Exhibit 10.6









AGREEMENT




About the
entry as limited partner in the limited partnership

MUNIA
Mobiliengesellschaft mBH & Co. KG

With its
principal place of business in Grünwald

 


Between




MUNIA
Mobilien-Verwaltungsgesellschaft mbH

with its
principal place of business in Grünwald

-
hereinafter referred to as “MUNIA” -







and







MIRAN
Grundstücks-Verwaltungsgesellschaft mbH

with its
principal place of business in Grünwald

-
hereinafter referred to as “MIRAN” -







and







MC
Shipping Inc.

with its
principal place of business in Monaco

-
hereinafter referred to as “MC Shipping” -







The
following is now hereby agreed:




MUNIA
participates in MUNIA Mobiliengesellschaft mbH & Co. KG (hereinafter
referred to as the “Company”) as general partner without capital share. By
Memoranda of Agreement dated as of December 29, 2004, the Company acquired the
Container Vessels “Ankara”, “Maersk Brisbane”, “Maersk Belawan”, “Maersk
Barcelona” (hereinafter referred to as the “Container Vessels”). The financing
of the acquisition shall be provided by outside loan facilities and by equity in
the amount of USD 15,2 Mio.. MIRAN will participate in the Company as limited
partner with a capital share of USD 11.2 Mio., which is intended to be sold to
private investors in connection with a fund-concept. MC Shipping has agreed to
take over additional equity capital in the amount of USD 4 Mio.

/..


	
      1.
	
      MC
      Shipping will join the Company with effect as of today concerning the
      internal relationship and with regard to the external relationship with
      effect as of the date of its entry into the commercial register
      (aufschiebende Bedingung/Condition Precedent) as a further limited partner
      with a capital share in the amount of USD 4 Mio. The compulsory capital
      contribution in the amount of USD 4 Mio. is due for payment on the day of
      payment of the purchase price for the Container Vessels. 10% of the
      compulsory capital contribution will be entered into the commercial
      register as the sum by which liability is limited
      (Hafteinlage).











-1-














	
      2.
	
      The
      required unanimous approval of the shareholders concerning the entry of
      limited partners according to the partnership agreement is deemed to be
      given with execution of this Agreement.








	
      3.
	
      The
      accrued costs of the commercial register in connection with the entry of
      MC Shipping and the fees of the notary public for the notification of the
      commercial register are borne by the
Company.








	
      4.
	
      The
      partnership agreement of the Company is redrafted with effect from today
      according to the contents of Exhibit
      1.
      MC Shipping hereby grants MUNIA a power of attorney to agree in the name
      of MC Shipping to all amendments or modifications to the partnership
      agreement of the Company that may be necessary or appropriate in
      connection with the intended placement of the partnership capital in the
      equity market. This power of attorney shall only apply to such amendments
      and modifications that have no adverse effect on the economic position and
      the legal position and the rights of MC Shipping as a limited partner and
      shall automatically cease to exist on 30 June 2005. MUNIA hereby agrees
      for the benefit of MC Shipping to use this power of attorney only if the
      use in compliance with the previous
sentence.








	
      5.
	
      MC
      Shipping undertakes towards MUNIA not to acquire further shares as limited
      partner in addition to the ones according to para. 1 hereof either by
      itself or through related companies. Furthermore, it is not permitted to
      transfer the participation as per para. 1 without prior consent of MUNIA.
      The consent may only be withheld for an important reason. Such important
      reason shall include (but is not limited to) the Company’s ability to set
      off claims of the Company against MC Shipping under the MC
      Shipping Guarantee
      against claims MC Shipping has against the Company under the partnership
      agreement.











-2-

















	
      Grünwald,
      the 4th
      day of January, 2005
	 	
      London,
      the 4th
      day of January, 2005

	 	 	 
	 	 	 
	
      for
      and on behalf of:
	 	
      for
      and on behalf of:

	
      MUNIA
      Mobilien-
	 	
      MC
      Shipping Inc.

	
      Verwaltungsgesellschaft
      mbH
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
      Grünwald,
      the 4th
      day of January, 2005
	 	
      Grünwald,
      the 4th
      day of January, 2005

	 	 	 
	 	 	 
	
      for
      and on behalf of:
	 	
      for
      and on behalf of:

	
      MIRAN
      Grundstücks-
	 	
      FGO
      Mobilien-Verwaltungs

	
      Verwaltungsgesellschaft
      mbH
	 	
      gesellschaft
      mbH




 








-3-












 

Exhibit
1-Non binding translation

Partnership
Agreement of MUNIA Mobiliengesellschaft mbH & Co. KG,

Grünwald







§ 1

Name
and Principal Place of Business




The
Partnership carries the name MUNIA Mobiliengesellschaft GmbH & Co. KG and
has its principal place of business in Grünwald (hereinafter referred to as the
“Fund Company”)







§ 2

Object
of the Company




The
object of the enterprise of the Fund Company is the acquisition of ships (in
particular containerships) and their operation, chartering and exploitation in
its own and in someone else’s name, as well as the participation in other
companies for this purpose. The company is entitled to carry out all business
acts connected with the object of the company, for example to the raising of
loans. Banking business and activities pursuant to § 34 c GewO are
excluded.







§ 3

Partner,
Partners’ Capital Contributions, Accession





	1.	
      MUNIA
      Mobilien-Verwaltungs-gesell-schaft mbH with its principal place of
      business in Grünwald shall be the personally liable and Managing Partner.
      It shall make no capital contribution and has no interest in the assets of
      the Fund Company. MUNIA Mobilien-Verwaltungsgesell-schaft mbH is released
      from the limitations of Section 181 BGB (German Civil
    Code).








