Dated  [    ]


 


 


 


 


 


 


[     ]


 


and


 


NORTH SEA TANKERS BY


 


 


 


 


 


COMMERCIAL SHIP MANAGEMENT AGREEMENT


in respect of the Vessel, [    ]


 






    

     

    

 





	 	Contents	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 
	 	1.	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 	 	 	 	 	 	 	 
	 	2.	 	APPOINTMENT OF MANAGERS	 	 	4	 
	 	 	 	 	 	 	 	 
	 	3.	 	MANAGEMENT SERVICES	 	 	5	 
	 	 	 	 	 	 	 	 
	 	4.	 	MANAGERS' OBLIGATIONS	 	 	14	 
	 	 	 	 	 	 	 	 
	 	5.	 	OWNERS' OBLIGATIONS	 	 	15	 
	 	 	 	 	 	 	 	 
	 	6.	 	INSURANCE POLICIES	 	 	15	 
	 	 	 	 	 	 	 	 
	 	7.	 	MANAGEMENT FEE	 	 	16	 
	 	 	 	 	 	 	 	 
	 	8.	 	VESSEL EXPENSES	 	 	17	 
	 	 	 	 	 	 	 	 
	 	9.	 	MANAGERS' RIGHT TO SUB-CONTRACT	 	 	18	 
	 	 	 	 	 	 	 	 
	 	10.	 	RESPONSIBILITIES	 	 	18	 
	 	 	 	 	 	 	 	 
	 	11.	 	DOCUMENTATION	 	 	19	 
	 	 	 	 	 	 	 	 
	 	12.	 	DEPLOYMENT OF THE VESSEL	 	 	20	 
	 	 	 	 	 	 	 	 
	 	13.	 	AUDITING	 	 	20	 
	 	 	 	 	 	 	 	 
	 	14.	 	INSPECTION OF VESSEL	 	 	21	 
	 	 	 	 	 	 	 	 
	 	13.	 	COMPLIANCE WITH LAWS AND REGULATIONS ETC	 	 	21	 
	 	 	 	 	 	 	 	 
	 	16.	 	DURATION OF THE AGREEMENT	 	 	21	 
	 	 	 	 	 	 	 	 
	 	17.	 	TERMINATION	 	 	21	 
	 	 	 	 	 	 	 	 
	 	18.	 	CONFIDENTIALITY	 	 	22	 
	 	 	 	 	 	 	 	 
	 	19.	 	MISCELLANEOUS	 	 	22	 
	 	 	 	 	 	 	 	 
	 	20.	 	LAW AND ARBITRATION	 	 	22	 
	 	 	 	 	 	 	 	 
	 	21.	 	NOTICES AND BANK ACCOUNTS	 	 	23	 









    

     

    

 


THIS
SHIP MANAGEMENT AGREEMENT is made on the [    ] day of [    ]


 


BETWEEN:


 


(1)          [    ].,
a company incorporated in [      ] and


 


(2)           NORTH
SEA TANKERS BV company incorporated in the Netherlands, and having its registered office at Olympiade 3a, 2924AL Krimpen aan
den IJssel (the “Managers”).


 


WHEREAS:


 


		(A)	The Owners
                                         are the registered owner of the Product/Chemical tanker vessel [ ] (the “Vessel”)
                                         as more particularly described in Annex “A” hereto and wish to engage the
                                         Managers to commercially manage and operate the Vessel;



 


		(B)	The Managers,
                                         being fully experienced, qualified and able vessel managers, wish to manage and operate
                                         the Vessel subject to, and in accordance with, the terms set out in this Agreement.



 


IT
IS AGREED AS FOLLOWS:


 


1.     DEFINITION'S
AND INTERPRETATION


 


1.
1          Definitions


 


In
this Agreement, save where the context otherwise requires, the following words and expressions shall have the meanings hereby
assigned to them:


 


“Affiliate”
means any entity which, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common
Control with that party;


 


“Annual
Budget” shall have the meaning ascribed to it in Clause 3.3.2 below;


 


“Agreement”
means this ship management agreement including the Annexes attached hereto as amended from time to time in accordance with the
terms hereof;


 


“Communication
Expenses” means the costs incurred by the Managers in performing the Management Services and for the account of the
Owners in respect of all communications between the shore and the Vessel as detailed in the Annual Budget;


 


“Control”
and “Controlled” mean the holding of power to direct or cause the direction of management, policies and decisions
of a company, corporation, partnership or other entity including, without limitation, through control by direct or indirect means
of not less than fifty per cent (50%) of the voting rights in such company, corporation, partnership or other entity;


 


“Charter”
means the charter agreement dated [] between [insert charter details]


 


“Charterers”
means [insert name and address] or any future charterers of the Vessel notified to the Managers pursuant to Clause 5.3;


 


“Crew”
means the Officers and Ratings;


 


“Crew
Insurances” means insurances against crew risks which shall include, but not be limited to, death, sickness, repatriation,
injury, shipwreck and loss of personal effects;


 


“Crew
Support Costs” means all expenses of a general nature which are not particularly referable to any individual vessel
for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing efficient and economic
Management Services and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training
schemes for officers and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews;


 






    

     

    

 


“Dollar”
or “US$” means the currency of the United States of America;


 


“EDP
Expenses” means the costs of any new computer software or hardware (including licensing, maintenance, installation and
training costs) that may be installed or developed, in relation to the Vessel;


 


“Effective
Date” means the date on which this Agreement becomes effective, being the [date that the Vessel is delivered to the
Owners] or such other date as may be agreed between the parties;


 


“Emergency
Situation” means an emergency situation that:


 


(i)       involves
a threat to human life;


 


(ii)      involves
a risk of loss of the Vessel or its cargo or of serious damage to the Vessel;


 


(iii)     involves
a risk of the Vessel causing serious environmental damage; or


 


(iv)     involves
a risk of the Vessel being stolen, impounded or seized.


 


“General
Expenses” mean costs and expenses incurred by the Managers in performing the Management Services and for the account
of the Owners, in respect of postage, reasonable travelling expenses, administration and translation of SOPEP and other out of
pocket expenses, as more particularly detailed in the Annual Budget;


 


“HSE
Report” means a report on the health, safety and environmental status of the Vessel (together with relevant statistics)
and including details of any specific health, safety and/or environmental incidents prepared in accordance with Clause 3.4.9;


 


“ISM
Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted
by the International Maritime Organisation (IMO) by resolution A.741(18) as amended from time to time;


 


“Maintenance
Schedule” means a schedule referred to in Clause 3.2.1(c) detailing the maintenance required for the Vessel for the
period up to the next special survey by the Vessel's classification society and thereafter for each subsequent five (5) year period.


 


“Commercial
Management Fee” means the fee payable by the Owners to the Managers in consideration of the Management Services, as
specified in Clauses 7.1 to 73 and as adjusted pursuant to Clause 7.5;


 


“Commercial
Management Services” means the services specified in Clause 3;


 


“Commercial
Managers' Account” means the bank account in the name of the Managers as specified in Clause 21.3, or such other bank
account of the Managers as may be notified to the Owners from time to time;


 


“Officers”
means the Master and the officers (including, but not limited to, the Senior Officers) of the Vessel, whose numbers, rank and
nationality are currently specified in Annex “B” attached hereto;


 


“Operational
Costs” means costs and expenses incurred by the Managers on behalf of the Owners to operate and maintain the Vessel
including Communication Expenses, General Expenses and EDP Expenses;


 


“Owners'
Insurances” means the insurance policies to be procured by the Owners in respect of the Vessel and as described in Clause
6;


 


“Permanent
Instructions” means the instructions relating to the operational procedures for communications between the Charterers
and the Crew as currently specified in Annex “D” attached hereto which may be amended pursuant to Clause 12.2;


 






    

     

    

 


“Ratings”
means the ratings of the Vessel, whose numbers, rank and nationality are currently specified in Annex “B” attached
hereto;


 


“Review
Date” means the one year anniversary from the Effective Date;


 


“Senior
Officer” means the following positions or roles on the Vessel:


 


(i)       the
Master;


 


(ii)      the
Chief Engineer;


 


(iii)     the
Chief Officer; or


 


(iv)     the
Second Engineer.


