTH PARTIES. THE
                  CHARTERERS SHALL BE ENTITLED TO USE ALL SUCH EQUIPMENT AND
                  ITEMS. THE CHARTERERS SHALL HAVE THE RIGHT TO SELECT AND/OR
                  REJECT ANY AND ALL EXISTING CONCESSION CONTRACTS OR EQUIPMENT
                  LEASE AGREEMENTS. THIS REVIEW WILL BE COMPLETED BEFORE
                  SIGNING. THE CHARTERERS SHALL REDELIVER THE VESSEL EQUIPPED
                  WITH CORRESPONDING AMOUNT OF EQUIPMENT OF EQUAL QUALITY,
                  ORDINARY WEAR AND TEAR EXCEPTED.

                  THE CHARTERERS ARE ENTITLED TO PUT ONBOARD FOR THEIR ACCOUNT
                  AND AT THEIR EXPENSE ANY CASH REGISTER OR COMPUTER SYSTEMS,
                  ENTERTAINMENT OR ANY OTHER EQUIPMENT FOR THE ENTERTAINMENT OF
                  THE PASSENGERS. THE CHARTERERS SHALL TAKE ALL SUCH EQUIPMENT
                  ASHORE AT THE TIME OF REDELIVERY.

                  THE CHARTERERS SHALL AT THEIR OWN EXPENSE FROM TIME TO TIME
                  DURING THE CHARTER PERIOD PROMPTLY REPLACE, RENEW OR OBTAIN
                  SUBSTITUTIONS FOR SUCH ITEMS AND EQUIPMENT AS SHALL BE SO
                  DAMAGED OR WORN AS TO BE UNFIT FOR USE, PROVIDED ALWAYS THAT
                  IN ANY SUCH CASE TITLE TO ANY PART REPLACED, RENEWED OR
                  SUBSTITUTED SHALL REMAIN WITH THE OWNERS UNTIL THE PART WHICH
                  REPLACED IT OR THE NEW OR SUBSTITUTED PART BECOMES THE
                  PROPERTY OF THE OWNERS OR

                                                                             -2-


<PAGE>



                  IS REPLACED, RENEWED OR SUBSTITUTED BY PART WHICH THEREUPON
                  BECOME THE PROPERTY OF THE OWNERS AND THE CHARTERERS AGREE
                  THAT IF ANY REPLACEMENT, RENEWED OR SUBSTITUTED PART IS NOT
                  THE PROPERTY OF THE OWNERS, THEY WILL AS SOON AS PRACTICABLE
                  REPLACE THE SAME WITH A PART WHICH THEREUPON BECOMES THE
                  PROPERTY OF THE OWNERS."

         -        "GOODS FOR SALE

                  THE VESSEL SHALL BE FULLY STOCKED FOR NORMAL CRUISING. THE
                  CHARTERERS SHALL RECEIVE ALL ON BOARD STOCKS WHETHER OPENED OR
                  UNOPENED AT THE COMMENCEMENT OF THE CHARTER FREE OF CHARGE.
                  THE CHARTERERS SHALL PROVIDE THE SAME STOCK LEVELS AT THE
                  CONCLUSION OF THE CHARTER.

                  AT THE COMMENCEMENT OF THE CHARTER PERIOD THE CHARTERERS SHALL
                  BE RESPONSIBLE TO PAY FOR ONLY THE FOLLOWING ITEMS ON BOARD
                  THE VESSEL:

                  1.       FOOD
                  2.       ALCOHOLIC BEVERAGES AND SOFTDRINKS
                  3.       ON BOARD CASH
                  4.       ON BOARD FUEL AT THE LOCAL SPOT PRICE.

                  THE OWNERS SHALL BE RESPONSIBLE TO PAY FOR THE LIKE ITEMS AT
                  THE CONCLUSION OF THIS CHARTER."

         -        "BUNKERS

                  THE VESSEL TO BE DELIVERED WITH MINIMUM BUNKERS AND TO BE
                  REDELIVERED WITH APPROXIMATELY THE SAME QUANTITY, WHICH SHALL
                  IN ANY CASE BE SUFFICIENT TO REACH THE NEAREST BUNKERING PORT.
                  THE CHARTERERS SHALL TAKE OVER AND AND PAY AT DELIVERY AND THE
                  OWNERS AT REDELIVERY BUNKERS AND LUBOILS ONBOARD AS PER LOCAL
                  MARKET PRICE AT THE PORT OF DELIVERY AND REDELIVERY,
                  RESPECTIVELY".

         The delivery of the Vessel under this Charter shall take place as
         agreed in this clause whether or not the Vessel fully complies with the
         agreed redelivery condition under the Present Charter. The Owners shall
         do their utmost to obtain redelivery/delivery in the condition agreed
         in the Present Charter. If in the reasonable opinion of the Charterers
         there are defects in the Vessel's actual delivery condition as compared
         to her agreed redelivery/delivery condition, then the Charterers shall
         at the time of delivery provide a detailed list of reservations to the
         Owners, who shall hold the Present Charterers responsible for such
         defects. Such defects shall be repaired by the Charterers at their
         time and expense after delivery. The Owners shall assign all their
         rights towards the Present Charterers under the Present Charter to the
         Charterers. The Owners shall furthermore in every way, including
         claiming in their own name on behalf of the Charterers, assist the
         Charterers in obtaining compensation for their expenses and damages
         caused by such defects.

                                                                             -3-


<PAGE>




31.      EQUIPMENT

         The Vessel will be delivered with deck, engine, hotel and catering
         areas equipped in accordance with the Equipment clause in the Present
         Charter as described in clause 30 above. The parties shall jointly
         check that the equipment listed in the inventory list is in good
         working condition onboard and sign the inventory list at the time of
         delivery with any remarks as necessary. The Charterers shall be
         entitled to use all such equipment and items. The Charterers shall
         redeliver the Vessel equipped with corresponding amount of equipment of
         equal quality.

