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                                                                   Exhibit 10.28



                                                                 August __, 2001


                            EXCHANGE AGENT AGREEMENT

United States Trust Company of New York
114 W 47th Street

New York, NY  10036

Ladies and Gentlemen:

         Teekay Shipping Corporation, a Republic of the Marshall Islands
corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to
exchange its 8.875% Senior Notes due 2011 (the "Original Notes") for its 8.875%
Senior Notes due 2011 registered under the Securities Act of 1933 (the "Exchange
Notes"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated August __, 2001 (the
"Prospectus"), proposed to be distributed to all record holders of the Original
Notes. The Original Notes and the Exchange Notes are collectively referred to
herein as the "Securities."

         The Company hereby appoints United States Trust Company of New York to
act as exchange agent (the "Exchange Agent") in connection with the Exchange
Offer. References hereinafter to "you" shall refer to United States Trust
Company of New York.

         The Exchange Offer is expected to be commenced by the Company on or
about August ___, 2001. The Letter of Transmittal accompanying the Prospectus
(or in the case of book entry securities, the ATOP system) is to be used by the
holders of the Original Notes to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Original Notes
tendered in connection therewith.

         The Exchange Offer shall expire at 5:00 P.M., New York City time, on
September __, 2001 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you before 9:00 A.M., New York
City time, on the business day following the previously scheduled Expiration
Date.

         The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Original Notes not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer



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specified in the Prospectus under the caption "The Exchange Offer--Conditions of
the Exchange Offer." The Company will give oral (confirmed in writing) or
written notice of any amendment, termination or nonacceptance to you as promptly
as practicable.

         In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

         1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.

         2. You will establish an account with respect to the Original Notes at
The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes
of the Exchange Offer within two business days after the date of the Prospectus,
and any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of the Original Notes by causing
the Book-Entry Transfer Facility to transfer such Original Notes into your
account in accordance with the Book-Entry Transfer Facility's procedure for such
transfer.

         3. You are to examine each of the Letters of Transmittal and
certificates for Original Notes (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Original Notes to ascertain
whether (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and (ii) the Original Notes have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Original Notes
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be necessary or advisable to cause such irregularity to be
corrected.

         4. With the approval of the President or Chief Financial Officer of the
Company (such approval, if given orally, to be confirmed in writing) or any
other party designated by such an officer in writing, you are authorized to
waive any irregularities in connection with any tender of Original Notes
pursuant to the Exchange Offer.


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         5. Tenders of Original Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer--Procedures for Tendering," and Original Notes shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein.

         Notwithstanding the provisions of this paragraph 5, Original Notes
which the President or Chief Financial Officer of the Company shall approve as
having been properly tendered shall be considered to be properly tendered (such
approval, if given orally, shall be confirmed in writing).

         6. You shall advise the Company with respect to any Original Notes
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Original Notes.

         7.       You shall accept tenders:

                  (a) in cases where the Original Notes are registered in two or
more names only if signed by all named holders;

                  (b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is submitted; and

                  (c) from persons other than the registered holder of Original
Notes provided that customary transfer requirements, including any applicable
transfer taxes, are fulfilled.

         You shall accept partial tenders of Original Notes where so indicated
and as permitted in the Letter of Transmittal and return any untendered Original
Notes to the holder (or such other person as may be designated in the Letter of
Transmittal) as promptly as practicable after expiration or termination of the
Exchange Offer.

         8. Upon satisfaction or waiver of all the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance, promptly after the Expiration Date, of all
Original Notes properly tendered and you, on behalf of the Company, will
exchange such Original Notes for Exchange Notes and cause such Original Notes to
be cancelled. Delivery of Exchange Notes will be made on behalf of the Company
by you at the rate of $1,000 principal amount at maturity of Exchange Notes for
each $1,000 principal amount at maturity of the corresponding series of Original
Notes tendered promptly after notice (such notice if given orally, to be
confirmed in writing) of acceptance of said Original Notes by the


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Company; provided, however, that in all cases, Original Notes tendered pursuant
to the Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Original Notes (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility), a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and any other required documents. You shall issue Exchange
Notes only in denominations of $1,000 or any integral multiple thereof.