 


“Severance
Costs” means the costs which the Managers, as employers of the Crew, are legally obliged to pay to or in respect of
the Crew as a result of the early termination of any employment contract for service on the Vessel;


 


“SMS”
means a safety management system which complies with all laws, rules and regulations, and with all the codes, guidelines and standards
recommended by the International Maritime Organisation (including without limitation, the ISM Code) any relevant flag state and
the classification society, which may from time to time be applicable to the Vessel and/or the Owners and/or the Managers, and
which is otherwise appropriate having regard to the Managers' obligations under this Agreement;


 


“SOPEP”
means the shipboard oil pollution emergency plan in the form approved by the Marine Environment Protection Committee of the international
Maritime Organisation pursuant to the requirements of Regulations 25 of Annex 1 of the International Convention of the Protection
of HFWGR1164147-6. Pollution from Ships, 1973, as modified by the Protocol of 1989 relating thereto, as amended (MARPOL 73178);


 


“STCW
95” means the International Convention on Standards of 'training, Certification and Watchkeeping for Seafarers, 1978,
as amended in 1995 or any subsequent amendment thereto;


 


“Supplementary
Budget” shall have the meaning ascribed to it in Clause 3.3.4 below;


 


“Vessel
Account” means a bank account in the name of the Managers opened and operated in accordance with Clause 8_4, the details
of which shall be notified to the Owners from time to time;


 


“Vessel
Condition Report” means a report detailing the physical condition, the progress of the Maintenance Schedule and the
performance of the Vessel;


 


“Vessel
Data” means all records, invoices, logs, certificates and performance and maintenance data relating to the Vessel and
all correspondence and documentation generated, collected or compiled during the provision of the Management Services by either
former managers of the Vessel and given to the Managers, or by the Managers, to enable the Owners to effectively operate, manage
or sell the Vessel, but excluding the Managers internal correspondence and any correspondence (other than invoices) between the
Managers and their suppliers.


 


“Working
Day” means a day when most banks are open for business in London, New York, Piraeus and Singapore.


 


1.2   Interpretation


 


1.2.1
    “Owners”, “Managers” and “Charterers” include their respective
successors and assigns;


 


 


1.2.2      
Clause headings are inserted for convenience and shall be ignored in construing this Agreement.


 


1.2.3
     Unless the context otherwise requires, words denoting the singular number include the plural


number
and vice versa.


 






    

     

    

 


 


1.2.4
    References to clauses and annexes are to Clauses and Annexes of this Agreement except where otherwise
expressly stated.


 


1.2.5
     Reference to any document includes the same as varied, supplemented or replaced from time to
time.


 


1.2.6
     References to any enactment include any re-enactments, amendments and extensions thereof.


 


2.       APPOINTMENT
OF MANAGERS


 


		2.1	From
                                         the Effective Date and continuing, unless and until terminated as provided herein, the
                                         Owners hereby appoint the Managers and the Managers hereby agree to act as managers of
                                         the Vessel.



 


		2.2	Subject
                                         to the terms and conditions contained herein, during the period of this Agreement, the
                                         Managers shall carry out the Management Services as agents for and on behalf of the Owners.
                                         The Managers shall have authority to take such actions as they may from time to time
                                         consider necessary to enable them to perform their duties and obligations as set out
                                         in this Agreement in accordance with sound ship management practice within the limits
                                         of authority delegated to them hereunder. Without prejudice to the authority granted
                                         to the Managers in accordance with the foregoing provision, the Managers will keep the
                                         Owners fully informed about all such steps taken by the Managers.



 


3.       MANAGEMENT
SERVICES


 


		3.1	Crew
                                         Management



 


		3.1.1	[The
                                         Managers shall provide suitably and adequately qualified and licensed Crew for the Vessel
                                         in accordance with any requirements of the Owners and the provisions of the STCW 95.]



 


		3.1.2	The
                                         Managers shall be responsible for:



 


		(a)	[selecting
                                         and engaging the Crew (subject to the provisions of Clasue 3.1.6 below) for the Vessel
                                         including payroll arrangements, pension administrations, and insurances for the Crew
                                         other than those mentioned in Clause 6;]



 


		(b)	[ensuring
                                         at all times the availability and supply of an adequate complement of Crew relative to
                                         the particular operational status of the Vessel;]



 


		(c)	[ensuring
                                         that the applicable requirements of the law of the flag of the Vessel are satisfied in
                                         respect of manning levels, ranks, qualification and certification of the Crew and employment
                                         regulations including Crew’s tax, payroll, social insurance, welfare, discipline
                                         and other applicable requirements;]



 


		(d)	[ensuring
                                         all the members of the Crew have passed a medical examination with a qualified doctor
                                         certifying that they are fit for the duties for which they are engaged and are in possession
                                         of valid medical certificates issued in accordance with appropriate flag state requirements.
                                         In the absence of applicable flag state requirements the medical certificate shall be
                                         dated not more than three months prior to the respective Crew member leaving their country
                                         of domicile and maintained for the duration of his service on board the Vessel;]



 


		(e)	[ensuring
                                         that the Crew shall have a command of the English language of a sufficient standard to
                                         enable them to perform their duties safely;]



 


		(f)	[arranging
                                         transportation of the Crew; including repatriation]



 


		(g)	[training
                                         the Crew and supervising their efficiency and competence;]



 






    

     

    

 


 


		(h)	[whenever
                                         the Vessel is operational, issuing instructions to the Master in accordance with the
                                         requirements of the Charterers, to trade along the most geographically direct, economical
                                         and safe route (except for any justifiable deviation allowed under English common law
                                         of the Hague Visby Rules and including all deviations that may be necessary in an Emergency
                                         Situation) and ensuring the Vessel is worked at a fuel efficient speed consistent both
                                         with port arrival instructions given by the Owners and/or Charterers and with sea conditions;
                                         ]



 


		(i)	[issuing
                                         instructions to the Master to keep full and correct log books and furnishing the Owners
                                         with true and accurate copies of such log books when required;]



 


		(j)	[ensuring
                                         at all times compliance with the ITF requirements of minimum wage for the Crew and conducting
                                         union negotiations (if applicable);]



 


		(k)	[operating
                                         a drug and alcohol policy, prepared by the Management and approved by the Owners (such
                                         approval not to be unreasonably withheld or delayed); such policy to include as a minimum
                                         the OCIMF guidelines for the control of drugs and alcohol on board the Vessel; and ]



 


		(l)	[attendance
                                         to all matters pertaining to welfare and amenities.]



 


		3.1.3	[The
                                         Managers shall appoint a superintendent to advise on the operation, maintenance and repair
                                         of the Vessel, the cost of which shall be included in the Management Fee. Should the
                                         Owners have reason to be dissatisfied with the superintendent so appointed, they shall
                                         raise their complaint with the Managers. The Managers shall investigate any such complaint
                                         promptly and, should the complaint prove to be well founded, the Management shall replace
                                         such superintendent at no extra cost to the Owners.]