         The Charterers are entitled to put onboard for their account and at
         their expense any cash register or computer systems, entertainment or
         any other equipment for the entertainment of the passengers. The
         Charterers shall take all such equipment ashore at the time of
         redelivery, if requested by the Owners.

         The Charterers shall at their own expense from time to time during the
         charter period promptly replace, renew or obtain substitutions for such
         items and equipment as shall be so damaged or worn as to be unfit for
         use, provided always that in any such case title to any part replaced,
         renewed or substituted shall remain with the Owners until the part
         which replaced it or the new or substituted part becomes the property
         of the Owners or is replaced, renewed or substituted by part which
         thereupon become the property of the Owners. The Charterers agree that
         if any replacement, renewed or substituted part is not the property of
         the Owners, they will as soon as practicable replace the same.

32.      GOODS FOR SALE

         Bonded stores, taxfree goods or other goods for sale to the passengers
         shall be onboard on delivery in accordance with the corresponding
         clause in the Present Charter as described above in clause 30.

33.      BUNKERS AND LUBOILS

         The Vessel shall delivered with minimum bunkers luboils and redelivered
         with approximately the same quantity, which shall in any case be
         sufficient to reach the nearest bunkering port. The Charterers shall
         take over and pay for bunkers and luboils as per Owners' net contract
         price and the Owners shall take over and pay for the same at
         Charterers' net contract price.

         During the charter the Charterers shall provide proper fuel to the
         Vessel to enable the main propulsion and auxiliary machinery to operate
         efficiently and without harmfull effects.

34.      THE OFFICERS, CREW AND MANAGEMENT STANDARDS

         The Charterers shall employ only Officers and crew properly licensed in
         accordance with all applicable laws and regulations in order to
         maintain the Owners' existing standard for the Vessel.

                                                                             -4-


<PAGE>




         The Charterers guarantee throughout this Charter that they apply the
         standards of ISM Code in their management of the Vessel both onboard
         and ashore. The Owner is entitled at any time during the charter period
         to inspect the Vessel and the Charterers and their shipmanagers office
         ashore in order to verify that the Charterers fully apply with the ISM
         Code requirements. In case any material breach or omission is found,
         the Owners are entitled to require the Charterers to remedy such breach
         by giving a five days written notice thereof, failing which the Owners
         shall have the right of withdrawing the Vessel from the services of the
         Charterers without noting any further protest and without prejudice to
         any claim the Owners may otherwise have against the Charterers under
         the Charter.

         The Charterers undertake to provide certification confirming their and
         their Managers compliance with the ISM Code standards 30 days before
         delivery.

         The Owners and the Mortgagees shall have the right to approve or to
         reject the Managers to be used by the Charterers, who shall in good
         time prior to appointment in writing give any proposals in this
         respect for the Owners' and the Mortgagees' consideration.

         The Charterers shall insure that the Vessel shall at all times be fit
         to go to sea without endangering human life by reason of the
         condition, or the unsuitability for its purpose, of either the Vessel
         or its machinery or equipment or any part of the Vessel or its
         machinery or equipment or undermanning or overloading or unsafe or
         improper loading or any other matter relevant to the safety of the
         Vessel.

35.      MAINTENANCE AND OPERATION

         The good commercial maintenance practice under clause 9 above shall be
         deemed to include the maintenance and operation of the Vessel by the
         Charterers in accordance with:

         (i)      the relevant regulations, requirements and recommendations of
                  the classification society;

         (ii)     the relevant regulations, requirements and recommendations of
                  the country and flag of the Vessel's registry;

         (iii)    IMO regulations;

         (iv)     all other applicable regulations, requirements and
                  recommendations.

         (v)      Builder's operations and maintenance manuals;

         (vi)     Owner's operations and maintenance manuals;

         (vii)    engine manufacturers recommended maintenance and service
                  schedules.

         The Charterers will without request notify the Owners immediately of
         any incident likely to involve repairs costing more than USD 500,000 or
         other circumstances which place or appear

                                                                             -5-


<PAGE>



         likely to place the Vessel in jeopardy. The Charterers shall give the
         Owners reasonable notice of repairs costing or likely to cost more than
         USD 500,000 and of drydocking or barging of Vessel.

36.      STRUCTURAL CHANGES AND ALTERATIONS

         The Charterers are not allowed to do any structural changes in the
         Vessel without the Owners prior written approval, which shall not be
         unreasonably withheld. The Charterers shall provide the Owners with
         drawings and specifications for their approval. If such major
         structural changes are not applicable or usable in the Owners' traffic
         and the Owners inform the Charterers in writing thereof when such
         drawings and specifications have been presented, the Charterers shall
         at their expense restore the Vessel to its original condition before
         redelivery in respect of such structural changes.

         The Parties acknowledge that the Charterers may need to adapt, alter,
         modify or improve the spaces reserved for the passengers and the crew.
         Such works are not deemed to be structural changes. The Charterers are
         entitled to carry out such works at their expense. The Charterers are,
         at the time of redelivery, obliged to remove all such adaptations,
         alterations, modifications or improvements made into the Vessel or to
         restore the Vessel to its original condition, unless the Owners refrain
         from such demand.

         Any improvement, structural changes or new equipment becoming necessary
         for the continued operation of the Vessel by reason of new class
         requirements or by compulsory legislation shall be at the Charterers'
         account and the Charterers shall not have any right to recover from the
         Owners any part of the cost for such improvements, changes or new
         equipment either during the period of this charter or at redelivery of
         the Vessel. The Owners prior approval shall however always be obtained.