	2.	
      The
      limited partner capital of the Fund Company amounts to USD 15.2 mil. The
      limited partners are MIRAN Grundstücks-Verwaltungsgeselschaft mbH,
      Grünwald with a capital contribution of USD 11.2 mil. and MC Shipping
      Inc., Monaco (in the following referred to as “MC Shipping”) with a
      capital contribution of USD 4 mil. The mandatory capital contributions of
      the limited partners are due for payment upon request of the Managing
      Partner. 








		
      Limited
      partner in trust shall be the TERTIA Verwaltungsgesellschaft GmbH with its
      principal place of business in Grünwald (hereinafter referred to as
      “Fiduciary Partner”).








	3.	
      MIRAN
      Grundstücks-Verwaltungs-gesell-schaft mbH is entitled to split its limited
      partnership interest and to transfer it in whole or in part to new
      trustees/limited partners without the consent of the other partners and
      without the limitations set forth in § 6. The capital contribution of
      each new limited partner and of each partner participating indirectly by
      entering into a trust agreement with the Fiduciary Partner must have a
      minimum amount of [USD 250,000.00] or such higher amount which can be
      divided without balance by 10,000 or, in case of over-subscription, to the
      allocated smaller amount.








	4.	
      In
      general, only individual natural persons can become limited partners or
      trustees of the Fund Company. Any participation of private partnerships,
      married couples or other organisations or communities is precluded.
      However, in individual cases legal entities and partnerships can be
      admitted as partners. It is not permitted to acquire or to hold
      partnership interests as trustee for third parties. The above-mentioned
      restrictions do not apply to ALCAS GmbH, V.Ships (Germany) GmbH & Co.
      KG, MC Shipping, MIRAN Grundstücks-Verwaltungs-gesell-schaft mbH, the
      Fiduciary Partner, or third parties nominated by them and to third parties
      nominated by the Managing Partner in the event of a partner retiring
      according to § 7 of the Partnership
Agreement.








	5.	
      The
      mandatory capital contributions correspond to the amount of the limited
      partnership interest. The capital contributions entered into the
      commercial register in USD as minimum liability amount shall be 10% of the
      mandatory capital contribution.








	6.	
      The
      contributions are fixed capital contributions which are entered into a
      permanent account (Capital Account I) for each partner and which
      constitute the capital account of the partner. Unless otherwise provided,
      the Capital Account I is solely decisive for the participation of the
      partners in the assets, the profits and losses of the Fund Company, as
      well as for all partnership rights. Unless otherwise provided in this
      Agreement, the Capital Accounts I can only be amended by a unanimous
      decision of the partners. As further account for each partner, a variable
      capital account (Capital Account II) shall be established to enter
      profits, losses and withdrawals of profits, as well as contributions
      according to § 6 no. 4 and § 11 and a further Capital Account III in which
      the repayment of capital contributions will be recorded. The capital
      accounts shall not bear any interest. They shall be maintained in USD and
      the recorded amounts shall not be converted to
Euro.








	7.	
      All
      limited partners are obliged to provide the Fund Company with a notarised
      power of attorney in relation to the commercial register immediately after
      their accession, which authorises the general partner to undertake all
      actions in relation to entries in the commercial register for the entire
      term of the participation. Any costs related thereto shall be borne by the
      limited partners. The same applies to limited partners subsequently
      acceding due to legal succession.




 







-4-















§ 4

Legal
Position of the Partners participating by means of a Trust Agreement (Trustees),
Remuneration of Fiduciary Partner





	1.	
      The
      Fiduciary Partner holds and manages its participation in a fiduciary
      manner for the trustees with whom it has entered into trust agreements. It
      shall follow the instructions of the trustee. If no instructions of the
      trustee are available, the Fiduciary Partner shall exercise the partners
      rights except for the voting rights in the trustee’s best
      interest.








	2.	
      As
      between the partners and trustees, the trustees shall be considered and be
      treated as directly participating partners. This applies in particular to
      voting rights (cf. § 13), participation in the assets of the company,
      in profits and losses, settlement amounts and any liquidation funds as
      well as the exercise of partnership rights and the right to transfer their
      trustee position to third parties. The provisions of this partnership
      agreement apply accordingly to trustees even if they are not expressly
      mentioned.








	3.	
      For
      its willingness to take up the position as Fiduciary Partner including the
      actual assumption of the position as Fiduciary Partner, the Fiduciary
      Partner shall receive
      from the Fund Company a fixed remuneration in the amount of USD 5,000.00
      p.a. inclusive of statutory VAT. The remuneration is payable annually and
      in arrear on 30.12., the last time, on a pro rata basis, at the time of
      the liquidation of the Fund Company.










§ 5

Term
of the Company, Financial Year





	1.	
      The
      Fund Company is established for an unlimited period of
    time.








	2.	
      The
      financial year shall be the calendar year.










§ 6

Encumbrance
and Transfer of Partnership Interests





	1.	
      Any
      transfer, in whole or in part, encumbrance or other disposition of
      partnership interest shall only be valid with the prior and written
      consent of the Managing Partner. The consent may only be withheld for
      important reasons. A transfer of part of the partnership interest is not
      permitted if this would result in a partnership interest of an amount of
      less than USD 250,000.00 or of interest not dividable without balance
      by 10,000. § 3 no. 4 shall apply
accordingly.