 


		3.1.4	[Should
                                         the Owners have any reasons to be dissatisfied with any of the Crew, they shall have
                                         their complaint with the Managers. The Managers shall investigate the complaint promptly
                                         and, should the complaint be well founded, the Manager shall replace the Crew member
                                         in question and undertake changes in the appointment of the Crew as the Owners may reasonably
                                         require. ]



 


		3.1.5	[For
                                         the avoidance of doubt, the Managers do not have authority to conclude or enter into
                                         contracts of employment with the Crew for and on behalf of the Owners and shall indemnify
                                         and hold harmless the Owners against all actions, proceedings, claims, demands, or liabilities
                                         whatsoever and howsoever arising from the Mangers’ breach of this Clause 3.1.5
                                         or in relation to any disputes relating to Crew contracts of employment. ]



 


		3.1.6	[Notwithstanding
                                         Clause 3.1.2(a), the Mangers may not appoint any Senior Officer without the prior approval
                                         of the Owners (which shall not be unreasonably withheld or delayed), except that in the
                                         event that a shortage of Senior Officers would be likely to result;]



 


(a)      [in
the Vessel going off hire under its Charter; or]


 


(b)      [an
Emergency Situation;]


 


			[and
                                         in such circumstances it is not practical for the Managers to wait for Owners approval,
                                         the Mangers may make such temporary appointments as they deem necessary. The Owners reserve
                                         the rights to interview all candidates for Senior Officer positions. ]



 


		3.2	[Technical
                                         Management ]



 


		3.2.1	[The
                                         Managers shall provide technical management of the Vessel which includes, but is not
                                         limited to, the following functions:]



 


		(a)	[provision
                                         of competent personnel to supervise the maintenance and general efficiency of the Vessel
                                         ]



 






    

     

    

 


 


		(b)	[all
                                         maintenance and work for the Vessel so as to ensure that the Vessel complies with the
                                         law of the flag of the Vessel and of the places where she trades and all requirements
                                         and recommendations of the classification society;]



 


		(c)	[ preparing
                                         the Maintenance Schedule and an annual update thereto (such update to be submitted each
                                         year on or around the anniversary upon which the Vessel was classified by its classification
                                         society) for approval by the Owners (such approval not to be unreasonably withed or delayed);
                                         ]



 


		(d)	[subject
                                         to Owners consent and approval, arrangement and supervision of dry dockings, repairs,
                                         alterations and upkeep of the Vessel in accordance with sound ship management practice,
                                         provided that the Owners shall allocate sufficient funds and approve the relevant Annual
                                         Budget to ensure that Managers can incur the necessary expenditure, to ensure that the
                                         Vessel will comply with the law of the flag of the Vessel and of the places where she
                                         trades, and all requirements and recommendations of the classification society;]



 


		(e)	[investigating
                                         and reporting to Owners any technical faults to problems material to the performance
                                         of the Vessel and arranging for their repair in consultation with the Owners;]



 


		(f)	[arrange
                                         for the victualling and storing of the Vessel appropriate to the declared operational
                                         status of the Vessel and place and effect payment for contracts for nitrogen, fuel, lubricating,
                                         oil, paints and all consumable materials where they are not for the Charterers’
                                         account, together with any other contracts that may be agreed with the Owners from time
                                         to time in accordance with Clause 3.2.2;]



 


		(g)	[ appointment
                                         of surveyors and technical consultants as the Managers may consider from time to time
                                         to be necessary;]



 


		(h)	[development,
                                         implementation of an maintenance of a SMS and obtaining and maintaining valid certificates
                                         evidencing compliance with this Clause, including without limitation, a valid document
                                         of compliance in relation to itself and a valid safety management certificate in respect
                                         of the Vessel as required by the ISM Code;]



 


		(i)	[provide
                                         the Owners with copies of any and all documents of compliance and safety management certificates
                                         as described in Clause 3.2.1(h) upon issuance;]



 


		(j)	[keep
                                         or procure that there is kept on board the Vessel at all times a copy of all documents
                                         of compliance and the original of any such safety management certificates as described
                                         in Clause 3.2.1(h); ]



 


		(k)	[arrangement
                                         of periodic analysis by third parties of the bunker fuel and reporting the results of
                                         such analysis to the Owners (the costs being included in the Vessel’s running costs);]



 


		(l)	[noting
                                         requirements resulting from safety and any external ship inspections and implementing
                                         these insofar as they affect the operation of the Vessel (such implementation to be at
                                         the Owner’s expense);]



 


		(m)	[implementing
                                         safety recommendations issued in terms of all international conventions (at the Owners’
                                         expense); ]



 


		(n)	[arrange,
                                         where necessary or as and when required by the Owners for the superintendent or other
                                         staff of the Managers to visit the Vessel;]



 


		(o)	[ensure
                                         that maritime, safety and cargo custody standards are in accordance with good international
                                         chemical tanker shipping practice are maintained by the Crew whenever such personnel
                                         are serving on board the Vessel;]



 


 






    

     

    

 


		(p)	[arrange
                                         and effect payment on behalf of the Owners for the towage of the Vessel when appropriate;
                                         ]



 


		(q)	[arrange,
                                         maintain and effect payment on behalf of the Owners for suitable moorings for the Vessel
                                         for lay up at such locations as may from time to time be mutually agreed relative to
                                         the Vessel’s positioning requirements of the Owners;]



 


		(r)	[handle
                                         part disbursement accounts where these are not for the Charterers? account;]






 


		(s)	[manage
                                         and operate the Vessel on behalf of the Owners in any part of the world, provided that
                                         the Vessel shall be employed in lawful trades, as the Owners may direct, between good
                                         and safe ports and place where she can always be safely afloat, and further provided
                                         that the Vessel shall not trade to ports or areas where, at the time in question, there
                                         are expected to be hostilities, wars, warlike operations, civil commotions or revolutions,
                                         unless with Mangers’ prior agreement, which shall not be unreasonably withheld
                                         or delayed. ]



 


[Furthermore,
Manger shall not be held to be in breach of this Agreement, should at any time the Vessel fail to conform to its class standards
or fail to conform to statutory or international standards, except to the extent that such failures result from the negligence
or breach of this Agreement by the Managers; and ]


 


 


		(t)	[notifying
                                         the Owners of any extraordinary and/or budgeted expenditure in excess of US$5,000 ]



 


		3.2.2	[Procurement
                                         ]



 


[Subject
to the terms of this Agreement, the Managers shall have discretion to procure all stores, spares, equipment, provisions, oils,
fuels and any other goods, materials or services to be supplied to the Vessel by the Managers in performance of its Management
Services from whatever source or supplier it may deem appropriate provided that:]


 


		(a)	[the
                                         Managers use all reasonable efforts to achieve the lowest prices available; and ]



 


		(b)	[the
                                         Owners are provided with on line electronic link to Managers’ procurement system
                                         giving the Owners access to all relevant information including but not limited to correspondence
                                         with the Vessel and/or sources and or suppliers, orders and invoices; and]



 


		(c)	[the
                                         Owners reserve the right to require the Managers to procure such goods, materials and
                                         services from sources to suppliers it may notify to the Managers from time to time provided
                                         that:]



 


		(i)	[the
                                         Owners shall not unreasonably interfere with the aforementioned Managers’ procurement
                                         processes; ]



 


		(ii)	[the
                                         Owners may not force the Managers to breech the terms of any existing procurement contract;
                                         and ]



 


		(iii)	[the
                                         Owners have due regard to the interests of the Managers in fostering good long term relationships
                                         with suppliers;]



 


[And
where the Owners utilize its rights this Clause 3.2.2(e) against the recommendation of the Mangers, the Managers shall in no circumstances
be liable for the quality of the goods, materials and services so provided. ]


 


		3.3	Accounting,
                                         Budgeting, and Reporting



 


		3.3.1	The
                                         Managers shall:



 






    

     

    

  


		(a)	provide
                                         an accounting system in respect of the Vessel which meets the reasonable requirements
                                         of the Owners and in the form set out in Annex “E” and provide regular accounting
                                         services and supply regular accounting reports and records; and



 


		(b)	maintain
                                         a record of all costs and expenditure incurred as well as data necessary or proper for
                                         the settlement of accounts between the parties.