37.      INSURANCE

         The insurances prescribed in clause 12 above shall be taken and placed
         on the Nordic, London or US markets.

         All the marine and war and strike insurances shall be arranged on
         documentation approved by the Mortgagees. The Parties shall assign to
         the Mortgagees their rights to all insurance compensations and all
         amounts payable under such insurances in accordance with Loss Payable
         Clauses as required by the Mortgagees (see Assignment and Security
         Agreement). Both Parties shall give the relevant insurers Notices of
         Assignment in accordance with the Mortgagees requirement. In the event
         that the Mortgagees shall obtain or shall require the Owners to obtain
         Mortgagees interest insurance cover, such insurance cover shall be
         taken out at the expense of the Owners.

         The Charterers shall, 60 days prior to the estimated delivery of the
         Vessel to the Charterers, furnish the Owners with Letters of
         Undertaking from each Insurer and P & I Club, or their respective
         Insurance Brokers, confirming that the Vessel is insured from the time
         of delivery in

                                                                             -6-


<PAGE>



         accordance with the terms of the Charterparty, failing which the Owners
         are entitled to terminate this charterparty with immediate effect
         without noting any further protest and without prejudice to any claim
         the Owners may otherwise have against the Charterers under the Charter.

         The Charterers shall deliver to the Owners and to the Mortgagees,
         whenever so requested by the Owner and/or by the Mortgagees, the
         originals of all covernotes, binders and policies related to the
         insurances mentioned in Clause 12 for the purpose of inspection and
         safe-keeping or shall, if the Mortgages shall have discharged, deliver
         same to the Owners.

         The Charterers shall furnish to the Owners and to the Mortgagees
         Insurers' statements declaring that the premiums or calls corresponding
         to all the insurances mentioned in Clause 12 have been paid.

38.      MORTGAGE

         The Vessel chartered under this Charter is financed by mortgages
         registered on the Vessel. The Charterers undertake that they will
         comply with all such instructions or directions in regard to the
         employment, insurances, repairs and maintenance of the Vessel, etc., as
         agreed in a tri-partite agreement to be entered into between the
         Owners, the Charterers and the Mortgagees in the enclosed form and
         content.

         In addition to what has been agreed above in clauses 12 and 37 both the
         Owners and the Charterers recognize the priority of the Mortgagees'
         interests, which shall not be affected by this charterparty. Both
         Parties undertake to enter into any customary assignment and security
         agreements and sign and execute any further customary deeds and/or
         documents, which the Mortgagees' may reasonably require before
         delivery of the Vessel to the Charterers. The Owners are not obliged to
         deliver the Vessel before such agreements, deed and/or documents have
         been signed and executed to the satisfaction of the Mortgagee(s). The
         Owners shall after executing this Charter Party request the Mortgagees
         to provide drafts of the additional agreements and deeds required by
         them and to negotiate the same with the Charterers in good time prior
         to the delivery of the Vessel under this Charter Party and so as to
         avoid delaying such delivery.

         The Mortgagees are:

<TABLE>
         <S>      <C>                            <C>
         -        1st Panamanian Naval Mortgage: Nordbanken
         -        2nd Panamanian Naval Mortgage: Nordbanken
                                                 Christiania Bank og Kreditkasse
                                                 Skandinaviska Enskilda Banken
                                                 Merita Bank
         -        3rd Panamanian Naval Mortgage: Nordbanken
                                                 Christiania Bank og Kreditkasse
                                                 Skandinaviska Enskilda Banken
                                                 Merita Bank

         -        4th Panamanian Naval Mortgage: Merita Bank
                                                 Skandinaviska Enskilda Banken
</TABLE>
                                                                             -7-


<PAGE>




         The Owners are entitled to effect further mortgages on the Vessel and
         the Charterers undertake to sign and execute any customary assignment
         and security agreements and/or any further customary deeds and/or
         documents, which the Mortgagees' may reasonably require before delivery
         of the Vessel to the Charterers.

39.      CHARTER PERIOD

         The Charter shall be 4 years commencing October 1, 1999. The Charterers
         shall have the right to extend the charter period with one 4 years'
         period followed by one 2 years' period. The Charterers shall declare
         such option(s) in writing at the latest 15 months prior to the expiry
         of the relevant period. Each optional period shall be for /plus or
         minus/ 7 days in the Charterers option.

40.      HIRE

         The Charter Hire payable under this Charter consist of the Base Charter
         Hire and Share of Profit Hire.

         The annual Base Charter Hire shall be [*] payable [*] monthly in
         advance as agreed in Box 21 and clause 10 above.

         The Charterers shall be pay to the Owners as Share of Profit Hire [*]
         of the net result of the Vessel after Base Charter Hire up to a total
         of [*] annual charter hire and thereafter [*] of the net result. The
         net result of Vessel shall be computed in accordance with GAAP with
         overhead limited to [*] for purposes of the charter hire computation.
         The Share of Profit Hire shall be payable in arrears quarterly on the
         20th day after the end of the relevant quarter. The payment shall be
         made in accordance with the provisions concerning payment of Base
         Charter Hire in clause 10 as far as applicable

         The Charterers shall provide the Owners at the latest on the 7th day
         after the end of a quarter a calculation of the net results and amount
         of Share of Profit Hire payable for that quarter. Unless the Owners
         have at the latest within 7 days after receipt of the calculation
         declared their rejection of the calculation it will be deemed approved
         as basis for the payment for the relevant quarter.

         The Charterers shall each year 90 days after end of their fiscal year
         deliver to the Owners audited accounts in respect of the preceding
         calender year for the final adjustment and conciliation of the Share
         of Profit Hire based on the actual and audited net results. The balance
         in respect of the Share of Profit Hire shall be paid by the respective
         party to the other party within 15 days from receipt of the audited
         accounts.

