Exhibit 10.3.5

         CODE WORD FOR THIS CHARTER PARTY           "SHELLTIME 4"
Issued December 1984

                                                              TIME CHARTER PARTY



                    IT IS THIS DAY 20 of October 2004 AGREED between Victory
                    Ltd. of Hamilton, Bermuda (hereinafter referred to as
                    "Owners"), being owners of the good motor tanker vessel
                    called M/T "STENA VICTORY" (hereinafter referred to as "the
                    vessel") described as per Clause 1 hereof and CM V-MAX II
                    Limited of Hamilton, Bermuda (hereinafter referred to as
                    "Charterers"):

Description and          1. At the date of delivery of the vessel under this
Condition of        charter
Vessel
                            (a) she shall be classed:

                            (b) she shall be in every way fit to carry crude
                    petroleum and/or its products;

                            (c) she shall be tight, staunch, strong. in good
                    order and condition, and in every way fit for the service.
                    with her machinery, boilers. hull and other equipment
                    (including but not limited to hull stress calculator and
                    radar). in a good and efficient state:

                            (d) her tanks. valves and pipelines shall be
                    oil-tight:

                            (e) she shall be in every way fitted for burning
                    at sea - fueloil with a maximum viscosity of 380 as per ISO
                    8217:1996 RMH 35 Centistokes at 50 degrees Centigrade for
                    main propulsion. marine diesel oil as per ISO 8217:1996 DMC
                    for auxiliaries
                    in port - marine diesel oil for auxiliaries;

                            (f) she shall comply with the regulations in force
                    so as to enable her to pass through the Suez and Panama
                    Canals by day and night without delay:

                            (g) she shall have on board all certificates,
                    documents and equipment required from time to time by any
                    applicable law to enable her to perform the charter service
                    without delay;

                            (h) she shall comply with the description in
                    Questionnaire 88 appended hereto, provided however that if
                    there is any conflict between the provisions of
                    Questionnaire 88 and any other provision, including this
                    Clause 1, of this charter such other provision shall govern.

Shipboard                2. (a) At the date of delivery of the vessel under this
Personnel           charter and throughout the duration of this Charter
and their Duties

                                   (i) she shall have a full and efficient
                    complement of master, officers and crew for a vessel of her
                    tonnage. who shall in any event be not less than the number
                    required by the laws of the flag state and who shall be
                    trained to operate the vessel and her equipment competently
                    and safely;

                                   (ii) all shipboard personnel shall hold valid
                    certificates of competence in accordance with the
                    requirements of the law of the flag state;

                                   (iii) all shipboard personnel shall be
                    trained in accordance with the relevant provisions of the
                    International Convention on Standards of Training.
                    Certification and Watch keeping for Seafarers. 1978;

                                   (iv) three shall be on board sufficient
                    personnel with a good working knowledge of the English
                    language to enable cargo operations at loading and
                    discharging places to be carried out efficiently and safely
                    and to enable communications between the vessel and chose
                    loading the vessel or accepting discharge therefrom to be
                    carried out quickly and efficiently.

                            (b) Owners guarantee that throughout the charter
                    service the master shall with the vessel's officers and
                    crew, unless otherwise ordered by Charterers,

                                   (i) prosecute all voyages with the utmost
                    despatch:

                                   (ii) render all customary assistance; and

                                   (iii) load and discharge cargo as rapidly as
                    possible when required by Charterers or their agents to do
                    so, by night or by day, but always in accordance with the
                    laws of the place of loading or discharging (as the case may
                    be) and in each case in accordance with any applicable laws
                    of the flag state.

Duty to                  3. (i) Subject to Clause 94 throughout the charter
Maintain            service Owners shall, whenever the passage of time, wear and
                    tear or any event (whether or not coming within Clause 27
                    hereof) requires steps to be taken to maintain or restore
                    the conditions stipulated in Clauses 1 and 2(a), exercise
                    due diligence so to maintain or restore the vessel.

                            (ii) If at any time whilst the vessel is on hire
                    under this charter the vessel fails to comply with the
                    requirements of Clauses 1, 2(a) or 10 then hire shall be
                    reduced to the extent necessary to indemnify Charterers for
                    such failure. If and to the extent that such failure affects
                    the time taken by the vessels to perform any services under
                    this charter, hire shall be reduced by an amount equal to
                    the value, calculated at the rate of hire, of the time so
                    lost.

                            (iii) If Owners are in breach of their obligation
                    under Clause 3(i) Charterers may so notify Owners in
                    writing; and if, after the expiry of 30 days following the
                    receipt by Owners of any such notice, Owners have failed to
                    demonstrate to Charterers' reasonable satisfaction the
                    exercise of due diligence as required in Clause 3(i). the
                    vessel shall be off-hire, and no further hire payments shall
                    be due, until Owners have so demonstrated that they are
                    exercising such due diligence.