 


		3.3.2	[The
                                         Managers shall present to the Owners annually a budget in respect of the estimated costs
                                         of operating the Vessel for the following twelve months as the Owners (acting reasonably)
                                         require in the form set out in the Annex “F” (the “Annual Budget”).
                                         The initial Annual Budget shall be for the period from the Effective Date to the Review
                                         Date with twelve (12) month Annual Budgets thereafter ending on the anniversary date
                                         of the Effective Date. The initial Annual Budget has been approved by the Owners and
                                         is attached hereto at Annex “C”. Subsequent Annual Budgets shall be prepared
                                         by the Managers for approval by the Owners not less than three (3) months before the
                                         anniversary date of the Effective Date. ]



 


		3.3.3	[The
                                         Owners shall indicate to the Managers their acceptance and approval of the Annual Budget
                                         within one month of presentation and in the absence of any such indication the Manager
                                         shall be entitled to assume that the Owners have accepted the Annual Budget as provided.
                                         However, should the Owners indicate to the Managers that they do not accept and approve
                                         the Annual Budget and the parties cannot mutually agree on amended budget within ten
                                         (10) days of the Owners non approval then the Owners shall have the right to terminate
                                         this Agreement by giving the Managers sixty (60) days written notice. ]



 


		3.3.4	[If
                                         after the approval of the Annual Budget pursuant to Clause 3.3.2 and 3.3.3, the Owners
                                         or Managers anticipate material changes in the Operational Costs (or in respect of the
                                         initial Annual Budget set out in Annex “C”, if the Managers believe such
                                         initial Annual Budget is inaccurate or unworkable), the the Managers shall prepare a
                                         supplementary budget reflecting such changes (the “Supplementary Budget”)
                                         for approval by the Owners and the Owners shall indicate their approval or non-approval
                                         of a Supplementary Budget within ten (10) Working Days of it being presented to them
                                         (and in the absence of any such indication, the Managers shall be entitled to assume
                                         that the Owners have accepted a Supplementary Budget. Upon approval by the Owners, a
                                         Supplementary Budget shall be treated as the Annual Budget for the year in question or
                                         the remained thereof. However should the Owners indicate that they do not approve the
                                         Supplementary Budget, then the Owners shall have the right to terminate this Agreement
                                         by giving the Managers sixty (60) days written notice. ]



 


		3.3.5	[For
                                         the avoidance of doubt, the Managers shall not incur expenditure in respect of the Vessel
                                         in excess of the Annual Budget (with due consideration to the fact that expenditure may
                                         be phased over varying periods or may fluctuate from month to month, notwithstanding
                                         that such expenditure was budgeted for in the Annual Budget) or incur expenditure that
                                         has not been accounted for in the Annual Budget without the prior consent of the Owners
                                         (which shall not be unreasonably withheld or delayed).]



 


		3.3.6	[The
                                         Mangers shall:]



 


		(a)	[by
                                         the fifteenth (15th) Working Day of the month provided the Owners with a Vessel
                                         Condition Report in respect of the previous month in such form as the Owners (noting
                                         reasonably) may require; ]



 


		(b)	[by
                                         the fifteenth (15th) Working Day of [July], the Managers shall provide the
                                         Owners with a Vessel Condition Report in respect of the previous 6 months (or in the
                                         first year of this Agreement the period between the Effective Date and the fifteenth
                                         (15th) Working Day of [ July], in such form as the Owners (acting reasonably
                                         may require); ]



 


		(c)	[by
                                         the fifteenth (15th) Working Day of each month provided the Owners with a
                                         comparison between the budgeted Operational Costs as set out in the Annual Budget and
                                         the actual Operational Costs in respect of the previous month (in accordance with the
                                         form set out in Annex “B”). In addition the Managers shall provide a narrative
                                         report on such comparisons on monthly basis; ]



 


 






    

     

    




 


		(d)	[by
                                         the fifteenth (15th) Working Day of each month provide the Owners with a request
                                         for funds based upon an estimate of the funding requirements of the Vessel that are required
                                         in respect of the next month together with any requests for approval of expenditure pursuant
                                         to Clause 3.3.5 and any proposed amendments to the Annual Budget pursuant to Clause 3.3.4.]



 


		3.4	[Health
                                         and Safety and Environmental Protection]



 


		3.4.1	[The
                                         Managers shall operate a management system to comply, and to ensure that the Vessel and
                                         the Crew comply, with all applicable health, safety, and environmental laws and regulations
                                         and nothing in this Clause 3.4 shall derogate from the obligations of Managers to comply
                                         with its statutory responsibilities insofar as they relate to the other Management Services.
                                         ]



 


		3.4.2	[The
                                         Managers shall, in relation to all persons affected or likely to be affected by the execution
                                         of the Management Services, take such steps as are reasonably practicable to ensure their
                                         health and safety. ]



 


		3.4.3	[The
                                         Managers shall make available for inspection by the Owners at all times all registers,
                                         records and other documentation concerning health and safety and/or environmental matters
                                         relating to the Management Services.]



 


		3.4.4	[The
                                         Managers shall send to the Owners a copy of every notice or other communication received
                                         from or sent to any person or body concerning health and safety and/or environmental
                                         matters relating to the Management Services and shall co-operate with the Owners in respect
                                         of all such health and safety and/or environmental matters. ]



 


		3.4.5	[[The
                                         Managers shall use their reasonable endeavors to prevent noxious or offensive emissions
                                         (including noise) from the Vessel.]



 


		3.4.6	[The
                                         Managers shall not treat, keep or dispose of any waste produced and/or carried by the
                                         Managers as a result of the Management Services in a manner likely to cause harm to the
                                         health and safety of any person or harm to the environment (as far as the same may be
                                         reasonably practical) and shall comply with every statutory duty which is relevant. ]



 


		3.4.7	[During
                                         the execution of the Management Services, the Managers shall take such steps as are reasonably
                                         practicable to avoid (or where evidence is not possible, to minimise) ham to the environment.
                                         ]



 


		3.4.8	[The
                                         Managers will prepare and obtain all necessary approvals for a SOPEP. The SOPEP will
                                         be written in the English language and will be reviewed and updated from time to time.
                                         If required, the Managers will arrange for the translation of the SOPEP into another
                                         language. The Managers will also undertake regular training of the Crew in the use of
                                         SOPEP including drills to ensure that the SOPEP functions as expected and the contact
                                         and information details specified are accurate. ]



 


		3.5	Operation
                                         



 


		3.5.1	The
                                         Managers shall provide for the operation of the Vessel as required by the Owners, which
                                         includes but is not limited to the following functions:



 


		3.5.2	Monitoring
                                         voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers
                                         and charterers.



 


		3.5.3	Appointment
                                         of agents.



 


 






    

     

    

 


		3.5.4	[Appointment
                                         of mooring line/terminal/dock workers, tug boats and pilots for whose acts, failures
                                         and/or omissions the Managers shall remain directly responsible even if such third parties
                                         are employed and paid for by Charterers and the Managers hereby indemnify the Owners
                                         against all losses, claims, responsibilities and liabilities arising in any way whatsoever
                                         from the appointment or employment of such third parties who although employed by Charterers
                                         shall be deemed to be the servants of the Managers.]