         The Owners may, at its own expense, appoint an auditor of an
         internationally known firm of auditors to review and audit the
         Charterers' earnings, expenses and accounts for verifying the
         correctness of calculations for the Share of Profit Hire. The
         Charterers will subject to no less

*MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL
 TREATMENT BY COMMODORE HOLDINGS LIMITED.


                                                                             -8-


<PAGE>



         than 7 days prior notice of such request make available to such
         auditor, during normal business hours, all books, records, accounts and
         information and shall provide such assitance as such auditor may
         reasonably request.

         In case the Owners have any remarks on such earnings, expenses and
         accounts on the basis of such audit or otherwise the Owners have the
         right to ask for corresponding corrections or amendments to be made. In
         case no agreement has been reached within 3 months from such demand,
         the Owners are entitled to refer the matter to arbitration.

41.      DEFERRED CHARTERHIRE

         The Charterers shall provide the Owners in advance every month
         commencing on the 1st August 1999 a cash flow forecast and supporting
         documentation concerning both the Charterers and the Guarantor for a
         rolling 12 month period.

         If the Charterers and the Guarantor prove to the Owners' reasonable
         satisfaction that a cash flow deficit will exist for the period from
         the 1st October 1999 to the 31st December 1999, the Owners shall allow
         the Charterers to defer a portion of the Charter Hire due. Such portion
         shall not exceed [*] per day. The Charterers shall pay the lesser of
         the total deferred Charter Hire or [*], on the 1st January 2000.

         If the Charterers and the Guarantor prove to the Owners' reasonable
         satisfaction that a cash flow deficit will exist for the period from
         the 1st January 2000 to the 31st March 2000, exclusive of the repayment
         of the deferred Charter Hire under preceding subpara, the Owners shall
         allow the Charterers to defer a portion of the Charter Hire due. Such
         portion shall not exceed [*] per day. The total deferred Charter Hire
         at 31st March 2000 shall be paid by the Charterers in full evenly
         spread during a twelve month period beginning on the 1st April 2000.

         Notwithstanding the repayment provisions in the preceding subparas of
         this clause and if at any time the Charterers and the Guarantors cash
         flow is positive, the amount of such positive cash flow shall be fully
         used to repay the deferred Charter Hire or any part thereof.

42.      DRYDOCKING AT REDELIVERY

         In connection with the redelivery the Charterers shall place the vessel
         in drydock at the port of redelivery for inspection by the
         Classification Society of the bottom and other underwater parts below
         the Summer Load Line. If the rudder, propeller, bottom or other
         underwater parts below the Summer Load Line be found broken, damaged or
         defective, so as to affect the vessel's clean certificate of class,
         such defects shall be made good at the Charterers' expense to
         Classification Society's satisfaction without qualification on such
         underwater parts.

         Whilst the vessel is in drydock, and if required by the Owners or the
         representative of the Classification Society, the Charterers shall
         arrange to have the tail-end shafts drawn. Should same be condemned or
         found defective so as to affect the vessel's clean certificate of
         class, shaft(s) shall

*MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL
 TREATMENT BY COMMODORE HOLDINGS LIMITED.

                                                                             -9-


<PAGE>



         be renewed or made good at the Charterers' expense to the
         Classification Society's satisfaction without qualification. If no
         defects are found, then the Owners shall pay for all expenses.

         The expenses in connection with putting the vessel in and taking her
         out of drydock, including drydock dues and the Classification
         Surveyor's fees shall be paid by the Charterers.

         The Charterers shall bring the vessel to the drydock and from the
         drydock to the place of redelivery at their own expense.

         During delivery drydocking the Owners have the right at their expense
         to carry out other work at their expense. All cost of labour, material
         and extra time of drydock by virtue of such Owners work to be for the
         Owners' account. The Charterers shall have the right to deliver the
         Vessel in drydock whilst the Owners' works are still continuing
         provided that the Vessel is proven to be in the condition required for
         redelivery. If the Vessel is delivered during drydocking at the
         Charterers request then the Owners shall still bear the expenses for
         taking the vessel from the drydock to the agreed place of redelivery.

43       CONDITION OF THE VESSEL AT REDELIVERY

         The requirements for the Vessel's delivery condition shall be mirrored
         at redelivery.

         The Charterers shall redeliver the Vessel in the same condition as on
         delivery fair wear and tear excluded. The Charterers shall redeliver
         the Vessel with clean certificates of class, which shall throughout
         this charterparty be deemed to mean certificates without conditions of
         class, conditions of authority and/or recommendations of class. The
         Vessel's passenger, cargo, safety, national and international
         certificates shall be clean, which shall throughout this charterparty
         be deemed to mean certificates without any limitations, restrictions,
         dispensations ot other conditions, and valid at the time of redelivery.

44       GOODS FOR SALE AND SPARES AT REDELIVERY

         The goods for sale belonging the Charterers and other Charterers
         property onboard shall be taken ashore before redelivery of the Vessel.

         The Charterers shall redeliver the Vessel with spare parts fulfilling
         the minimum requirements of the classification society. The Owners
         shall take over at cost all spareparts exceedings such minimum
         requirements at redelivery.

45       CERTIFICATES

         The Charterers shall procure at their expense issuance of all bonds
         and/or certificates of financial responsibility as required by the U.S.
         Federal Maritime Commission, or any other national body,

                                                                            -10-


<PAGE>



         for the carriage of passengers, in joint names of the Owners and the
         Charterers, including but not limited to

         (i)      liability for non-performance
         (ii)     liability for death or injury

         The Charterers shall in addition upon expiry of the present certificate
         procure issuance of a U.S. Coast Guard Certificate, or any other
         relevant national authority, for water pollution responsibility.