		
      A
      disposition which results in the separation of the participation and the
      enjoyment of rights in the partnership interest, in particular the
      creation of a usufruct, is not permitted.








		
      In
      general, the transfer or other disposition of a partnership interest shall
      only become effective on 1 January following the year of such a
      transaction.








	2.	
      Any
      intended transfer, in whole or in part, encumbrance or other disposition
      shall be notified in due time and in writing to the Managing Partner for
      the purpose of providing consent.








	3.	
      In
      the event of any transfer to or other assumption of the position as
      partner by a third party, irrespective of whether in the course of
      inheritance or legal succession, all accounts according to § 3 no. 6 shall
      be continued unchanged and uniformly. In the event of a partial transfer
      of a partnership interest, accounts will be divided to separate accounts
      reflecting the portions of the division. It is not possible to transfer or
      assume individual rights and/or obligations with respect to individual
      partners accounts separately from the respective partnership
      interest.








	4.	
      All
      costs of a transfer in whole or in part, or of an encumbrance as well as
      an assignment in whole or in part, including in particular the costs of
      the registration with the commercial register, shall be borne vis-à-vis
      the Fund Company by the transferring or the encumbering partner and the
      acquiring party as jointly liable debtors. Furthermore, the
      transferring/encumbering partner and the acquiring party shall jointly be
      liable for the costs of the administrative efforts which the Fund Company
      is charged by its administrator, up to an amount of USD 2,000.00.
      Upon request of the Managing Partner, the partner immediately has to
      effect a contribution in the corresponding amount to its capital account
      (Capital Account II). § 11 shall remain
unaffected.








	5.	
      Notwithstanding
      the aforementioned provisions




 







-5-












 


	 	
      (a)
	
      the
      Fiduciary Partner shall be permitted to transfer its partnership interest
      at any time in whole or in part to a succeeding fiduciary partner or to
      its trustees and to assign dividend and withdrawal rights, liquidation and
      settlement payments it is entitled to as Fiduciary Partner, in each case
      on a pro rata basis, to its trustees;








	 	
      (b)
	
      in
      the event of a withdrawal of a partner pursuant to § 7 of the
      Partnership Agreement, the Managing Partner shall be authorised to
      transfer the partnership interest of the withdrawing partner to a third
      party.










§ 7

Termination,
Exclusion, Withdrawal





	1.	
      Each
      partner is entitled to terminate its participation in the Fund Company
      with effect at the end of 31.12.2012 by registered letter with a notice
      period of three months, thereafter with the same notice period with effect
      to the end of any fiscal year. The termination notice shall be addressed
      to the Fund Company. Receipt of the notice is decisive for compliance with
      the notice period. The partner giving notice withdraws from the Fund
      Company with effect of the date for which notice has been properly given.
      If within six months after receipt of the notice the partners liquidate
      the partnership, or if the Fund Company is liquidated for mandatory
      reasons at the time of the withdrawal of the partner giving notice, then
      the partner giving notice shall participate in the
      liquidation.








	2.	
      The
      Managing Partner is entitled and, under release from the restrictions
      pursuant to § 181 BGB, authorised to exclude a partner from the Fund
      Company with immediate effect by way of written unilateral declaration,
      if








	 	
      (a)
	
      the
      relevant partner, contrary to his obligations under § 6 no. 4 and
      § 11, does not immediately compensate the Fund Company for all
      disadvantages arising from a change of partners following written notice
      by the Managing Partner;








	 	
      (b)
	
      the
      relevant partner is subject to execution measures with respect to the
      partnership interest or








	 	
      (c)
	
      any
      other important reason is present.








		
      The
      partner ceases to be partner of the Fund Company with receipt of the
      exclusion declaration or at the declared later time. The exclusion
      declaration is deemed to be received three days from mailing to the last
      address advised to the Fund Company in
writing.








		
      In
      the case of execution measures being levied in relation to the partnership
      interest, the exclusion shall become invalid, if the relevant partner
      within one month following the receipt of the exclusion declaration proves
      that the execution measures have been cancelled. Until the expiry of that
      period, all payments relating to his partnership interest and arising from
      his position as partner shall be suspended with effect vis-à-vis all
      partners.








	3.	
      With
      the institution of insolvency or similar proceedings with regard to the
      assets of a partner, the partner in question shall retire from the Fund
      Company without any further act or notice being required by the Fund
      Company or the partners. The same shall apply if an application for the
      institution of insolvency or similar proceedings is rejected due to a lack
      of assets.








	4.	
      In
      all cases of the retirement or exclusion of a partner, the Fund Company
      shall continue to exist between the remaining partners. The partnership
      interest in the company assets of the ceasing partner shall accrue to the
      remaining partners in relation to their prior participation. The trustees
      shall participate in this accrual through the Fiduciary Partner. The
      capital contribution of the Fiduciary Partner shall be reduced in relation
      to the contribution of a ceasing trustee.








	5.	
      In
      the cases set forth in no. 2, the Managing Partner shall, at his
      discretion and under release from the limitations pursuant to § 181 BGB,
      as an alternative to exclusion also be entitled and authorised to transfer
      the partnership interest of the partner in question to one or more third
      parties nominated by the Managing Partner. The transfer shall be effected
      at the value set out in § 9.