 


		3.6	Insurance
                                         Arrangements



 


		3.6.1	[If
                                         required by the Owners, the Managers shall arrange insurances in accordance with Clause
                                         6, on such terms and conditions as the Owners shall have instructed or agreed, to particular
                                         regarding conditions, insured values and deductibles. ]



 


		3.6.2	[The
                                         Managers shall immediately inform and keep the Owners informed of any incident which
                                         gives are may give rise to claims or disputes relating to the insurances effected in
                                         accordance with Clause 6.]



 


		3.6.3	[The
                                         Owners shall in their sole discretion instruct the Managers on a case by case basis and
                                         in consultation with the Owners to, handle and/or settle all insurance, average and salvage
                                         claims in connection with the Vessel. Any external costs reasonably incurred by the Managers
                                         in handling or settling claims in accordance with this Clause shall be paid by or for
                                         the account of the Owners. Until notified to the contrary, the Managers shall handle
                                         all insurance claims in respect of the Vessel including but not limited to claims relating
                                         to the Crew, the cargo or damage to third parties. ]



 


		3.7	[Sale
                                         or Purchase of the Vessel ]



 


[The
Managers shall, if requested, provide Owners with technical assistance in connection with any sale of the Vessel. Any reasonable
external costs or out of pocket expenses incurred by the Managers in providing such technical assistance shall be paid by or for
the account of the Owners provided that the Managers supply the Owners with the appropriate supporting vouchers and/or in other
such evidence to such costs and expenses. The Owners will, however, be solely responsible for agreeing the terms of any agreement
regulating any sale. ]


 


		3.8	General
                                         Administration



 


		3.8.1	The
                                         Owners shall, in their sole discretion and upon such terms and conditions as the Owners
                                         shall specify, instruct the Managers on a case-by-case basis to, handle and/or settle
                                         all claims relating to the Vessel including but without limitation any claims involving
                                         the Charterers.



 


		3.8.2	The
                                         Managers shall keep the Owners informed regarding any incident of which the Managers
                                         become aware which gives or may give rise to claims or disputes involving the Charterers
                                         or other third parties.



 


		3.8.3	[The
                                         Owners shall, in their sole discretion instruct the Managers on a case by case basis
                                         to, bring or defend actions, suits or proceedings in connection with matters entrusted
                                         to the Managers pursuant to this Agreement. ]



 


		3.8.4	[Subject
                                         to Clause 3.8.1, the Managers shall have power to obtain legal, technical or other outside
                                         expert advice in relation to the handling and settlement of any claims and disputes or
                                         all other matters affecting the interests of the Owners in respect of the Vessel. ]



 


		3.8.5	[The
                                         Owners shall arrange for the provision of any necessary guarantee bond or other security
                                         in connection with any such claims. ]



 


		3.8.6	[Any
                                         external costs reasonably incurred by the Managers in carrying out their obligations
                                         in accordance with this Clause 3.8 shall be paid by or for the account of the Owners
                                         provided that the Owners have instructed the Managers in accordance with Clause 3.8.1]



 


		3.9	Commercial
                                         Management



 


The
Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes, but is not limited to,
the following functions:


 






    

     

    

 


 


		(i)	providing
                                         chartering services in accordance with the Owners' instructions which include, but are
                                         not limited to, seeking and negotiating employment for the Vessel and the conclusion
                                         (including the execution thereof) of charter parties or other contracts relating to the
                                         employment of the Vessel and the conclusion (including the execution thereof) of charter
                                         parties or other contracts relating to the employment of the Vessel. If such a contract
                                         exceeds the period stated in Box 13, consent thereto in writing shall first be obtained
                                         from the Owners.



 


		(ii)	Arranging
                                         of the proper payment to Owners or their nominees of all hire and/or freight revenues
                                         or other moneys of whatsoever nature to which Owners may be entitled arising out of the
                                         employment of or otherwise in connection with the Vessel (Described in Annex “E”).



 


		(iii)	Providing
                                         voyage estimates and accounts and calculating of hire, freights, demurrages and/or despatch
                                         moneys due from or due to the charterers of the Vessel;



 


		(iv)	Issuing
                                         of voyage instructions;



 


		(v)	Appointing
                                         agents;



 


		(vi)	Appointing
                                         stevedores;



 


		(vii)	Arranging
                                         surveys associated with the commercial operation of the Vessel.



 


		(viii)	Arranging
                                         chemicals for tank cleaning purposes and bunkers via Owners suppliers.



 


		(ix)	Assisting
                                         owners in handling cargo claims with Owners P&I Club.



 


		(x)	Monitoring
                                         tank cleaning operations and related instructions to Master.



 


4.MANAGERS'
OBLIGATIONS


 


		4.1	The
                                         Managers shall provide the agreed Management Services as agents for and on behalf of
                                         the Owners in a timely and efficient manner in accordance with sound ship management
                                         practice and to protect and promote the interests of the Owners in all matters relating
                                         to the provision of the Management Services hereunder.



 


		4.2	[ The
                                         Managers shall pressure that the requirements of the law of the flag of the Vessel are
                                         satisfied and they shall in particular be deemed to be the “Company” as defined
                                         by the ISM Code, assuming the responsibility for the operation of the Vessel and taking
                                         over the duties and responsibilities imposed by the ISM Code when applicable. ]



 


		4.3	In
                                         addition to the specific obligations to keep the Owners informed hereunder, the Managers
                                         shall keep the Owners informed of all relevant information regarding the Vessel and the
                                         performance of the Management Services which the Owners may, acting reasonably, specify
                                         from time to time.



 


		4.4.	[When
                                         the Manager becomes aware of an Emergency Situation, it shall immediately contact the
                                         Owners and keep the Owners informed in respect of such Emergency Situation. ]



 


		4.5	[If,
                                         in an Emergency Situation, the Managers (or the Master) are required pursuant to this
                                         Agreement to solicit an approval from the Owners, but in such circumstances it is not
                                         practical to wait for such approval, then notwithstanding any other term in this Agreement,
                                         the Managers (or the Master) may take whatever action they may deem necessary to deal
                                         with such Emergency Situation. ]



 


5.OWNERS'
OBLIGATIONS


 


		5.1	The
                                         Owners shall pay all sums due to the Managers punctually in accordance with the terms
                                         of his Agreement.



 






    

     

    

 





 


		5.2	The
                                         Owners shall provide prompt responses to any requests made by the Managers pursuant to
                                         this Agreement.



 


		5.3	The
                                         Owners shall (subject to any confidentiality restrictions) provide the Managers with
                                         any relevant information relating to Charters or Charterers and shall notify the Managers
                                         upon a change of Charterers or upon any new Charter in respect of the Vessel.