Period Trading      4. Owners agree to let and Charterers agree to hire the
Limits              vessel for a period of five years commencing on the date of
                    delivery under the Memorandum of Agreement for the vessel,
                    dated as of the date hereof, between Owners and CM V-MAX II
                    Limited, Bermuda, (the "MOA"), unless extended under Clause
                    49 for the purpose of carrying all lawful merchandise
                    (subject always to Clause 28) within the trading limits
                    agreed in Clause 45. Notwithstanding the foregoing, but
                    subject to Clause 35. Charterers may order the vessel to
                    ice-bound waters or to any part of the world outside such
                    limits provided that Owners consent thereto (such consent
                    not to be unreasonably withheld) and that Charterers pay for
                    any insurance premium acquired by the vessels underwriters
                    as a consequence of such order.

                    premium required by the vessel's underwriters as a
                    consequence of such order.

                         Charterers shall use due diligence to ensure that the
                    vessel is only employed between and at safe places (which
                    expression when used in this charter shall include ports,
                    berths, wharves. docks. anchorages. submarine lines,
                    alongside vessels or lighters, and other locations including
                    locations at sea) where she can safely lie always afloat.
                    Notwithstanding anything contained in this or any other
                    clause of this charter, Charterers do not warrant the safety
                    of any place to which they order the vessel and shall be
                    under no liability in respect thereof except for loss or
                    damage caused by their failure to exercise due diligence as
                    aforesaid. Subject as above, the vessel shall be loaded and
                    discharged at any places as Charterers may direct, provided
                    that Charterers shall exercise due diligence to ensure that
                    any ship-to-ship transfer operations shall conform to
                    standards not less than those set out in the latest
                    published edition of the ICS/OCIMF Ship-to-Ship Transfer
                    Guide.

                         The vessel shall be delivered by Owners at a port or at
                    sea at Charterer's option and redelivered to Owners at a
                    major oil port world wide at Charterers' option.

Laydays/                 5. The delivery of the vessel under this Charter shall
Cancelling          be deemed to have occurred and this Charter shall be
                    effective as of delivery of the Vessel to the Owners under
                    the MOA. See Clause 99.

Owners to                6. Owners undertake to provide and to pay for all
Provide             provisions, wages, and shipping and discharging fees and all
                    other expenses of the master, officers and crew; also,
                    except as provided in Clauses 4 and 34 hereof, for all
                    insurance on the vessel, for all deck, cabin and engine-room
                    stores, and for water; for all drydocking, overhaul,
                    maintenance and repairs to the vessel; and for all
                    fumigation expenses and de-rat certiciates. Owners'
                    obligations under this Clause 6 extend to all liabilities
                    for customs or import duties arising at any time during
                    the performance of this charter in relation to the personal
                    effects of the master, officers and crew, and in relation to
                    the stores, provisions and other matters aforesaid which
                    Owners are to provide and pay for and Owners shall refund to
                    Charterers any sums Charterers or their agents may have paid
                    or been compelled to pay in respect of any such liability.
                    Any amounts allowable in general average for wages and
                    provisions and stores shall be credited to Charterers
                    insofar as such amounts are in respect of a period when the
                    vessel is on-hire.

Charterers to           7. Charterers shall provide and pay for all fuel, towage
Provide             and pilotage and shall pay agency fees, port charges,
                    commissions, expenses of loading and unloading cargoes,
                    canal dues and all charges other than those payable by
                    Owners in accordance with Clause 6 hereof, provided that all
                    charges for the said items shall be for Owners' account when
                    such items are consumed, employed or incurred for Owners'
                    purposes or while the vessel is off-hire (unless such items
                    reasonably relate to any service given or distance made good
                    and taken into account under Clause 21 or 22); and provided
                    further that any fuel used in connection with a general
                    average sacrifice or expenditure shall be paid for by
                    Owners.

Rate of                  8. Subject as herein provided, Charterers shall pay for
Hire                the use and hire of the vessel at the rate agreed in Clause
                    47 per day, and pro rata for any part of a day, from the
                    time and date of her delivery UTC until the time and date of
                    her redelivery (UTC) to Owners.

Payment of               9. Payment of hire shall be made in immediately
Hire                available funds to:

                    a bank and bank account nominated by the Owners per calendar
                    month in advance, less any hire paid which Charterers
                    reasonably estimate to relate to off-hire periods.

                    Charterers shall not be responsible for any delay or error
                    by Owners' bank in crediting Owners' account provided that
                    Charterers have made proper and timely payment.