46.      PASSENGER LIABILITY

         The Charterers shall bear all liability whatsoever in respect of
         carriage of passengers and their luggage. The Charterers undertake to
         use conditions of the Athens Convention of 1974, as amended, on
         carriage of passengers and their luggage by sea which provide similar
         rights to limit liability or such other conditions of the liability
         regime as may apply from time to time for relevant international
         cruise service. The Charterers guarantee further that such conditions
         of carriage contain a clause providing the Owners the same protection
         against passengers as the Charterers have. In case the Owners shall be
         held responsible for personal injury or death of a passenger or damage,
         loss or delay to luggage, the Owners have full rights of recourse
         against the Charterers, who undertake to indemnify the Owners and hold
         them fully harmless of any such liabilities.

         The Charterers shall obtain approval from the Protection and Indemnify
         Club of the passenger tickets and include in such tickets a clause
         clearly indicating that Vessel is operated by the Charterers under a
         Bareboat Charterparty with the Owners.

47.      SECURITY

         The payment of Charter Hire and any and all other amounts due under
         this Charter shall be guaranteed by Commodore Holdings Limited in
         accordance with the terms of the enclosed Guarantee, which shall be
         delivered to the Owners at latest upon signing of the final
         documentation.

         The payment of the Charter Hire and any and all amounts due under this
         Charter shall further more be secured by a second mortgage in the
         vessel Enchanted Isle plus a security interest in advance deposits in
         excess of FMC bonding requirements if available and to the extent
         permitted by the FMC which shall be in an amount equal to 6 months'
         Charter Hire. No further mortgages to be taken in the said vessel
         unless otherwise agreed. Commodore Holdings Limited is entitled to
         substitute the mortgage and the security interest at any time with a
         bank guarantee equal to 6 months' charter hire. Security to be in place
         at signing of the final documentation.

                                                                            -11-


<PAGE>



48       TERMINATION BY DEFAULT

         The Owners and the Charterers agree that it is a fundamental term and
         condition of the Charterparty that none of the following events shall
         occur during the Charter Period and that the occurrence of any of the
         following events shall constitute a repudiatory breach of this
         Charterparty by the Charterers:

         a)       The Charterers shall fail to pay Charter Hire on any due date
                  therefore in accordance with the provisions of Clause 10 or
                  Clause 40 or Clause 41 or the Charterers fail to pay any other
                  sum hereunder, which sum is payable on demand, and fail to
                  rectify such breach within seven (7) business days after
                  receipt of the Owners written notice thereof;

         b)       the Charterers and/or Commodore Holdings Limited shall be in
                  material breach of its obligations concerning the security and
                  fail to rectify such breach within seven (7) business days
                  after receipt of the Owners written notice thereof;

         c)       any decree or order shall be made by any court adjudging the
                  Charterers bankrupt or insolvent under the laws of any
                  competent jurisdiction or any order shall be made or
                  resolution passed by the Charterers for the appointment of a
                  liquidator, receiver, trustee, curator or sequestrator (or
                  similar official) of themselves or of all or a substantial
                  part of their assets;

         d)       The Charterers shall enter into any composition or other
                  arrangements with their creditors generally;

         e)       any material provision of this Charterparty becomes illegal,
                  invalid or inforceable;

         f)       any material provision of the security becomes illegal,
                  invalid or inforceable and the Charterers fail to rectify such
                  breach or provide substitute security acceptable to the Owners
                  within seven (7) business days after receipt of the Owners
                  written notice thereof;

         g)       the Vessel is arrested, confiscated, seized, taken in
                  execution, impounded, forfeited, detained in exercise or
                  purported exercise of any possessory lien or other claim, or
                  otherwise taken from the possession of the Charterers other
                  than as mentioned in clause 23, and other than as a result of
                  a claim against the Vessel, the Owner or any prior Charterers
                  accruing prior to the inception of this charter, and the
                  Charterers shall fail to procure the release of the Vessel
                  within a period of twenty-one (21) days; and

         then the Owners may at their option terminate this Charterparty by
         notice to the Charterers and retake possession of the Vessel.

         The effective date of termination hereunder shall be the date the
         Vessel returns to a port for the disembarkation of passengers at the
         conclusion of its cruise. Termination shall be without prejudice to
         the rights and obligations to the parties hereto, which have accrued
         prior to the effective date of termination.

                                                                            -12-


<PAGE>



49.      WITHDRAWAL

         a)       In the case of Charterers' default authorizing the withdrawal
                  of the Vessel by the Owners, the Owners and the Charterers
                  shall each appoint surveyors for the purpose of determining
                  and agreeing in writing the condition of the Vessel at the
                  time of re-delivery subsequent to the withdrawal, and the
                  Charterers shall bear all expenses of the Survey including
                  loss of time, if any, at the rate of hire per day, also
                  including the cost of any docking and undocking, if required,
                  in connection herewith.

         b)       In case of withdrawal of the Vessel as mentioned above, the
                  provisions concerning redelivery above shall be applied as far
                  as possible.

         c)       In the case of Charterers' default in redelivering the Vessel
                  in the event of Vessel's withdrawal as mentioned in subclause
                  (a) of this clause, any delay in the re-delivery of the Vessel
                  by the Charterers shall entitle the Owners to receive from the
                  Charterers, in addition to the Hire to be paid by the
                  Charterers, an amount per day equivalent to two times the
                  daily hire.

50.      INDEMNITY

         If for any reason the Owners are obligated to pay any claims, fines,
         penalties or expenses resulting from the operation of the Vessel under
         this charterparty, the Charterers shall indemnify the Owners against
         all losses damages and expenses reasonably incurred arising or
         resulting from such claims, fines, penalties or expenses except such
         obligations resulting from the Owners failure to comply with its
         obligations under this charterparty or resulting from the Owner's
         negligence or willful misconduct. The Owners shall indemnify the
         Charterers against all losses, damages, and expenses arising or
         resulting from claims, fines, penalties or expenses resulting from the
         Owner's negligence or willful misconduct.