 


		5.4	[The
                                         Owners shall use best endeavors (and subject to any confidentiality restrictions) to
                                         ensure that the Charterers shall keep the Managers informed of the relevant terms of
                                         any supply contract, charter party, contract of affreightment, contract of insurance
                                         and any other document relating to the Vessel and its cargo that the Managers may reasonably
                                         require in order to perform their obligations hereunder. ]



 


6. INSURANCE
POLICIES


 


		6.1	[The
                                         Owners shall procure, by instructing the Manager or otherwise, that throughout the period
                                         of this Agreement:]



 


		(i)	[at
                                         the Owner’s expense, the Vessel is insured for usual hull and machinery marine
                                         risks (including crew negligence) and war risks in accordance with the best practice
                                         of prudent owners of vessels of a similar type to the Vessel, with first class insurance
                                         companies, underwriters or associations;]



 


		(ii)	[at
                                         the Owners’ expense, the Vessel is insured against Protection and Indemnity risks
                                         (including pollution risks and Crew Insurances) and arrange for the Managers to be included
                                         as named co-assured, and provide the Managers with Certificates of Entry to evidence
                                         that such insurances have been effected; ]



 


		(iii)	[at
                                         the Owners; expense, the Vessel carries a Certificate of Financial Responsibility as
                                         required by the United States Offshore Pollution Act 1990 and is insured against such
                                         other risks (including Freight, Demurrage and Defense) that are appropriate to the Vessel’s
                                         trade. ]



 


		(iv)	[all
                                         premiums and calls on the Owners’ Insurances are paid promptly by their due date;]



 


		(v)	[the
                                         Owners’ Insurances name the Owners and the Managers as co assured, with full cover,
                                         with the Owners obtained cover in respect of each of the insurances specified in Clause
                                         6.1 on terms whereby by the Owners are liable in respect of premiums or calls arising
                                         in connection with the Owners’ Insurances; and]



 


		(vi)	[written
                                         evidence is provided, to the reasonable satisfaction of the Managers, of their compliance
                                         with their obligations under Clause 6 within a reasonable time of the commencement of
                                         the Agreement, and of each renewal date and, if specifically requested, of such payment
                                         date of the Owners’ Insurances. ]



 


		6.2	[Insofar
                                         as it affects the superintendent and other shore staff employed by the Managers in connection
                                         with this Agreement, the Managers shall procure and maintain at their own expense appropriate
                                         insurance cover with first class insurers in respect of death, disease or injury to such
                                         superintendents or shore staff, and such insurance shall comply with all applicable law
                                         and shall contain a waiver of the insurer’s subrogation rights. ]



 


7.MANAGEMENT
FEE & COMMISSION


 


		7.1	Subject
                                         to any adjustment in accordance with the provisions of Clause 7.2 the Owners shall pay
                                         to the Managers for the provision of Management Services, an annual management fee of
                                         Euro Fifty Five Thousand (EU 55,000) (the “Management Fee”) which
                                         shall be paid by quarterly instalments in advance, the first payment in respect of the
                                         first quarter of this Agreement being payable within seven (7) Working Days of the Effective
                                         Date and subsequent instalments being payable by the fifteenth (15th) Working Day of
                                         each applicable quarter provided that where a payment is due in respect of any part of
                                         a quarter that payment shall be paid on a pro-rata basis, such nuns to be paid into the
                                         Managers' Account.



 






    

     

    




 


		7.2	If,
                                         during any calendar month, the Vessel is in:



 


		(i)	“deep”
                                         lay-up (that is with sea chests sealed off and all systems drained down) the Management
                                         Fee shall terminate;



 


		(ii)	[a
                                         partially manned stand by condition, during a period of lay up (other than deep lay up)
                                         or during reactivation periods or during any period where the Managers are preparing
                                         to take over management of the Vessel from a third party the Management Fee shall be
                                         Three Thousand Dollars (US$1,000) per month and pro rata in respect of any part month.
                                         ]



 


		7.3	The
                                         Managers shall earn a commission on all gross revenue generated on behalf of the Owner,
                                         this commission shall be calculated and charged to the Owners at the end of each calendar
                                         quarter. The level of the commission shall depend on the net daily revenue (Net Daily)
                                         generated in the quarter. The Net Daily shall be calculated by dividing the total net
                                         revenue by the number of days in the quarter reduced by the off hire days.



 


The
commission rate to be charged by the Managers to the Owners will be:


 


0.00%
if the Net Daily is in the range €O up to €3,374


1.25%
if the Net Daily is in the range €3,500 up to €3,999


2.50%
if the Net Daily is in the range €4,000 up to €5,999


3.00%
if the Net Daily is in the range €6,000 up to €6,999


3.50%
if the Net Daily is in the range €7,000 up to €7,499


4.00%
if the Net Daily is in the range €7,500 up to €7,999


4.50%
if the Net Daily is in the range €8,000 up to €8,499


5.00%
if the Net Daily is higher than €8,500


 


In
case the vessel does not have both a CDI and SIRE in place, with approvals of at least three out of the following major oil companies;
Statoil, Shell, Total, EXMO, BP, Lukoil, Petroplus, Petrogal, Repsol, Cepsa and ENI or the vessel does not have the product FAME
listed on the Certificate Of Fitness the Managers will earn a flat commission of 2.50% on all gross revenues:


 


		7.4	The
                                         Management Fee is exclusive of value added tax and any other sales or services tax that
                                         that may be applicable. The Managers warrant that at the Effective Date, no such taxes
                                         are payable in respect of the Management Fee under English or Singaporean Law.



 


		7.5	In
                                         the event of this Agreement being terminated by the Owners or the Managers in accordance
                                         with the provisions of Clause 17.3 or 17.1, the Management Fee payable to the Managers
                                         according to the provisions of Clauses 7.1 and 7.2, shall continue to be payable for
                                         a further period of one calendar month as from the termination date. [In addition, provided
                                         that the Managers provide Crew for the Vessel in accordance with Clause 3.1:]



 


		(i)	[the
                                         Owners shall continue to pay Crew Support Costs during the said further period of three
                                         (3) calendar months; and]



 


		(ii)	[the
                                         Owners shall pay any reasonable Severance Costs which may materialise provided the Managers
                                         have used reasonable endeavours to mitigate such obligations to the Crew.]



 


		7.6	pUnless
                                         otherwise agreed in writing all discounts and commissions obtained by the Managers in
                                         the course of the management of the Vessel shall be credited to the Owners. ]



 


 



    

     

    




 


8.[VESSEL
EXPENSES ]


 


		8.1	[Upon
                                         receipt of a request for funds for the Vessel pursuant to Clause 3.3.6(d) the Owners
                                         shall pay such funds into the Vessel Account, provided that such request is made in respect
                                         of items and amounts accounted for the Annual Budget. ]



 


		8.2	[In
                                         the event that the Managers request funds from the Owners pursuant to Clause 3.3.6(d)
                                         but the Owners are not obliged to pay such funds pursuant to Clause 8.1, then the Owners
                                         may refuse to provide such funds provided that, in such circumstances, the Managers shall
                                         not be liable for any losses or damages incurred by the Owners as a result of such refusal
                                         and in any event, the Owners shall not unreasonably refuse to pay or delay the payment
                                         of such sums.]



 


		8.3	[All
                                         sums payable by the Owners in respect of requests made by the Managers pursuant to Clauses
                                         8.1 and 8.2 shall be paid into the Vessel Account by the end of the month in which such
                                         request was made. ]



 


		8.4	[The
                                         Managers shall open the Vessel Account and communicate the details of the Vessel Account
                                         to the Owners prior to the Effective Date. The Vessel Account shall be an account that
                                         only contains monies payable into such Vessel Account pursuant to this Agreement. All
                                         monies paid into the Vessel Account (including interest, if payable) shall be held on
                                         trust for and to the credit of the Owners and the Managers may only utilise funds in
                                         the Vessel Account for the proper performance of the Management Services hereunder. The
                                         Managers shall provide full details of all transactions in relation to the Vessel Account
                                         and shall procure that monthly Vessel Account bank statements are provided to the Owners
                                         for each month of this Agreement. ]



 


		8.5	[For
                                         the evidence of doubt Communication Expenses, General Expenses and EDP Expenses shall
                                         be for the account of the Owners and paid into the Vessel Account as a monthly lump sum
                                         amount. The Managers shall, at no extra cost to the Owners, provide their own office
                                         accommodation, office staff, office equipment and facilities. ]



 


		8.6	[Notwithstanding
                                         anything contained in this Agreement, the Managers shall in no circumstances be required
                                         to use or commit their own funds to finance the provision of the Management Services.
                                         ]



 


9.       MANAGERS'
RIGHT TO SUB-CONTRACT


 


		9.1	The
                                         Managers shall not have the right to sub-contract any of their obligations in this Agreement.