                    In default of such proper and timely payment,

                            (a) Owners shall notify Charterers of such default
                    and Charterers shall within seven days of receipt of such
                    notice pay to Owners the amount due including interest,
                    failing which Owners may withdraw the vessel from the
                    service of Charterers without prejudice to any other rights
                    Owners may have under this charter or otherwise; and

                            (b) Interest on any amount due but not paid on the
                    due date shall accrue from the day after that date up to and
                    including the day when payment is made, at a rate per annum
                    which shall be 1% above the U.S. Prime Internet Rate as
                    published by the JP Morgan Chase in New York at 12.00 New
                    York time on the due date, or, if no such interest rate is
                    published on that day, the interest rate published on the
                    next preceding day on which such a rate was so published,
                    computed on the basis of a 360 day year of twelve 30-day
                    months, compounded semi-annually.


Space                    10. The whole research, burthen and decks of the vessel
Available to        and any passenger accommodation (including Owners' suite)
Charterers          shall be at Charterers' disposal, reserving only proper and
                    sufficient space for the vessel's master, officers, crew,
                    tackle, apparel, furniture, provisions and stores, provided
                    that the weight of stores on board shall not, unless
                    specially agreed, exceed 350 tonnes at any time during the
                    charter period.

Overtime                 11. Overtime pay of the master, officers and crew in
                    accordance with ship's articles shall be for Charterers
                    account when incurred, as a result of complying with the
                    request of complying with the request of Charterers or their
                    agents, for loading, discharging, heating of cargo,
                    bunkering or tank cleaning.

Instructions             12. Charterers shall from time to time give the master
and Logs            all requisite instructions and sailing directions, and he
                    shall keep a full and correct log of the voyage or voyages,
                    which Charterers or their agents may inspect as required.
                    The master shall when required furnish Charterers or their
                    agents with a true copy of such log and with properly
                    completed loading and discharging port sheets and voyage
                    reports for each voyage and other returns as Charterers may
                    require. Charterers shall be entitled to take copies at
                    their expense of any such documents which are not provided
                    by the master. All reports are to be made in English.

Bills of Lading          13. (a) The master (although appointed by Owners) shall
                    be under the orders and direction of Charterers as regards
                    employment of the vessel, agency and other arrangements, and
                    shall sign bills of lading as Charterers or their agent may
                    direct (subject always to Clauses 35(a) and 40) without
                    prejudice to this charter. Charterers hereby indemnify
                    Owners against all consequences that may arise.

                                  (i) from signing bills of lading in accordance
                    with the directions of Charterers or their agents, to the
                    extent that the terms of such bills of lading fall to
                    conform to the requirements of this charter, or (except as
                    provided in Clause 13(b)) from the master otherwise
                    complying with Charterers' or their agents' orders:

                                  (ii) from any irregularities in papers
                    supplied by Charterers or their agents.

                            (b) Notwithstanding the foregoing, Owners shall not
                    be obliged to comply with any orders from Charterers to
                    discharge all or part of the cargo

                                  (i) at any place other than that shown on the
                    bill of lading and/or

                                  (ii) without presentation of an original bill
                    of lading

                                  unless they have received from Charterers both
                    written confirmation of such orders and an indemnity in a
                    form acceptable to Owners. See also Clause 55.

Conduct of               14. If Charterers complain of the conduct of the master
Vessel's            or any of the officers or crew, Owners shall immediately
Personnel           investigate the complaint. If the complaint proves to be
                    well founded, Owners shall, without delay, make a change in
                    the appointments and Owners shall in any event communicate
                    the result of their investigations to Charterers as soon as
                    possible.

Bunkers at               15. Owners acknowledge that bunkers on board at
Delivery and        delivery are property of Charterers. Owners shall on
Redelivery          redelivery (whether it occurs at the end of the charter
                    period or on the earlier termination of this charter) accept
                    and pay for all bunkers remaining on board, at the price
                    paid at the vessel's last port of bunkering before
                    redelivery.

Stevedores,              16. Stevedores when required shall be employed and paid
Pilots, Tugs        by Charterers, but this shall not relieve Owners from
                    responsibility at all times for proper stowage, which must
                    be controlled by the master who shall keep a strict account
                    of all cargo loaded and discharged. Owners hereby indemnify
                    Charterers, their servants and agents against all losses,
                    claims, responsibilities and liabilities arising in any way
                    whatsoever from the employment of pilots, tugboats or
                    stevedores, who although employed by Charterers shall be
                    deemed to be the servants of and in the service of Owners
                    and under their instructions (even if such pilots, tugboat
                    personnel or stevedores are in fact the servants of
                    Charterers their agents or any affiliated company):
                    provided, however, that

                                  (i) the foregoing indemnity shall not exceed
                    the amount to which Owners would have been entitled to limit
                    their liability if they had themselves employed such pilots,
                    tugboats or stevedores, and

                                  (ii) Charterers shall be liable for any damage
                    to the vessel caused by or arising out of the use of
                    stevedores, fair wear and tear excepted, to the extent that
                    Owners are unable by the exercise of due diligence to obtain
                    redress therefor from stevedores.