 

§ 8

Death
of a Partner

 







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	1.	
      If
      a partner dies, his participation shall be transferred to his heirs at the
      time of the heritable succession (subrogation). The Fund Company will be
      continued with the heirs. The heirs must prove their position by
      presenting a certificate of probate, the executor by presentation of a
      certificate of executorship. If foreign documents are presented to the
      Fund Company in order to prove succession rights or the rights of
      disposition, the Fund Company shall be entitled to have these documents
      translated and/or to obtain a legal opinion concerning the legal effect of
      the submitted documents at the costs of the person relying on these
      documents. The Fund Company can waive the right to request a certificate
      of inheritance or an executor’s certificate, if a notarised copy of a
      public deed is submitted containing the last will (notary will/inheritance
      contract), together with the official deed stating its publication. The
      Fund Company may consider those parties which are set forth as successors
      or executors as being the entitled parties and may reregister the deceased
      partner’s interest in the name of these persons, may have these persons
      dispose over the partnership interest and may in particular make payments
      to these persons with discharging effect for the
    partnership.








	2.	
      Until
      presentation of sufficient proof of inheritance according to no. 1, the
      voting rights and the other partner rights of the heirs with the exception
      of the participation in profits and loss shall be suspended. During this
      time, the Fund Company is entitled to make distributions/withdrawals or
      other payments with the discharging effect to the last nominated account
      of the deceased person.








	3.	
      Transfers
      in compliance with legacies and instructions to apportion the estate as
      well as in cases of a distribution of a deceased estate shall be made
      pursuant to § 6. Notwithstanding § 6, the transfer of the
      partnership interest can be made with effect from the time of the
      fulfilment of the testamentary disposition and the succession,
      respectively, without the approval of the Managing Partner. The minimum
      participation shall not fall short as a result of
this.




 

§ 9

Settlement
with retiring Partners/Compensation





	1.	
      If
      a partner retires from the Fund Company due to a termination pursuant to
      § 7 no. 1, his compensation shall be based on the market value of his
      partnership interest. Payment of the compensation cannot be requested
      before the expiration of six months following his retirement. Until
      payment, the compensation shall bear interest at the then applicable
      market interest rate.








	2.	
      If
      a partner retires according to § 7 no. 3 or by way of exclusion
      pursuant to § 7 no. 2, he shall be entitled to compensation in USD in
      the amount of the nominal value of his partnership interest as determined
      on the basis of the final balance of the financial year prior to the year
      of his retirement/exclusion but taking into consideration the profits
      accrued as well as amounts withdrawn in the meantime and unsettled cost
      and tax reimbursement obligations according to § 6 no. 4 and
      § 11.








		
      The
      payments to be made by the partner shall be due four weeks upon request by
      the Fund Company. Amounts payable by the Fund Company shall also be due
      four weeks upon request by the retiring partner, however, at the earliest
      twelve months after the retirement of the respective
    partner.








	3.	
      § 6
      no. 1 and § 11 shall apply
accordingly.








	4.	
      The
      retiring partners are not entitled to request any security for their
      compensation claims. They may not request indemnification from liabilities
      of the partnership or from future claims by creditors of the partnership.
      Notwithstanding this provision, however, the general partner and the
      Fiduciary Partner may request indemnification from continuing liability
      for claims against the partnership at the time of their retirement from
      the partnership.




 

§ 10

Exclusion
MC Shipping





	1.	
      The
      Managing Partner is entitled and authorised under release from the
      limitations pursuant to § 181 BGB to reduce the partnership interest of MC
      Shipping (Capital Account I) or to exclude MS Shipping from the Fund
      Company by unilateral written notice with immediate effect, if and to the
      extent MC Shipping does not comply with its payment obligations under the
      MC Agreement with the Fund Company within one week upon request by the
      Fund Company. 




 







-7-












 


	2.	
      The
      compensation of MC Shipping in case of a reduction of its partnership
      interest or its exclusion according to no. 1 will be determined on the
      basis of the market value of the partnership interest. In case no
      agreement can be reached between the Managing Partner and MC Shipping in
      respect to the market value, the Managing Partner shall be entitled to
      instruct Moore Stephens to issue an expert opinion in respect to the fair
      market value at the costs and expenses of MC Shipping. The fair market
      value determined by Moore Stephens shall be binding upon the
      parties.








	3.	
      The
      Fund Company can set off its claims under the MC Agreement, at its
      discretion, with either the partnership interest of MC Shipping in the
      Fund Company on the basis of the fair market value according to no. 2 or
      with the compensation claim of MC Shipping.








	4.	
      § 6
      no. 4 and § 11 shall apply accordingly. § 7 shall remain
      unaffected.




 

§ 11

Levies
and Cost Charges of the Company





	1.	
      Charges
      of the Fund Company by levies (i.e. taxes, fees, membership dues) and
      other costs, which result from the acts of a partner or are a result of
      the person or legal structure of a partner, shall be borne by the
      respective partner triggering the charge and any successor (with regard to
      the relevant partnership interest) as jointly liable debtors. Upon request
      of the Managing Partner, such person has to immediately effect a
      contribution in the corresponding amount to its variable capital account
      (Capital Account II).