 


		9.2	Notwithstanding
                                         any sub-contract the, Managers shall remain fully liable for the due performance of their
                                         obligations under this Agreement.



 


10.     RESPONSIBILITIES



 


		10.1	Force
                                         Majeure



 


		10.1.1	Neither
                                         the Owners, nor the Managers shall be liable for any loss or damage or total or partial
                                         failure to perform this Agreement (other than a failure to perform an obligation to pay
                                         money) caused wholly or partly by any circumstances or things beyond the reasonable control
                                         of the Owners or the Managers, as the case may be, including (without limiting the generality
                                         of the foregoing) acts of God, fires, floods, epidemics, quarantine restrictions, wars,
                                         insurrections, riots, violent demonstrations, acts and omissions of civil or military
                                         authority or of usurped power, requisition or hire by any governmental or other competent
                                         authority and embargoes.



 


		10.1.2	The
                                         party invoking force majeure will advise the other party of the force majeure event at
                                         the earliest opportunity and also advise same party of the likely duration of such force
                                         majeure situation.



 


		10.2	Liability
                                         to Owners



 


		10.2.1	The
                                         Managers shall be under no liability to the Owners for any loss, damage, delay or expense,
                                         whether direct or indirect, (including but not limited to loss of profit arising out
                                         of or in connection with detention of or delay to the Vessel) in the course of performance
                                         of the Management Services UNLESS same is proved to have resulted from the breach of
                                         this Agreement, the negligence or wilful default of the Managers or their employees,
                                         or agents or sub-contractors employed by them in connection with the Vessel.



 


 






    

     

    




 


		10.2.2	[Notwithstanding
                                         anything herein contained in the contrary, the Mangers shall not be liable for any of
                                         the actions of the Crew, even if such actions are negligent, except only (i) to the extent
                                         that they are shown to have resulted from a failure by the Managers to discharge their
                                         obligations under Clause 3.1 and/or (ii) or each and every occasion that there is loss
                                         of time (whether by way of interruption in the Vessel’s service or from reduction
                                         in the Vessel’s performance or in any other manner) or other loss, damage, delay,
                                         liability, or expense of whatsoever nature, whether direct or indirect, (including but
                                         not limited to loss of profit arising out of or in connection with detention of or delay
                                         to the Vessel) due to industrial action, refusal to sail, breach of orders or neglect
                                         of duty on the party of the Master, officers or crew; and/or (iii) any loss, damage,
                                         delay, fine or expense of whatsoever nature, whether direct or indirect (including but
                                         not limited to loss of profit arising out of or in connection with detention of or delay
                                         to the Vessel) arising out of or in connection with any smuggling incident by the Master,
                                         officers or crew.]



 


		10.3.3	[Notwithstanding
                                         anything herein contained in the contrary, the Managers shall be liable for any loss,
                                         damage, delay or expense of whatsoever nature, whether direct or indirect, (including
                                         but not limited to loss of profit arising out of or in connection with detention of or
                                         delay to the Vessel) arising out of or in connection with the nationality of the crew.]



 


		10.3	Indemnity



 


Except
to the extent and solely for the amount that the Managers would be liable under Clause 10.2, the Owners hereby undertake to keep
the Managers and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings,
claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them
arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages
and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly
or indirectly) in the course of the performance of this Agreement.


 


		10.4	“Himalaya”



 


It
is hereby expressly agreed that no employee or agent of the Managers (including sub-contractors from time to time employed by
the Managers) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay
of whatsoever kind arising or resulting directly or indirectly (mm any act, neglect or default on his part while acting in the
course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause
10, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and
immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available
and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing
provisions of this Clause 10 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit
of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all
such persons shall to this extent be or be deemed to be parties to this Agreement.


 


11.
        DOCUMENTATION


 


		11.1	The
                                         Managers shall make available, upon Owners' request, all documentation and records relating
                                         to the performance of the Management Services.



 


		11.2	All
                                         Vessel Data is and shall remain the property of the Owners and shall be made available
                                         to the Owners by the Managers on the Owners' request. Upon termination of this Agreement
                                         for any reason, the Managers shall promptly provide the Owners with all the Vessel Data



 






    

     

    

 


 


		11.3	[The
                                         Managers shall retain and properly store all Vessel Data in accordance with sound ship
                                         management practice. If, in the Managers’ opinion, certain Vessel Data should be
                                         destroyed, then the Managers shall first offer to return that Vessel Data (at the Owners’
                                         expense) to the Owners, and in the event that the Owners decline such offer, the Managers
                                         may destroy such Vessel Data.]



 


12.        [DEPLOYMENT
OF THE VESSEL]


 


		12.1	[The
                                         Manager shall ensure that during the term of the Charter, the Crew of the Vessel shall
                                         comply with the Permanent Instructions.]



 


		12.2	[The
                                         Owners may change the terms of the Permanent Instructions, or upon the execution of a
                                         new Charter replace the existing Permanent Instructions with new Permanent Instructions
                                         with the consent of the Managers which shall not be unreasonably withheld or delayed.
                                         ]



 


		12.3	[In
                                         the event of the Managers or the Crew receive instructions form the Charterers, that
                                         in the opinion of the Managers, conflict with instructions provided by the Owners or
                                         which go beyond the scope of authority of the Charterers (to the extent such scope of
                                         authority has been disclosed by the Owners to the Managers), the Managers shall immediately
                                         notify the Owners of the same. In such circumstances, the Owners’ instructions
                                         shall take precedence over the Charters’ instructions. ]



 


		12.4	[Except
                                         for the purposes of saving life, the Vessel shall not, unless expressly authorised by
                                         the Owners, undertake attempts of salvage. ]



 


		12.5	[If:]



 


		[(i)	the
                                         Vessel undertakes attempts at salvage pursuant to Clause 12.4; or]



 


		[(ii)	the
                                         Vessel requests that a third party attempts salvage of the Vessel;]



 


[then
subject to Clause 4.5 and without prejudice to the Master of the Vessel’s overriding right to take whatever action he may
deem necessary to preserve life or prevent the loss of the Vessel, all salvage arranged shall be under the terms of the current
“Lloyds Open Form No Cure – No Pay” agreements. ]


 


		12.6	[Any
                                         proceeds arising from salvage of third party property shall be for the benefit of the
                                         Owners.]



 


		12.7	[Notwithstanding
                                         any other provision of this Agreement, the Managers shall not (and shall procure that
                                         the Crew shall not), without the written consent of the Owners, sign any bill of lading
                                         on behalf of the Owners ]



 


13.         AUDITING


 


		13.1	[The
                                         Managers shall prepare the Annual Budget and accounts (as referred to in Clause 3.3.1
                                         above) and shall make the same available for inspection and auditing by the Owners at
                                         such times as may be mutually agreed.]



 


		13.2	Where
                                         staff or auditors of the Owners visit the premises of the Managers for the purpose of
                                         carrying out an audit, the Managers shall provide office space and facilities to such
                                         staff or auditors at no extra cost to the Owners.



 


14.          INSPECTION
OF VESSEL


 


		14.1	The
                                         Owners shall have the right at any time to inspect the Vessel for any reason they consider
                                         necessary.



 





15.         COMPLIANCE
WITH LAWS AND REGULATIONS ETC.


 






    

     

    

 


 


		15.1	The
                                         Managers will not do or permit to be done anything which might cause any breach or infringement
                                         or the laws and regulations of the Vessel's flag, the classification society or of the
                                         places where she trades.



 


16.          DURATION
OF TIM AGREEMENT


 


		16.1	This
                                         Agreement shall come into effect on the Effective Date and shall continue until terminated
                                         in accordance with Clauses 17 and 3.3.3 and 3.3.4 or otherwise provided for within the
                                         terms of this Agreement.