Supernumeraries          17. Charterers may send representatives in the vessel's
                    available accommodation upon any voyage made under this
                    charter.

Sub-letting              18. Charterers may sub-let the vessel, but shall always
                    remain responsible to Owners for due fulfillment of this
                    charter.

Final Voyage             19. If when a payment of hire is due hereunder
                    Charterers reasonably expect to redeliver the vessel before
                    the next payment of hire would fall due, the hire to be paid
                    shall be assessed on Charterers' reasonable estimate of the
                    time necessary to complete Charterers' programme up to
                    redelivery, and from which estimate Charterers may deduct
                    amounts due or reasonably expected to become due for bunkers
                    on board at redelivery pursuant to Clause 15.

                    Promptly after redelivery any overpayment shall be refunded
                    by Owners or any underpayment made good by Charterers.




                    If at the time this charter would otherwise terminate in
                    accordance with Clause 4 the vessel is on a ballast voyage
                    to a port of redelivery or is upon a laden voyage,
                    Charterers shall continue to have the use of the vessel at
                    the same rate and conditions as stand herein for as long as
                    necessary to complete such ballast voyage, or to complete
                    such laden voyage and return to a port of redelivery as
                    provided by this charter, as the case may be.

Loss of                  20. Should the vessel be lost, this charter shall
Vessel              terminate and hire shall cease at noon on the day of loss;
                    should the vessel be a constructive total loss, this
                    charter shall terminate and hire shall cease at noon on the
                    day on which the vessel's underwriters agree that the
                    vessel is a constructive total loss; should the vessel be
                    missing, this charter shall terminate and hire shall cease
                    at noon on the day on which she was last heard of. Any hire
                    paid in advance and not earned shall be returned to
                    Charterers and Owners shall reimburse Charterers for the
                    value of the estimated quantity of bunkers on board at the
                    time of termination, at the price paid by Charterers at the
                    last bunkering port.

Off-hire                 21. (a) On each and every occassion 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)

                                  (i) due to deficiency of personnel or stores;
                    repairs; gas-freeing for repairs; time in and waiting to
                    enter dry dock for repairs; breakdown (whether partial or
                    total) of machinery, boilers or other parts of the vessel or
                    her equipment (including without limitation tank coatings);
                    overhaul, maintenance or survey; collision, stranding,
                    accident or damage to the vessel; or any other similar cause
                    preventing the efficient working of the vessel; and such
                    loss continues for more than three consecutive hours (if
                    resulting from interruption in the vessel's service) or
                    cumulates to more than three hours (if resulting from
                    partial loss service); or

                                  (ii) due to industrial action, refusal to
                    sail, breach of orders or neglect of duty on the part of the
                    master, officers or crew; or

                                  (iii) for the purpose of obtaining medical
                    advice or treatment for or landing any sick or injured
                    person (other than a Charterers' representative carried
                    under Clause 17 hereof) or for the purpose of landing the
                    body of any person (other than Charterers' representative),
                    and such loss continue for more than three consecutive
                    hours; or

                                  (iv) due to any delay in quarantine arising
                    from the master, officers or crew having had communication
                    with the shore at any infected area without the written
                    consent or instructions of Charterers or their agents, or to
                    any detention by customs or other authorities caused by
                    smuggling or other infraction of local law on the part of
                    the master, officers, or crew; or

                                  (v) due to detention of the vessel by
                    authorities at home or abroad attributable to legal action
                    against or breach of regulations by the vessel, the vessel's
                    owners, or Owners (unless brought about by the act or
                    neglect of Charterers); then without prejudice to Charterers
                    rights under Clause 3 or to any other rights of Charterers
                    hereunder or otherwise the vessel shall be off-hire from the
                    commencement of such loss of time until she is again ready
                    and in an efficient state to resume her service from a
                    position not less favourable to Charterers than that at
                    which such loss of time commenced; provided, however, that
                    any service given pr distance made good by the vessel whilst
                    off-hire shall be taken into account in assessing the amount
                    to be deducted from hire.

                            (b) If the vessel fails to proceed at any guaranteed
                    speed pursuant to Clause 24, and such failure arises wholly
                    or partly from any of the causes set out in Clause 21(a)
                    above, then the period for which the vessel shall be
                    off-hire under this Clause 21 shall be the difference
                    between

                                  (i) the time the vessel would have required
                    to perform the relevant service at such guaranteed speed,
                    and

                                  (ii) the time actually taken to perform such
                    service (including any loss of time arising from
                    interruption in the performance of such service).