         9. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Original Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time prior to the Expiration Date.

         10. The Company shall not be required to exchange any Original Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Original Notes
tendered shall be given (and confirmed in writing) by the Company to you.

         11. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Original Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "The Exchange Offer--Conditions of the Exchange Offer," or
otherwise, you shall as soon as practicable after the expiration or termination
of the Exchange Offer return those certificates for unaccepted Original Notes
(or effect appropriate book-entry transfer), together with any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them.

         12. All certificates for reissued Original Notes, unaccepted Original
Notes or Exchange Notes shall be forwarded with a bond surety or by registered
mail, return receipt requested, by first-class mail.

         13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.

         14. As Exchange Agent hereunder you:

                  (a) shall have no duties or obligations other than those
specifically set forth herein or as may be subsequently agreed to in writing by
you and the Company;



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                  (b) will be regarded as making no representations and having
no responsibilities as to the validity, sufficiency, value or genuineness of any
of the certificates or the Original Notes represented thereby deposited with you
pursuant to the Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offer;

                  (c) shall not be obligated to take any legal action hereunder
which might in your reasonable judgment involve any expense or liability, unless
you shall have been furnished with reasonable indemnity;

                  (d) may reasonably rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice, letter, telegram or
other document or security delivered to you and reasonably believed by you to be
genuine and to have been signed by the proper party or parties;

                  (e) may reasonably act upon any tender, statement, request,
comment, agreement or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as to the
truth and accuracy of any information contained therein, which you shall in good
faith believe to be genuine or to have been signed or represented by a proper
person or persons;

                  (f) may rely on and shall be protected in acting upon written
or oral instructions from any officer of the Company;

                  (g) may consult with your counsel with respect to any
questions relating to your duties and responsibilities and the advice or opinion
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by you hereunder in
good faith and in accordance with the advice or opinion of such counsel; and

                  (h) shall not advise any person tendering Original Notes
pursuant to the Exchange Offer as to the wisdom of making such tender or as to
the market value or decline or appreciation in market value of any Original
Notes.

         15. You shall take such action as may from time to time be requested by
the Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (as defined in the Prospectus), or such other
forms as may be approved from time to time by the Company, to all persons
requesting such documents and to accept and comply with telephone requests for
information relating to the Exchange Offer, provided that such information shall
relate only the procedures for accepting (or withdrawing from) the Exchange
Offer. The Company will furnish you



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with copies of such documents at your request. All other requests for
information relating to the Exchange Offer shall be directed to the Company.

         16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to counsel to the Company and the
Company's General Manager, Finance and such other person or persons as the
Company may request, daily (and more frequently during the week immediately
preceding the Expiration Date and if otherwise requested) up to and including
the Expiration Date, as to the number of Original Notes which have been tendered
pursuant to the Exchange Offer and the items received by you pursuant to this
Agreement, separately reporting and giving cumulative totals as to items
properly received and items improperly received. In addition, you will also
inform, and cooperate in making available to, the Company or any such other
person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as it or he or she reasonably
requests. Such cooperation shall include, without limitation, the granting by
you to the Company and such person as the Company may request of access to those
persons on your staff who are responsible for receiving tenders, in order to
ensure that, immediately prior to the Expiration Date, the Company shall have
received information in sufficient detail to enable it to decide whether to
extend the Exchange Offer. You shall prepare a final list of all persons whose
tenders were accepted, the aggregate principal amount of Original Notes
tendered, the aggregate principal amount of Original Notes accepted and deliver
said list to the Company.

         17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.

         18. You hereby expressly waive any lien, encumbrance or right of
set-off whatsoever that you may have with respect to funds deposited with you
for the payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.