	2.	
      The
      obligation to repay levies and costs according to no. 1 in particular
      includes any trade tax charges of the Fund Company which result
      from








	 	
      (a)
	
      that
      the gained profit of the partner due to the sale or other transfer of its
      partnership interest having to be considered in the trade income of the
      Fund Company or any trade tax loss carry forward of the Fund Company can
      no longer be used;








	 	
      (b)
	
      that
      in the course of a liquidation of the Fund Company or the exclusion or
      retirement of a partner, the trade income of the Fund Company is increased
      for reasons, which are a result of in the person or the legal structure of
      one or more partners, or any loss carry forward of the Fund Company for
      trade tax purposes can no longer be used;








	 	
      (c)
	
      that
      a profit for cessation of the business of the Fund Company arises in the
      course of the liquidation, which increases the trade income of the Fund
      Company as a result of all or some of the partners are not directly
      participating natural persons;








	 	
      (d)
	
      that
      the income of the Fund Company for trade tax purposes is increased by the
      fact that the compensation balance/profit of the retiring partner has to
      be considered in the determination of the trade income of the Fund
      Company;








	 	
      (e)
	
      that
      separate business income arises with a partner and/or a negative
      supplementary balance sheet has to be prepared for a partner and as a
      result the income of the Fund Company for trade tax purposes is
      increased.








	3.	
      The
      Fund Company has to provide the cost bearing partner with suitable
      evidence in order to establish its claim for reimbursement. To the extend
      and as long as the amount of the reimbursement claim cannot be specified,
      the Fund Company is entitled in the case of a liquidation of the Fund
      Company and the exclusion of a partner, respectively, to exercise a right
      of retention in the amount of the approximate reimbursement claim against
      the claim for distribution of the compensation balance in case of
      retirement or of the liquidation proceeds in case of liquidation as
      security for its reimbursement claim against the respective partner. In
      the case of a transfer or other disposal of a partnership interest, the
      Managing Partner may request appropriate security for this reimbursement
      claim of the Fund Company as a condition for its required approval
      according to § 6 no. 1. As soon as the Fund Company is able to ascertain
      the amount of its reimbursement claim, in particular after receipt of the
      respective tax assessment, the final settlement of accounts has to be
      prepared by the Fund Company without undue
delay.




 







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§ 12

Management,
Representation





	1.	
      Managing
      Director of the Fund Company is the personally liable partner MUNIA
      Mobilien-Verwaltungsgesellschaft mbH; it has sole power of representation
      of the Fund Company towards third parties. The Managing Partner is
      authorised to transfer the management to third parties partly or in
      total.








	2.	
      The
      Managing Partner is released from the limitations of Section 181 German
      Civil Code.








	3.	
      Acts
      exceeding the ordinary business according to Section 116 para. 1 German
      Commercial Code may only be performed by the Managing Partner with the
      consent of the partners. The ordinary course of business shall
      particularly include:








	 	
      (a)
	
      the
      acquisition of the ships “MS Maersk Belawan”, “MS Maersk Brisbane”, “MS
      Ankara” and “MS Maersk Barcelona”; 








	 	
      (b)
	
      the
      entering into and implementation of management
  contracts;








	 	
      (c)
	
      the
      entering into of all contracts which are necessary for the operation of
      ships, especially purchase contracts, insurance policies, as well as hire
      and employment contracts;








	 	
      (d)
	
      the
      entering into an Agreement with MC Shipping in relation to the
      compensation of excess and shortfall of operating costs and regarding the
      guarantee of payments by MC Shipping (the “MC
      Agreement”);








	 	
      (e)
	
      the
      entering into agreements providing for rights of first refusal in respect
      to the ships set forth in (a) above;








	 	
      (f)
	
      the
      performance of repairs including the replacement of equipment which in any
      single case do not exceed USD 0,5 million as well as repairs of damages
      which are insured under existing insurance policies or which have to be
      compensated for by third parties;








	 	
      (g)
	
      the
      entering into or assumption of the existing charter party with A.P.
      Moeller-Maersk A/S as well as the implementation and amend-ment of
      charter-parties;








	 	
      (h)
	
      the
      chartering of ships for a term of up to 6
months;








	 	
      (i)
	
      the
      entering into of loan agreements and security documents including the
      encumbrance of vessels with mortgages and the assignment of other
      objects;








	 	
      (j)
	
      the
      entering into of marketing contracts and contracts with brokers,
      charter-party agent contracts, financing agency agreements, consulting
      contracts and concept agreements;








	 	
      (k)
	
      the
      change of register and flag of vessels as well as any measures connected
      thereto;








	 	
      (l)
	
      the
      execution of the option for tonnage taxation (§ 5a German Income Tax
      Act - Tonnage Tax)








	 	
      (m)
	
      granting
      credits (e.g.: agreeing on credit periods);








	 	
      (n)
	
      the
      entering into of administrative contracts and agency
      contracts;








	 	
      (o)
	
      the
      entering into of agreements relating to the placement of
      equity;








	 	
      (p)
	
      the
      decision on the introduction, amount and use of a reserve of liquid
      assets;








	 	
      (q)
	
      bookkeeping
      and handling of payment transactions;








	 	
      (r)
	
      the
      enforcement (in and out of court) of all rights and compliance with all
      duties from the above-mentioned contracts including
      settlements.







The right
to enter into agreements also includes the amendment and cancellation of such
agreements. 





	4.	
      Claims
      for damages against the Managing Partner arising from the partnership
      relationship shall only exist in the case of a grossly negligent or wilful
      breach of duties by the Managing Partner. This shall also apply in respect
      to a responsibility for a third party in accordance with Section 278
      German Civil Code. Such claims for damages resulting from the partnership
      relationship shall be subject to a limitation period of six months after
      the applicant(s) obtained knowledge about the act leading to the claim for
      damages at the latest, however, such limitation period shall be three
      years after the act resulting the claim for damages has been performed or
      the necessary act has been omitted.