                         For the avoidance of doubt, all time included under
                    (ii) above shall be excluded from any computation under
                    Clause 24.

                            (c) Further and without prejudice to the foregoing,
                    in the event of the vessel deviating (which expression
                    includes without limitation putting back, or putting into
                    any port other than that to which she is bound under the
                    instructions of Charterers) for any cause or purpose
                    mentioned in Clause 21(a), the vessel shall be off-hire from
                    the commencement of such deviation until the time when she
                    is again ready and in an efficient state to resume her
                    service from a position not less favourable to Charterers
                    than that at which the deviation commenced, provided,
                    however, that any service given or distance made good by the
                    vessel whilst so off-hire shall be taken into account in
                    assessing the amount to be deducted from hire. If the
                    vessel, for any cause or purpose mentioned in Clase 21(a),
                    puts into any port other than the port to which she is bound
                    on the instructions of Charterers, the port charges,
                    pilotage and other expenses at such port shall be borne by
                    Owners. Should the vessel be driven into any port or
                    anchorage by stress of weather hire shall continue to be due
                    and payable during any time lost thereby.

                            (d) If the vessel's flag state becomes engaged in
                    hostilities, and Charterers in consequence of such
                    hostilities find it commercially impracticable to employ the
                    vessel and have given Owners written notice thereof then
                    from the date of receipt by Owners of such notice until the
                    termination of such commercial impracticability the vessel
                    shall be off-hire and Owners shall have the right to employ
                    the vessel on their own account.

                            (e) Time during which the vessel is off-hire under
                    this charter shall count as part of the charter period.

Periodical               22.(a) Owners have the obligation to drydock the
Drydocking          vessel at regular intervals as agreed by Charterers. On
                    each occasion Owners shall propose to Charterers a date on
                    which they wish to drydock the vessel, not less than two
                    months before such date, and Charterers shall offer a port
                    for such periodical drydocking and shall take all
                    reasonable steps to make the vessel available as near to
                    such date as practicable.

                            Owners shall put the vessel in drydock at their
                    expense as soon as practicable after Charterers place the
                    vessel at Owners' disposal clear of cargo sediments and gas
                    free. Charters shall be responsible for and pay for the
                    disposal into reception facilities of tank washings and
                    residues and shall have the right to retain any monies
                    received therefor, without prejudice to any claim for loss
                    of cargo under any bill of lading or this charter.


                         The expenses of gas-freeing, including without
                    limitation the cost of bunkers, shall be for Owners account.

Ship Inspection          23. Charterers shall have the right at any time
                    during the charter period to make such inspection of the
                    vessel as they may consider necessary. This right may be
                    exercised as often and at such interval as Charterers in
                    their absolute discretion may determine and whether the
                    vessel is in port or on passage, Owners affording all
                    necessary co-operation and accommodation on board provided,
                    however, that neither the exercise nor the non-exercise, nor
                    anything done or not done in the exercise or non-exercise,
                    by Charterers of such right shall in any way reduce the
                    master's or Owners' authority over, or Charters'
                    responsibilities to Owners or third parties for the same.
                    See also Clause 84.


Detailed                 24.(a) Owners guarantee that the speed and
Description         consumption of the vessel shall be as follows:-
and Performance


                    Average speed         Maximum average bunker consumption
                    in knots              main propulsion   --    auxiliaries
                    fuel oil/diesel oil                          fuel oil/diesel
                    Laden                   tonnes                  tonnes

                    See Clause 71
                    Ballast
                    The foregoing bunker consumptions are for all purposes
                    except cargo heating and tank cleaning and shall be pro-
                    rated between the speeds shown.

                            The service speed of the vessel is knots laden and
                    knots in ballast and in the absence of Charterers' orders
                    to the contrary the vessel shall proceed at the service
                    speed. However if more than one laden and one ballast speed
                    are shown in the table above Charterers shall have the
                    right to order the vessel to steam at any speed within the
                    range set out in the table (the "ordered speed").

                            If the vessel is ordered to proceed at any speed
                    other than the highest speed shown in the table, and the
                    average speed actually attained by the vessel during the
                    currency of such order exceeds such ordered speed plus 0.5
                    knots (the "maximum recognised speed"), then for the purpose
                    of calculating any increase or decrease of hire under this
                    Clause 24 the maximum recognised speed shall be used in
                    place of the average speed actually attained.