         The Charterers furthermore agree to indemnify the Owners at all times
         against all costs or expenses in defence of any claim against the
         Owners, the Vessel or any other vessel owned by the Owners, its mother
         company, its subsidiaries or associated companies concerning matters
         falling under the Charterers liability in accordance with this
         charterparty.

         Moneys becoming due by the Charterer to the Owner under the indemnities
         contained in this clause or elsewhere in this Charterparty shall be
         paid on demand made by the Owner or the Charterer as the case may be
         and shall be paid together with interest thereon at the rate pre-
         scribed in box 22 from the due date to the date of reimbursement.

51.      WAR

         1. For the purpose of this Clause, the words:

                  (a)      "Owners" shall mean the registered owners of the
                           Vessel, Crown Dynasty Inc.

                                                                            -13-


<PAGE>




                  (b)      "War Risks" shall include any war (whether actual or
                           threatened), act of war, civil war, hostilities,
                           revolution, rebellion, civil commotion, warlike
                           operations, the laying of mines (whether actual or
                           reported), acts of piracy, acts of terrorists, acts
                           of hostility or malicious damage, blockades (whether
                           imposed against all vessels or imposed selectively
                           against vessels of certain flags or ownership, or
                           against certain cargoes or crews or otherwise
                           howsoever), by any person, body, terrorist or
                           political group, or the Government of any state
                           whatsoever, which, in the reasonable judgement of the
                           Master and/or the Owners, may be dangerous or are
                           likely to be or to become dangerous to the Vessel,
                           her cargo, crew or other persons on board the Vessel.

         2.       The Vessel, unless the written consent of the Owners first be
                  obtained, which consent shall, however, not be unreasonably
                  withheld, shall not be ordered or required to sail to or
                  through any port, place area or zone (whether of land or sea),
                  or any waterway or canal, where the Vessel will be exposed to
                  war risks. Should the Vessel be within any area where she is
                  exposed to such war risks, the Owners may in their reasonable
                  discreation require the Charterers to leave that zone.

                  The Owners shall at their sole discretion decide whether or
                  not the Vessel is allowed to trade to any war risk area
                  regardless of whether the officers and crew of the Vessel are
                  willing to proceed to or remain in that area.

         3.       The Vessel shall not be required to load contraband cargo, or
                  to pass through any blockade, whether such blockade be imposed
                  on all vessels, or is imposed selectively in any way
                  whatsoever against vessels of certain flags or ownership, or
                  against certain cargoes or crews or otherwise howsoever, or to
                  proceed to an area where she shall be subject, or is likely to
                  be subject to a belligerent's right of search and/or
                  confiscation.

         4.       (a)      The Owners may effect war risks insurance in
                           respect of the Hull and Machinery of the Vessel and
                           their other interests (including, but not limited to,
                           loss of earnings and detention, the crew and their
                           Protection and Indemnity Risks), and the premiums
                           and/or calls thereof shall be for their account.

                  (b)      If the Underwriters of such insurance should require
                           payment of premiums and/or calls because, pursuant to
                           the Charterers' orders, the Vessel is within, or is
                           due to enter and remain within, any area or areas
                           which are specified by such Underwriters as being
                           subject to additional premiums because of war risks,
                           then such premiums and/or calls shall be reimbursed
                           by the Charterers to the Owners at the same time as
                           the next payment of hire is due.

         5. The Vessel shall have liberty:

                  (a)      to comply with all orders, directions,
                           recommendations or advice as to departure, arrival,
                           routes, sailing in convoy, ports call, stoppages,
                           destinations, discharge of cargo, delivery, or in any
                           other way whatsoever, which are given by the Govern-
                           ment of the Nation under whose flag the Vessel sails,
                           or other Government to

                                                                            -14-


<PAGE>



                           whose laws the Owners are subject, or any other
                           Government, body or group whatsoever acting with the
                           power to compel compliance with their orders or
                           directions;

                  (b)      to comply with the order, directions or
                           recommendations of any war risks underwriters who
                           have the authority to give the same under the terms
                           the war risks insurance;

                  (c)      to comply with the terms of any resolution of the
                           Security Council of the United Nations, any
                           directives of the European Community, the effective
                           orders of any other Supranational body which has the
                           right to issue and give the same, and with national
                           laws aimed at enforcing the same to which the Owners
                           are subject, and to obey the orders and directions of
                           those who are charged with their enforcement;

                  (d)      to divert and discharge at any other port any cargo
                           or part thereof which may render the Vessel liable to
                           confiscation as a contraband carrier.

         6. If in compliance with any of the provisions of this Clause anything
         is done or not done, such shall not be deemed a deviation, but shall be
         considered as due fulfillment of this Charterparty.

         7. Either party may cancel this Charterparty on the outbreak of war or
         hostilities between any two or more of the countries mentioned in box
         31.

52.      SALE OF VESSEL

         The Owners shall give the Charterers notification in writing about any
         good faith interest shown by a third party in purchasing the Vessel.
         The Owners shall be entitled to arrange usual sale inspection of the
         Vessel and her classification records and the Charterers shall allow
         such inspection(s) by prospective Buyers.