 







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§ 13

Partners’
Resolutions





	1.	
      Partner’s
      Resolutions are adopted in writing and, generally, by way of a circulating
      procedure (Umlaufverfahren).








	2.	
      Annually
      prior to September 30, a resolution for the determination of the Annual
      Fiscal Statement of the previous fiscal year shall be
    adopted.








	3.	
      The
      managing director conducts the passing of the resolution. He stipulates
      the due date which shall not less than four weeks after the mailing of the
      resolution documents to the partners/trustees. The resolution documents
      are properly sent out, if they are mailed to the last address of the
      partner given to the Fund Company in writing. In the event that the
      residence of a partner is unknown or if the resolution documents cannot be
      delivered to him for other reasons, his voting rights are suspended until
      this situation is eliminated. The invitation for the adoption of a
      resolution shall include all voting topics, shall specify the precise
      proceedings and the last day of voting as well as the number of votes of
      the respective partner. A quorum in circulating proceedings shall be
      present, once the aforementioned formal requirements are
    met.








		
      In
      circulating proceedings, resolutions are validly adopted upon receipt of
      the necessary votes by the Fund Company on the end of the last voting day.
      Receipt is required for the observance of the deadline. The partners shall
      be notified in writing by the Fund Company about the result of the
      resolution.








	4.	
      Each
      partner can request from the Fund Company an extraordinary vote for
      important reasons by naming the reason and the voting topic. The Fund
      Company shall conduct this extraordinary vote in circulating proceedings.
      In urgent matters the deadline for the casting of the votes can be reduced
      to ten days after the mailing of the resolution documents.
  








	5.	
      In
      the event of an important reason, the managing director may abstain from
      circulating proceedings. In such an event, he has to convene a partners
      meeting at a location determined by him. The invitation shall include
      notification of the agenda and shall be issued at least within four weeks
      prior to the date of the meeting, the date as per postmark being decisive.
      In the case of urgency, the deadline can be reduced to ten days. The
      invitation is duly mailed if it is mailed to the last address given to the
      Fund Company in writing. In the event that the residence of a partner is
      unknown or if he cannot be invited to the Partners’ Meeting for other
      reasons, his voting rights are suspended until this situation is solved,
      unless a representative notified to the Fund Company in
      writing.




 


		
      The
      Partners' Meeting is chaired by the Managing Partner or by a third person
      mandated and authorized by the Managing Partner (chairman of the meeting).
      The Managing Partner shall appoint a secretary to keep the minutes. The
      minutes of the votes shall be signed by the secretary and by the chairman
      of the meeting, and a copy shall be posted to the
  partners.








		
      The
      Partners' Meeting has a quorum, if all partners have been properly invited
      and the Managing Partner as well as the Fiduciary Partner are present or
      represented.








		
      Each
      trustee/limited partner can be represented at a Partners' Meeting only by
      one other trustee/limited partner, his spouse, a parent, a child of full
      age, an executor or by his general agent. Representation by a person not
      included in the foregoing sentence requires the consent of the Managing
      Partner which can only be withheld for important reasons. A respective
      power of attorney must be in writing and must be handed out to the
      chairman of the meeting at the beginning of the Partners'
      Meeting.








		
      Each
      trustee may authorize the Fiduciary Partner to execute his voting rights,
      and has the right to instruct him with respect to the voting topics; he
      can also give him the general instruction to vote pursuant to his proper
      discretion. The partners hereby expressly consent to a split exercise of
      the voting rights by the Fiduciary Partner as a result of different
      instructions by the trustees.




 







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      The
      costs for participation in a Partners' Meeting and for a possible
      representation shall be borne by each trustee/limited
    partner.








	6.	
      Each
      full USD 1,000 of any capital contribution of a partner or trustee
      shall grant one vote. The general partner has 100 votes. The trustees have
      their own voting rights based on their partnership interests. The
      Fiduciary Partner shall not have any own voting rights, not even in
      extraordinary matters.








	7.	
      In
      particular, the following issues require a partner’s
      resolution:








	 	
      (a)
	
      approval
      and adoption of the annual balance sheet and the profit and loss
      statement;








	 	
      (b)
	
      allocation
      of annual profits and losses including the exercise of accounting method
      options;








	 	
      (c)
	
      discharge
      of the management;








	 	
      (d)
	
      election
      of the auditor, unless otherwise set forth in this
    Agreement;








	 	
      (e)
	
      amendments
      to the Partnership Agreement;








	 	
      (f)
	
      dissolution
      of the partnership;








	 	
      (g)
	
      Purchase
      and sale of ships unless the purchase or sale occurs exclusively in
      connection with a flag or register change;








	 	
      (h)
	
      chartering
      of ships for a term of more than six months unless the charter occurs
      exclusively in connection with a flag or register
  change;








	 	
      (i)
	
      the
      decision on the undertaking of special surveys for the extension of the
      class certificates of ships;








	 	
      (j)
	
      the
      performance of repair works including the replacement of equipment which
      in any single case exceed USD 0,5 million with the exception of repairs of
      damages which are insured under existing insurance policies or which have
      to be compensated by third parties. 








	8.	
      Resolutions
      made in circulating proceedings and resolutions adopted in the Partners'
      Meeting shall be adopted with single majority of votes cast, unless this
      Partnership Agreement or mandatory statutory law provide otherwise. In
      case of more than two alternative decisions, the one that has obtained the
      highest number of votes shall be adopted. Abstentions, not or delayed
      casts of votes (§ 13 no. 3, para. 2) as well as votes which are
      invalid for other reasons shall not be taken into
  account.