                            For the purpose of this charter the "guaranteed
                    speed" at any time shall be then--current ordered speed or
                    the service speed, as the case may be

                            The average speeds and bunker consumptions shall for
                    the purpose of this Clause 24 be calculated by reference to
                    the observed distance from pilot station to pilot station on
                    all sea passages during each period stipulated in Clause
                    24(c), but excluding any time during which the vessel is
                    (or but for Clause 22(b)(i) would be) off-hire and also
                    excluding "Adverse Weather Periods", being (i) any periods
                    during which reduction of speed is necessary for safety in
                    congested waters or in poor visibility (ii) any days, noon
                    to noon, when winds exceed force [5] on the Beaufort Scale
                    for more than 12 hours.


                            (b) If during any year from the date on which the
                    vessel enters service (anniversary to anniversary) the
                    vessel falls below the performance guaranteed in Clause
                    24(a) then if such shortfall results

                            (i) from a reduction in the average speed to the
                    speed guaranteed in Clause 24(a), then an amount equal to
                    the value at the hire rate of the time so lost or gained, as
                    the case may be, shall be deducted from or added to the hire
                    paid:

                           (ii) from an increase in the total bunkers consumed,
                    compared to the total bunkers which would have been consumed
                    had the vessel performed as guaranteed in Clause 24(a), an
                    amount equivalent to the value of the additional bunkers
                    consumed based on the average price paid by Charterers for
                    the vessel's bunkers in such period, shall be deducted from
                    or added to the hire paid.

                            The deduction from hire so calculated for laden and
                    ballast mileage shall be adjusted to take into account the
                    mileage steamed in each such condition during Adverse
                    Weather Periods, by dividing such deduction by the number of
                    miles over which the performance has been calculated and
                    multiplying by the same number of miles plus the miles
                    steamed during the Adverse Weather Periods, in order to
                    establish the total deduction from hire to be made for such
                    period.

                            Reduction of hire under the foregoing sub-Clause
                    (b) shall be without prejudice to any other remedy available
                    to Charterers.

                            (c) Calculations under this Clause 24 shall be
                    made for the yearly periods terminating on each successive
                    anniversary of the date on which the vessel enters service,
                    and for the period between the last such anniversary and the
                    date of termination of this charter if less than a year.
                    Claims in respect of reduction of hire arising under this
                    Clause during the final year or part year of the charter
                    period shall in the first instance be settled in accordance
                    with Charterers' estimate made two months before the end of
                    the charter period. Any necessary adjustment after this
                    charter terminates shall be made by payment by Owners to
                    Charterers or by Charterers to Owners as the cse may
                    require.

Salvage                  25. Subject to the provisions of Clause 21 hereof,
                    all loss of time and all expenses (excluding any damage to
                    or loss of the vessel or tortious liabilities to third
                    parties) incurred in saving or attempting to save life or in
                    successful or unsuccessful attempts at salvage shall be
                    borne equally by Owners and Charterers provided that
                    Charterers shall not be liable to contribute towards any
                    salvage payable by Owners arising in any way out of services
                    rendered under this Clause 25. All salvage and all proceeds
                    from derelicts shall be divided equally between Owners and
                    Charterers after deducting the masters, officers' and crew's
                    share.

Lien                     26. Owners shall have a lien upon all cargoes and
                    all freights, sub-freights and demurrage for any amounts
                    due under this charter: and Charterers shall have a lien on
                    the vessel for all monies paid in advance and not earned,
                    and for all claims for damages arising from any breach by
                    Owners of this charter.

Exceptions               27. (a) The vessel, her master and Owners shall not,
                    unless otherwise in this charter expressly provided, be
                    liable for any loss or damage or delay or failure arising
                    or resulting from any act, neglect or default of the master,
                    pilots, mariners or other servants of Owners in the
                    navigation or management of the vessel; fire, unless caused
                    by the actual fault or privity of Owners; collision or
                    stranding; dangers and accidents of the sea; explosion.
                    bursting of boilers, breakage of shafts or any latent
                    defect in hull, equipment or machinery; provided. however,
                    that Clauses 1, 2. 3 and 24 hereof shall be unaffected by
                    the foregoing. Further, neither the vessel, her master or
                    Owners, nor Charterers shall, unless otherwise in this
                    charter expressly provided, be liable for any loss or
                    damage. or delay or failure in performance hereunder arising
                    or resulting from act of God, act of war, seizure under
                    legal process, quarantine restrictions, strikes, lock-outs.
                    riots, restraints of labour, civil commotions or arrest or
                    restraint of princes, rulers or people.

                            (b) The vessel shall have liberty to sail with or
                    without pilots, to tow or go to the assistance of vessels in
                    distress and to deviate for the purpose of saving life or
                    property.