         Notwithstanding the agreed period of this Charter the Owners are
         entitled to sell the Vessel at any time after signing this agreement
         and throughout this charter to a third party by giving a notice in
         writing to the Charterers of their intention to sell and terminate the
         Charter upon sale and delivery of the Vessel to the Buyers. The
         Charterers have, after receipt of such notice, a right to exercise
         their purchase option as described in clause 53 below or to purchase
         the Vessel on the same or matching terms as agreed between the Owners
         and a third party Buyer. The Charterers shall declare their use of
         this right within 90 days after notice of the Owners' intention to sell
         and terminate. In case the Charterers do not exercise their rights
         under this clause then the Owners are entitled to sell and deliver the
         Vessel in accordance with the notice given 12 months after the 90 days
         period has elapsed and the Charter will terminate on the said date of
         sale and delivery. Such period can be shortened by mutual agreement.

                                                                            -15-
<PAGE>



         The Owners are entitled to sell the Vessel with this charter at any
         time during this charter to a third party subject to the Charterers
         written consent of the Buyer, which shall not be unreasonably
         withheld.

53.      PURCHASE OPTION

         The Charterers have the option to purchase the Vessel at any time
         during the validity of this Charter. The Charterers shall declare in
         writing the use of such option 6 months in advance. The price of the
         Vessel on the 1st October 1999 is agreed to be MUSD 86,2 and each
         month thereafter at a price equal to [*] less [*] for each month
         thereafter during which the Charter has been in effect without default
         and Charter Hire paid without default, less an amount equal to the
         total Charter Hire paid to date in excess of [*] per annum base charter
         rate.

         The terms of delivery shall be as per enclosed Memorandum of Agreement
         (Exhibit )

54.      PARTICIPATION IN BOARD OF DIRECTORS

         The Owners shall have the right during the charter period to require
         the Charterers to appoint one member to the Commodore Holdings
         Limited's Board of Directors. Commodore Holdings Limited and the
         Charterers shall provide access to the Vessel and it's officers for
         inspection purposes as well as to all financial and operational
         information of the vessel.

55.      SUBSTITUTION OF THE VESSEL

         The Owners shall have the right to substitute Leeward for Dynasty. The
         Owners shall give notice in writing to the Charterers no later than
         March 31, 1999. In such case this Charter will be replaced by a
         identical Charter between the Charterers and the Owners of Leeward,
         Crown Jewel Inc. however with the following amendments:

         i)       The annual Base Charter Hire for Leeward shall be [*] plus a
                  Share of Profit Hire of [*] of the net result of Leeward after
                  Base Charter Hire up to [*], plus [*] of the net result up to
                  [*], plus [*] of the net result thereafter. The net result of
                  Leeward shall be computed in accordance with GAAP with actual
                  overhead limited to [*] for purposes of the charter hire
                  computation.

         ii)      The Charterers shall have the right to purchase Leeward on
                  October 21, 1999 for [*] and each month thereafter at a price
                  equal to [*] less [*] for each month the Charter has been in
                  effect without default and Charter Hire paid without default,
                  less an amount equal to the total charterhire paid to date in
                  excess of [*] per annum base charter rate.

         iii)     Delivery of Leeward to take place on October 21, 1999 in
                  Miami, Florida.

*MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL
 TREATMENT BY COMMODORE HOLDINGS LIMITED.

                                                                            -16-
<PAGE>

         iv)      Delivery of Leeward shall take place as agreed in clause 30
                  above for the Norwegian Dynasty, but replacing the clauses
                  from Norwegian Dynasty's Present Charter with corresponding
                  clauses in the Leeward Present Charter.

         v)       Other logical amendments due to change of Vessel.

56.      TRADE NAME

         The Present Charterers have the right to use the trade name Crown
         Cruise Line until redelivery of the Vessel. Thereafter the Owners
         assign to the Charterers any and all rights to use the trade name Crown
         Cruise Line during the charter period and after its expiry, unless the
         expiry is caused by the Charterers or the Guarantors' default, in which
         case all rights to the trade name shall remain with the Owners. The
         Owners shall be entitled to maintain its own company name.

57.      SPARE PARTS POOL

         The Owners have agreed with Crown Jewel Inc., SuperStar Gemini Limited
         and Cunard Line Limited on a spare parts pool concerning a tailshaft
         and two port and two starboard propeller blades. This agreement can
         only be assigned at the consent of the other parties. The Owners
         undertake to use their best endeavours to obtain agreement from the
         other parties in favour of the Charterers.

58.      NOTICES

         Any notices to be given to the Owners under this Agreement shall be
         sent in writing by registered letter or telefax and addressed to:

                  Neptun Maritime Oyj
                  Bulevardi 1A
                  00100 Helsinki
                  Finland
                  telefax -358-9-1804640

         Any notices to be given to the Charterers under this Agreement shall be
         sent in writing by registered letter or telefax and addressed to:

                  Commodore Holdings Limited
                  4000 Hollywood Boulevard
                  Suite 385 South Tower
                  Hollywood, Florida 32021
                  telefax (954) 967-2147

                                                                            -17-


<PAGE>



         Any such notice shall be deemed to have reached the party to whom its
         was addressed, when despatched and acknowledged received (in case of
         telefax) or when delivered (in case of registered letter).

59.      NO WAIVER

         No delay, failure or forbearance by a party to exercise (in whole or in
         part) any right, power or remedy under, or in connection with, this
         Charter will operate as a waiver. No waiver of any breach of any
         provision of this Charter will be effective unless that waiver is in
         writing and signed by the party against whom that waiver is claimed. No
         waiver of any breach will be, or be deemed to be, a waiver of any other
         or subsequent breach.

60.      ENTIRE AGREEMENT

         This Charter shall enter into force upon lifting of all subjects agreed
         in a Memorandum of Agreement dated 14.12.1998 between Commodore
         Holdings Limited and EJI Cruise Vessels N.V. Upon entry into force this
         Agreement shall contain all the understandings and agreements what-
         soever kind and nature existing between the Parties in respect of this
         Agreement, the rights, interests, undertakings, agreements and
         obligations of the Parties and shall supersede all previous and
         contemporaneous negotiations and agreements.