	9.	
      Amendments
      to the Partnership Agreement and the dissolution of the Fund Company
      require a majority of the votes cast and the consent of the Managing
      Partner. The exclusion of a general partner, the revocation of
      authorisation and the revocation of power of management can only be
      resolved by a majority of 3⁄4 of the votes cast, unless an important reason
      exists.








	10.	
      Resolutions
      amending this agreement which do not formally and substantially treat all
      Partners equally, or which impose additional obligations on the Partners,
      or which change the legal position of the Managing Partner to its
      disadvantage, require the approval of all
Partners.








	11.	
      Resolution
      adopted in circulating proceedings or in a Partners' Meeting can only be
      challenged within one month after the mailing of the voting results or the
      minutes of the meeting. Upon the expiration of this period, any defect
      will be deemed to be cured.




 

§ 14

Financial
Statements, Distribution of the Net Annual Profits, Extraordinary Operating
Revenues and Expenses





	1.	
      The
      financial statements for the past fiscal year shall be prepared within the
      statutory periods. It shall be adopted by a Partners’ Resolution in
      circulating proceedings. The statutory provisions and the generally
      accepted accounting principles apply to the preparation of the balance
      sheet as well as the preparation of the profit and loss statement. The
      financial statements shall be signed by the Managing Partner. The
      financial statements shall be reviewed by an accountant appointed by the
      Partners by way of a resolution, or by an auditing firm appointed in the
      same manner. A copy of the financial statements or, alternatively, a
      summary has to be provided to all partners / trustees at the latest
      together with the voting documents for the annual voting. The auditor for
      the fiscal year 2005 shall be determined by the Managing
      Partner.




 







-11-













 


		
      To
      the extent legally permissible, all accounts and statements shall be
      prepared exclusively in USD currency and on the basis of German accounting
      principles. The financial statements and the tax balance sheet shall be
      derived therefrom and shall be prepared in Euro currency pursuant to the
      statutory provisions.








		
      For
      all monetary claims and rights of a partner, the financial statements in
      USD shall exclusively be decisive, cf. § 3 no. 6.









	2.	
      Prior
      to distribution of the results, the Managing Partner shall receive a lump
      sum of USD 5,000.00 per annum plus a possible statutory turnover tax for
      his expenses inclusive of his costs to maintain his legal structure and as
      a remuneration for his personal liability, as well as for taking over the
      duties of the management. He shall receive his compensation even in case
      of losses. It shall be paid annually in arrear at 30
    December.








	3.	
      Also
      prior to the distribution of the results all levies and cost charges
      pursuant to section 6 no. 4 and section 11 shall be reimbursed to the
      particular partner.








	4.	
      Apart
      from this, the partners - save as provided in § 15 - participate in
      the profits and the losses of the Fund Company in accordance with the
      ratio of their partnership interests (Capital Account
  I).








	5.	
      The
      Managing Partner is authorised to distribute the earned cash surplus of
      the Fund Company to the partners as long as no different resolution is
      passed by the partners and subject to the setting up of a cash reserve in
      an amount considered adequate by the Managing Partner. Save as provided in
      para. 6, the distributions/withdrawals shall be made irrespective of a
      profit/loss and according in relation to the respective partnership
      interest. In principle, the distributions / withdrawals
      shall be effected on an annual basis on 01 March of each year, and for the
      first time at 01 March 2006 or upon receipt of the proceeds from the sale
      of the ships, respectively.








	6.	
      In
      case of an advance profit allocation according to § 15 no. 1 and 2, a
      distribution/withdrawal by the partners in the amount of their respective
      advance profit allocation portion shall be effected upon receipt of the
      proceeds from the sale of the ship.








	7.	
      All
      distributions/withdrawals shall generally be made in USD. However, each
      partner is entitled to request the exchange of his USD
      distribution/withdrawal to Euro. The exchange shall be effected at the
      conversion rate attained by the Fund Company two banking days before the
      distribution. All costs incurred in connection with the
      distribution/withdrawal and any exchange thereof shall be borne by the
      respective partner and will be set off against the distribution
      amount.








	8.	
      Without
      further request, each trustee / limited
      partner has to notify the management about any extraordinary operating
      revenues and expenses until January 31 of the year subsequent to a fiscal
      year.




 

§ 15

Profit
allocation at the Sale of Ships





	1.	
      In
      departure from § 14 no. 4, the net liquidity-surpluses resulting from
      the sale of each of the ships specified in § 12 no. 3 (a) shall be
      allocated to the partners pursuant to the provisions of no. 3 as advance
      profit distribution if the special survey (special inspection) necessary
      for the extension of the current class certificate of a ship is not
      carried out or is rejected and the ship is sold (transfer of Bill of Sale)
      for scrapping or any other use within a period of 150 days before or 180
      days after the due date of the special survey. Pursuant to the current
      class certificates of the ships, the next special survey will be due on 19
      February 2008 (MS Maersk Belawan), 13 September 2008 (MS Maersk Brisbane),
      16 February 2009 (MS Ankara) and on 6 June 2009 (MS Maersk Barcelona). The
      reduction of the book values in respect to each ship will be allocated to
      the partners in accordance with the ratio of their partnership
      interests.