                            (c) Clause 27(a) shall not apply to or affect any
                    liability of Owners or the vessel or any other relevant
                    person in respect of

                            (i) loss or damage caused to any berth. jetty, dock.
                    dolphin, buoy. mooring line. pipe or crane or other works or
                    equipment whatsoever at or near any place to which the
                    vessel may proceed under this charter, whether or not such
                    works or equipment belong to Charterers, or'

                            (ii) any claim (whether brought by Charterers or any
                    other person) arising out of any loss of or damage to or in
                    connection with cargo. All such claims shall be subject to
                    the Hague-Visby Rules or the Hague Rules. as the case may
                    be, which ought pursuant to Clause 38 hereof to have been
                    incorporated in the relevant bill of lading (whether or not
                    such Rules were so incorporated) or, if no such bill of
                    lading is issued. to the Hague-Visby Rules.

                            (d) In particular and without limitation. the
                    foregoing subsections (a) and (b) of this Clause shall not
                    apply to or in any way affect any provision in this charter
                    relating to off-hire or to reduction of hire.

Injurious Cargoes        28. No acids, explosives or cargoes injurious to the
                    vessel shall be shipped and without prejudice to the
                    foregoing any damage to the vessel caused by the shipment
                    of any such cargo. and the time taken to repair such damage,
                    shall be for Charterers' account. No voyage shall be
                    undertaken. nor any goods or cargoes loaded. that would
                    expose the vessel to capture or seizure by rulers or
                    governments:

Grade of Bunkers         29. Charterers shall supply marine diesel oil/fuel
                    oil with a maximum viscosity of 380 Centistokes at 50
                    degrees Centigrade for main propulsion and diesel oil.
                    If Owners require the vessel to be supplied with more
                    expensive bunkers they shall be liable for the extra cost
                    thereof.



Disbursements            30. Should the master require advances for ordinary
                    disbursements at any port, Charterers or their agents shall
                    make such advances to him.

Laying-up                31. Charterers shall have the option, after
                    consultation with Owners, of requiring Owners to lay up the
                    vessel at a sate place nominated by Charterers. in which
                    case the hire provided for under this charter shall he
                    adjusted to reflect any net increases in expenditure
                    reasonably incurred or any net saving which should
                    reasonably be made by Owners as a result of such lay-up.
                    Charterers may exercise the said option any number of times
                    during the charter period. See also Clause 82.

Requisition              32. Should the vessel be requisitioned by any
                    government. de facto or de jure. during the period of this
                    charter. the vessel shall be off-hire during the period of
                    suck requisition, and any hire paid by such government in
                    respect of such requisition period shall be for Owners'
                    account. Any such requisition period shall count as part of
                    the charter period.

                         33.

Additional War           34. If the vessel is ordered to trade in areas where
Expenses            there is war (de facto or de jure) or threat of war.
                    Charterers shall reimburse Owners for any additional
                    insurance premia, crew bonuses and other expenses which are
                    reasonably incurred by Owners as a consequence of such
                    orders, provided that Charterers are given notice of such
                    expenses as soon as practicable and in any event before such
                    expenses are incurred, and provided further that Owners
                    obtain from their insurers a waiver of any subrogated rights
                    against Charterers in respect of am claims by Owners under
                    their war risk insurance arising out of compliance with such
                    orders.

War Risks                35. (a) The master shall not be required or bound to
                    sign bills of lading for any place which in his or Owners'
                    reasonable opinion is dangerous or impossible for the vessel
                    to enter or reach owing to any blockade. war, hostilities,
                    warlike operations, civil war, civil commotions or
                    revolutions.

                         (b) If in the reasonable opinion of the master or
                    Owners it becomes, for any of the reasons set out in Clause
                    35(a) or by the operation of international law. dangerous,
                    impossible or prohibited for the vessel to reach or enter,
                    or to load or discharge cargo at, any place to which the
                    vessel has been ordered pursuant to this charter (a "place
                    of peril")., then Charterers or their agents shall be
                    immediately notified by telex or radio messages, and
                    Charterers shall thereupon have the right to order the
                    cargo. or such part of it as may be affected, to be loaded
                    or discharged, as the case may be. at any other place within
                    the trading limits of this charter (provided such other
                    place is not itself a place of peril). If any place of
                    discharge is or becomes a place of peril, and no orders have
                    been received from Charterers or their agents within 48
                    hours after dispatch of such messages, then Owners shall be
                    at liberty to discharge the cargo or such part of it as may
                    be affected at any place which they or the master may in
                    their or his discretion select within the trading limits of
                    this charter and such discharge shall be deemed to be due
                    fulfilment of Owners' obligations under this charter so far
                    as cargo so discharged is concerned.