         This Agreement may not be amended, altered or modified except by a
         written instrument executed by each of the Parties to this Agreement.

61.      INVALIDITY

         If any term or provision of this Charterparty or the application
         thereof to any person or circumstances shall to any extent be invalid
         or unenforceable the remainder of this Charterparty or application of
         such term or provision to persons or circumstances (other than those as
         to which it is already invalid or unenforceable) shall (to the extent
         that such invalidity or unenforceability does not materially affect the
         operation of this Charterparty) not be affected thereby and each term
         and provision of this Charterparty shall be valid and be enforceable to
         the fullest extent permitted by law.

62.      FURTHER ASSURANCES AND UNDERTAKINGS

         Each party shall make all applications and execute all other documents
         and do all other acts and things as may be necessary to implement and
         to carry out its obligations under, and the intent of, this Charter.

         The parties shall act in good faith to each other in respect of any
         dealings or matters under, or in connection with, this Charter.

                                                                            -18-


<PAGE>





63.      NO PARTNERSHIP

         Nothing in this Charter creates, constitutes or evidences any
         partnership, joint venture, agency, trust or employer/employee
         relationship between the parties, and no party may make, or allow to be
         made any representation that any such relationship exists between the
         parties. No party shall have the authority to act for, or incur any
         obligation on behalf of, the other party, except as expressly provided
         in this Charter.

64.      CUMULATIVE RIGHTS

         The rights, powers and remedies provided in this Charter are cumulative
         and not exclusive of any rights, powers or remedies at law or in equity
         unless specifically otherwise stated.

65.      LAW AND JURISDICTION

         This Agreement shall be governed by and construed in accordance with
         English law and any dispute arising out of this Agreement shall be
         referred to arbitration in London in accordance with the Arbitration
         Acts 1950 and 1979 or any statutory modification or re-enactment
         thereof for the time being in force. Unless the parties agree upon a
         sole arbitrator, one arbitrator shall be appointed by each party and
         the arbitrators so appointed shall appoint a third arbitrator, the
         decision of the three-man tribunal thus constituted or any two of them,
         shall be final. On the receipt by one party of the nomination in
         writing of the other party's arbitrator, that party shall appoint their
         arbitrator within fourteen days, failing which the decision of the
         single arbitrator appointed shall be final.

66.      INTERPRETATION

         Unless the context otherwise requires:

         (a)      reference to a section, clause, sub-clause, schedule or a
                  party is a reference to such in this Charter unless otherwise
                  stated.

         (b)      reference to the Charter Period commencing as being in effect
                  from a specified date or ending on or ceasing to be in effect
                  on a specified date means the Charter Period is inclusive of
                  those dates provided that Hire shall be payable in accordance
                  with lines 191 to 194 for parts of those days.

         (c)      reference to:

                  (i)      the singular includes the plural and vice versa;

                  (ii)     any gender includes all genders;  and

                                                                            -19-


<PAGE>




                  (iii)    individuals includes corporations and vice versa;

         (d)      reference to any legislation or to any provision of any
                  legislation (including regulations and orders) includes:

                  (i)      legislation or provisions as from time to time
                           amended, re-enacted or substituted and, unless
                           specifically otherwise stated, refers to United
                           Kingdom legislation and provisions; and

                  (ii)     any statutory instruments, regulations and orders
                           issued under any such legislation or provision;

         (e)      reference to any document includes reference to such document
                  (and, where applicable, any of its provisions) as amended,
                  novated, supplemented, or replaced from time to time;

         (f)      reference to times of day or dates are to GMT times and dates
                  respectively unless in each case specifically otherwise
                  stated;

         (g)      time shall be of the essence;

         (h)      the annexes and any attachment to this Charter form part of
                  this Charter;

         (i)      reference to a party, or "parties" includes its employees,
                  agents, successors, permitted assigns, executors,
                  administrators and other representatives;

         (j)      "written" and "in writing" include any means of reproducing
                  words,  figures or symbols in a tangible and visible form;

         (k)      reference to any amount, money or money's worth shall be in
                  United States currency unless in each case specifically
                  otherwise stated;

         (l)      if any ambiguity or inconsistency arises between a provision
                  in this Charter and any document used in connection with this
                  Charter, this Charter shall prevail;

         (m)      words and expressions defined or explained in the schedule to
                  this Charter shall have the same meaning in this Charter and
                  reference in the schedule to "the Owners" and "the Charterers"
                  shall mean "Owner" and "Charterer" respectively as defined in
                  this Charter;

         (n)      a right or power granted or reserved may be exercised from
                  time to time and at any time unless specifically otherwise
                  stated;

         (o)      any word or expression cognate with any word or expression
                  defined in this Charter shall have a meaning corresponding to
                  the meaning of the defined word or expression;

                                                                            -20-


<PAGE>


67.      CONFIDENTIALITY

         Each party must at all times keep confidential, treat as privileged,
         and not directly or indirectly make or allow any disclosure of, or use
         of, any provision of this Charter or any information relating to any
         provision or subject matter of this Charter, or any information
         directly or indirectly obtained form another party under or in
         connection with this Charter, except to the extent:

         (a)      required by law

         (b)      necessary to satisfy the requirements of any applicable
                  recognised stock exchange;

         (c)      that parties otherwise agree in writing;

         (d)      necessary to obtain the benefit, and to carry out obligations
                  under, this Charter;

         (e)      the information is or become available in the public domain
                  without breach by a party of its confidentiality obligations
                  under this clause or at law.

         Neither party shall make any announcement in relation to the amount of
         Hire except after first consulting with the other party.

                                                                            -21-