	2.	
      Of
      the net sales proceeds (sales proceeds minus all costs, expenses and
      duties incurred in connection with the sale) 100% of amounts between
      USD 3.9 mil. and USD 4.9 mil. and 40% for amounts higher than
      USD 4.9 mil. shall be allocated to MC Shipping as advance profit
      distribution. In case the net sales proceeds are less than USD 3.9
      mil., MC Shipping shall not be entitled to any advance profit distribution
      allocation. In case the capital contribution of MC Shipping (Capital
      Account I) has a nominal value of less than USD 4 mil. at the time of
      the sale of the ship (delivery of Bill of Sale), the advance profit
      distribution allocation shall be reduced accordingly. The amount of the
      net sales proceeds not allocated to MC Shipping, minus the open balance of
      the loan in respect to such ship at the date of such sale shall be
      allocated amongst the other partners in accordance with the ratio of their
      respective partnership interests as advance profit, if a surplus exists.
      The advance profit distribution allocations shall also be effected in the
      case of a loss of the Fund Company in the relevant business
      year.




 







-12-












 


	3.	
      In
      the case of a sale of a ship not complying with the requirements set forth
      in no. 1, the profit allocation shall be effected pursuant to § 14
      no. 4 in relation to the respective capital interest of the
      partners.




 

§ 16

Liability
to Pay Additional Contributions, Competition Restrictions, Duty of
Confidentiality





	1.	
      An
      obligation to pay additional contributions exceeding those set forth in
      § 6 no. 4 and § 11 can only be created with the votes of all
      partners and trustees. Liabilities of the limited partners vis-à-vis the
      creditors of the partnership pursuant to §§ 171 et. seq. HGB shall
      remain unaffected.








	2.	
      The
      trustees/partners are not subject to any competition
      restrictions.








	3.	
      The
      limited partners and trustees are subject to a duty of confidentiality
      vis-à-vis unconcerned third parties with respect to all matters of the
      partnership.




 

 

§ 17

Dissolution
and Liquidation





	1.	
      The
      liquidation of the Fund Company is carried out by the managing director or
      the liquidator/s appointed by him. The managing director is free to
      appoint a natural person or a legal entity.








	2.	
      The
      sales proceeds shall first be used to comply with payment obligations of
      the Fund Company vis-à-vis third party creditors, and payment obligations
      of the Fund Company towards partners thereafter. The remainder shall be
      distributed to the partners (taking into account their capital accounts)
      in relation to their interest in the assets of the company (Capital
      Account I). A liability of the general partner for the compliance with the
      payment claims of the partners shall be
excluded.








	3.	
      An
      advance profit allocation according to § 15 at the time of the
      dissolution of the Fund Company shall remain
unaffected.








	4.	
      § 11
      shall apply accordingly.










§ 18

Costs
of the Agreement

 


The costs
for the establishing of the Fund Company, for this Partnership Agreement and its
implementation including all potentially accruing taxes of any kind shall be
borne by the Fund Company. This shall not apply for the costs for the
notarisation of the powers of attorney for the Commercial Register as well as
for the cost for changes of the registration with the Commercial Register which
are the result of assignments or partial assignments of partnership interests as
well as other dispositions with regard to partnership interests. Unless
otherwise set forth in this Agreement, these costs shall be borne by the
respective partner who has caused the changes. This shall also apply to changes
of the Commercial Register in the event of death.


 

§ 19

Data
protection

 


Upon
acceptance of the declaration of accession, the Fiduciary Partner will store all
data provided by the limited partners/trustees in its declaration of accession
together with potential other data in direct connection with the participation.
The Fiduciary Partner shall not provide information with regard to the
participation to persons other than the Fund Company, the Fiduciary Partner, the
administrator of the Fund Company as well as its parent company, the
distribution partners, tax consultants, accountants, and the financing bank
unless the trustee/limited partner has explicitly consented in
writing.


 







-13-













 

The
trustee/limited partner is obliged to inform the Fiduciary Partner about any
changes of the information provided in the declaration of
accession.


 


The
trustee/limited partner has acknowledged and consents that within the scope of
this Partnership Agreement, personal data will be stored and made use of in data
processing facilities. Upon termination of the participation, all data will be
deleted.





§ 20

Invalidity
of Individual Clauses, Miscellaneous





	1.	
      Should
      a provision of this Agreement be or become void or invalid, the remaining
      provisions shall remain unaffected. The void or invalid clause shall be
      replaced by provisions in compliance with to the applicable laws and the
      economic purpose of the void or invalid clause. In case of omissions, a
      provision shall apply that would have been agreed upon had the matter been
      thought about beforehand.








	2.	
      Supplementary
      agreements as well as amendments and additions to this contract including
      these provisions have to be made in writing if they are not passed by
      partners’ resolutions in accordance with the provisions of this
      Partnership Agreement. A fixed connection of this Partnership Agree-ment
      to amending resolutions / agreements
      or other contracts and declarations - especially those which are referred
      to herein - shall be waived.








	3.	
      As
      far as this agreement makes a reference to indexes or interest reference
      rates and these are not listed or published anymore, the substitute index
      or substitute interest reference rate provided for by law shall apply or,
      in case this does not exist, a substitute index or substitute interest
      reference rate shall be chosen by the Managing Partner in good
      faith.








	4.	
      This
      Partnership Agreement shall be subject to German law. Legal venue shall be
      Munich.







This
Partnership Agreement supersedes the Partnership Agreement of
16/10/2003.




Grünwald,
this 
04/01/2005







MUNIA
Mobilien-Verwaltungsgesellschaft mbH




 

MIRAN
Grundstücks- Verwaltungsgesell-schaft mbH




 

MC
Shipping Inc.




 

TERTIA
Beteiligungstreuhand GmbH

 

-14-