 


17.          TERMINATION


 


		17.1	This
                                         Agreement shall be deemed to be terminated:



 


		(i)	in
                                         the case of the sale of the Vessel other than a sale or transfer to an Affiliate of the
                                         Owners; or



 


		(ii)	if
                                         the Vessel becomes a total loss or is declared as a constructive or compromised or arranged
                                         total loss or is requisitioned for hire.



 


		17.2	For
                                         the purpose of Clause 17.1 hereof:



 


		(i)	the
                                         date upon which the Vessel is to be treated as having been sold or otherwise disposed
                                         of shall be the date on which the Owners cease to be registered as owners of the Vessel;
                                         and



 


		(ii)	the
                                         Vessel shall not be deemed to be lost unless either she has become an actual total loss
                                         or agreement has been reached with her underwriters in respect of her constructive, compromised
                                         or arranged total loss or if such agreement with her underwriters is not reached it is
                                         adjudged by a competent tribunal that a constructive loss of the Vessel has occurred
                                         or Owners issue a notice of abandonment to the underwriters.



 


		17.3	Either
                                         party shall be entitled to terminate this Agreement by giving notice in writing to the
                                         other party forthwith, in the event of an order being made or resolution passed for the
                                         winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than
                                         of the purpose of a solvent reconstruction or amalgamation) or if a receiver or similar
                                         officer is appointed of the whole or a material part of its assets or if it suspends
                                         payment, ceases to carry on business or makes any special arrangement or composition
                                         with its creditors.



 


		17.4	The
                                         Managers and the Owners shall each have the right to terminate this Agreement at any
                                         time and for any reason by giving the other party not less than three (3) months' written
                                         notice of their intention to terminate this Agreement. However, if the Vessels are committed
                                         to any agreed time charter (unless -in case of the sale of the vessel- the new owners
                                         accept to take over the remaining time charter and the time charterers approve of new
                                         owners [such approval not to be unreasonably withheld]), or listed in any contract of
                                         affreightment (coa),T the Agreement cannot be terminated prior to the expiration of the
                                         said coa's. The vessels will not be listed in any coa's falling outside the period (3
                                         months), unless written approval from the owner. Owners always have the right to terminate
                                         the agreement for any of the vessels, giving North Sea Tankers three full calendar months
                                         notice.



 


		17.5	The
                                         termination of this Agreement shall be without prejudice to all rights accrued due between
                                         the parties prior to the date of termination.



 


18.           CONFIDENTIALITY


 


		18.1	Save
                                         for the purposes of enforcing or carrying out as may be necessary the rights or obligations
                                         of the Managers hereunder, the Managers agree to maintain and to use all reasonable endeavours
                                         to procure this Agreement remains confidential.



 


 






    

     

    

 


		18.2	[As
                                         between the Owners and the Managers, the Owners hereby agree and acknowledge that all
                                         title and property in and to the management manuals of the managers and other written
                                         materials of the managers concerning management functions and activities is vested in
                                         the Managers and the Owners agree not to disclose the same to any third party and, on
                                         the termination of this Agreement, to return all such manuals and other materials to
                                         the Managers. For the purpose of this Clause 18 reference to the “Managers”
                                         includes the parent, subsidiary and associated companies of the managers and any third
                                         parties providing Management Services. ]



 


19.          MISCELLANEOUS


 


		19.1	A
                                         person who is not a party to this Agreement may not enforce, or otherwise have the benefit
                                         of, any provision of this Agreement under the Contracts (Rights of Third Parties) Act
                                         1999, but this provision does not affect any right or remedy of a third party which exists
                                         or is available apart from that Act.



 


		19.2	The
                                         Owner may at any time assign or transfer to an Affiliate its rights and obligations under
                                         this Agreement without the consent of the Managers.



 


		19.3	The
                                         Owner may at any time assign or transfer to a third party its rights and obligations
                                         under this Agreement provided that they first obtain the written consent of the Managers.
                                         Such consent shall not be unreasonably withheld and shall not be conditioned or delayed
                                         and the parties agree to promptly execute any novation or transfer documentation to give
                                         effect to such an assignment or transfer.



 


20.          LAW
AND ARBITRATION


 


		20.1	This
                                         Agreement shall be governed by and construed in accordance with English law and any dispute
                                         arising out of or in connection with this Agreement shall be referred to arbitration
                                         in London in accordance with the Arbitration Act 1996 or any statutory modification or
                                         re-enactment thereof save to the extent necessary to give effect to the provisions of
                                         this Clause.



 


		20.2	The
                                         arbitration shall be construed and conducted in accordance with the London Maritime Arbitrators
                                         Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
                                         The language used for such arbitration shall be English and the arbitration shall be
                                         conducted in London.



 


		20.3	The
                                         reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration
                                         shall appoint its arbitrator and send notice of such appointment in writing to the other
                                         party requiring the other party to appoint its own arbitrator within 14 calendar days
                                         of that notice and stating that it will appoint its arbitrator as sole arbitrator unless
                                         the other party appoints its own arbitrator and gives notice that it has done so within
                                         the 14 days specified. If the other party does not appoint its own arbitrator and give
                                         notice that it has done so within the 14 days specified, the party referring a dispute
                                         to arbitration may, without the requirement of any further prior notice to the other
                                         party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.
                                         The award of a sole arbitrator shall be binding on both parties as if he had been appointed
                                         by agreement.



 


		20.4	Nothing
                                         herein shall prevent the parties agreeing in writing to vary these provisions to provide
                                         for the appointment of a sole arbitrator.



 


21.          NOTICES
AND BANK ACCOUNTS


 


		21.1	Any
                                         notice to be given by either party to the other party pursuant to this Agreement shall
                                         be in writing and shall be effective upon delivery pursuant to Clause 21.2 and shall
                                         be sent by fax, registered mail or by personal service to the following addresses:



 


for
the Owners:


 


[
    ]


 






    

     

    

 


 


Account
details: 


 


 


 


 


 


 


for
the Managers:


 


NORTH
SEA TANKERS BV


 


Notices:
Olympiade 3a, 2924AL Krimpen aan den IJssel, the Netherlands


Fax
No.: +31 180 553737


 


		21.2	Any-notice
                                         given pursuant to this Agreement that is:



 


		(i)	given
                                         by personal service is deemed to be delivered at the time of delivery;



 


		(ii)	sent
                                         by registered mail is deemed to be served ten (10) days after posting; or



 


		(iii)	sent
                                         by fax is deemed to be received on the date of transmission.



 


		21.3	For
                                         the purposes of this Agreement, the Managers' Account COL run* has the following details:



 


Account
Holder :           NORTH SEA TANKERS BV


 


Rabobank
Netherlands P.0 Box 17100


 


350011G
Utrecht


 


The Netherlands


 


BIC:
RABONL2U


 


IBAN:
NL70RAB00139254323


 


IN WITNESS
whereof the parties have duly signed this Agreement the day and year first above written.


 


 


 


SIGNED
for and on behlf


of [     
]


by


 


in the
presence of


 


 


 


 


 


SIGNED
for and on behalf


of NORTH
SEA TANKERS BY 


 


)   
)


By


 


in the
presence of


 






    

     

    

 


 


 


ANNEX
“A”


 


DETAILS
OF VESSEL


 


 


 


 


Name: 


 


Flag: 


 


Type: 


 


GRT/NRT:


 


Class: 


 


Year Built: 


 


Call Sign:


 


IMO No.:


 


 


 


 


 






    

     

    

 





 


ANNEX
“E”


 


ACCOUNTING
AND PAYMENT PROCESS