         19. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as has previously been agreed to by the parties,
plus reimbursement of your reasonable out-of-pocket expenses after submission to
the Issuer of an itemized statement in reasonable detail



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         20. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.

         21. The Company covenants and agrees to indemnify and hold you harmless
in your capacity as Exchange Agent hereunder against any loss, liability, cost
or expense, including attorneys' fees and expenses, arising out of or in
connection with any act, omission, delay or refusal made by you in reliance upon
any signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Original Notes reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Original Notes; provided, however, that the Company shall
not be liable for indemnification or otherwise for any loss, liability, cost or
expenses to the extent arising out of your gross negligence or willful
misconduct. In no case shall the Company be liable under this indemnity with
respect to any claim against you unless the Company shall be notified by you, by
letter or by facsimile confirmed by letter, of the written assertion of a claim
against you or of any other action commenced against you, promptly after you
shall have received any such written assertion or notice of commencement of
action. The Company shall be entitled to participate at its own expense in the
defense of any such claim or other action, and, if the Company so elects, the
Company shall assume the defense of any suit brought to enforce any such claim.
In the event that the Company shall assume the defense of any such suit, the
Company shall not be liable for the fees and expenses of any additional counsel
thereafter retained by you so long as the Company shall retain counsel
satisfactory to you to defend such suit, and so long as you have not determined,
in your reasonable judgment, that a conflict of interest exists between you and
the Company.

         22. You shall arrange to comply with all requirements under the tax
laws of the United States, including those relating to missing Taxpayer
Identification Numbers, and shall file any appropriate reports with the Internal
Revenue Service. The Company understands that you are required to deduct 31% on
payments to holders who have not supplied their correct Taxpayer Identification
Number or required certification. Such funds will be turned over to the Internal
Revenue Service in accordance with applicable regulations.



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         23. You shall deliver, or cause to be delivered, in a timely manner to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Original Notes, your check in the amount of all transfer
taxes so payable, and the Company shall reimburse you for the amount of any and
all transfer taxes payable in respect of the exchange of Original Notes;
provided, however, that you shall reimburse the Company for amounts refunded to
you in respect of your payment of any such transfer taxes, at such time as such
refund is received by you.

         24. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.

         25. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         26. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         27. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.

         28. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:

         If to the Company:

                  Teekay Shipping Corporation
                  505 Burrard Street, Suite 1400
                  Vancouver, BC V7X 1M5
                  CANADA

                  Facsimile:  (604) 844-6650
                  Attention:  Roy Spires




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         If to the Exchange Agent:

                  United States Trust Company of New York
                  114 W. 47th Street
                  New York, NY  10036

                  Facsimile:  (212) 852-1626
                  Attention:  Cynthia Chaney

         29. You may resign at any time and be discharged from your duties as
Exchange Agent hereunder by giving the Company at least 30 days' notice. As soon
as practicable after any such resignation, you shall turn over to a successor
escrow agent appointed by the Company all monies and property held hereunder
upon presentation of the document appointing the new Exchange Agent and its
acceptance thereof. If no new Exchange Agent is so appointed within the 60-day
period following such notice of resignation, you may deposit the aforesaid
monies and property with any court you deem appropriate.

         30. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 19, 21 and 23 shall survive the termination of this
Agreement. Upon any termination of this Agreement, you shall promptly deliver to
the Company any certificates for Securities, funds or property then held by you
as Exchange Agent under this Agreement.

         31. This Agreement shall be binding and effective as of the date
hereof.



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         Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.

                                         TEEKAY SHIPPING CORPORATION



                                         By:
                                             -----------------------------------
                                             Name:  Art Bensler
                                             Title:  General Counsel



Accepted as of the date first above written:

UNITED STATES TRUST COMPANY OF NEW YORK, as Exchange Agent



By:
    -----------------------------------
    Name:  Cynthia Chaney
    Title:  Assistant Vice President







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