                         (c) The vessel shall have liberty to comply with am'
                    directions or recommendations as to departure. arrival,
                    routes, ports of cal], stoppages, destinations, zones,
                    waters, delivery or in any other wise whatsoever given by
                    the government of the state under whose flag the vessel
                    sails or any other government or local authority or by any
                    person or body acting or purporting to act as or with the
                    authority of any such government or local authority
                    including any de facto government or local authority or by
                    any person or body acting or purporting to act as or with
                    the authority of any such government or local authority or
                    by any committee or person having under the terms of the war
                    risks insurance on- the vessel the right to give any such
                    directions or recommendations. If by reason of or in
                    compliance with any such directions or recommendations
                    anything is done or is not done. such shall not be deemed a
                    deviation.

                             If by reason of or in compliance with any such
                    direction or recommendation the vessel does not proceed to
                    any place of discharge to which she has been ordered
                    pursuant to this charter, the vessel may proceed to any
                    place which the master or Owners in his or their discretion
                    select and there discharge the cargo or such part of it as
                    may be affected. Such discharge shall be deemed to be due
                    fulfilment of Owners' obligations under this charter so far
                    as cargo so discharged is concerned.

                             Charterers shall procure that all bills of lading
                    issued under this charter shall contain the Chamber of
                    Shipping War Risks Clause 1952.

Both to Blame           36. If the liability for any collision in which the
Collision Clause    vessel is involved while performing this charter falls to be
                    determined in accordance with the laws of the United States
                    of America, the following provision shall apply:

                            "If the ship comes into collision with another ship
                    as a result of the negligence of the other ship and any act,
                    neglect or default of the master, mariner, pilot or the
                    servants of the carrier in the navigation or in the
                    management of the ship, the owners of the cargo carried
                    hereunder will indemnify the carrier against all loss. or
                    liability to the other or non-carrying ship or her owners in
                    so far as such loss or liability represents loss of. or
                    damage to, or any claim whatsoever of the owners of the said
                    cargo, paid or payable by the other or non-carrying ship or
                    her owners to the owners of the said cargo and set off,
                    recovered or recovered by the other or non-carrying ship or
                    her owners as part of their claim against the carrying ship
                    or carrier."

                            "The foregoing provisions shall also apply where the
                    owners, operators or those in charge of am' ship or ships or
                    objects other than, or in addition to, the colliding ships
                    or objects are at fault in respect of a collision or
                    contact."

                            Charterers shall procure that all bills of lading
                    issued under this charter shall contain a provision in the
                    foregoing terms to be applicable where the liability for any
                    collision in which the vessel is involved falls to be
                    determined in accordance with the laws of the United States
                    of America.



New Jason
Clause         37. General average contributions shall be payable
          according to the York/Antwerp Rules. 1974 as amended in 1994, and
          shall be adjusted in London in accordance with English law and
          practice but should adjustment be made in accordance with the law and
          practice of the United States of America, the following provision
          shall apply:

                     "In the event of accident, danger, damage or disaster
          before or after the commencement of the voyage, resulting from any
          causes whatsoever, whether due to negligence or not. for which, or for
          the consequences of which, the carrier is not responsible by statute,
          contract or otherwise, the caro, shippers, consignees or owners of
          the cargo shall contribute with the carrier in general average to the
          payment of any sacrifices, losses or expenses of a general average
          nature that may be made or incurred and shall pay salvage and special
          charges incurred in respect of the cargo."

                     "If a salving ship is owned or operated by the carrier,
          salvage shall be paid for as fully as if the said salving ship or
          ships belonged to strangers. Such deposit as the carrier or his agents
          may deem sufficient to cover the estimated contribution of the cargo
          and any salvage and special charges thereon shall, if required, be
          made by the cargo, shippers, consignees or owners of the cargo to the
          carrier before delivery."

                     Charterers shall procure that all bills of lading issued
          under this charter shall contain a provision in the foregoing terms,
          to be applicable where adjustment of general average is made in
          accordance with the laws and practice of the United States of America.

Clause        38.
Paramount

          See Clause 96


TOUALOP       39.    See Clause 53
                     See Clause 52




Export             40. The master shall not be required or bound to sign bills
Restrictions  of lading for the carriage of cargo to any place to which export
              of such cargo is prohibited under the laws, rules or regulations
              of the country in which the cargo was produced and/or shipped.

                     Charterers shall procure that all bills of lading issued
              under this charter shall contain the following clause:

              "If any laws rules or regulations applied by the government of the
              country in which the cargo was produced and: or shipped, or any
              relevant agency thereof, impose a prohibition on export of the
              cargo to the place of discharge designated in or ordered under
              this bill of lading, carriers shall be entitled to require cargo
              owners forthwith to nominate an alternative discharge place for
              the discharge of the cargo, or such part of it as may be affected,
              which alternative discharge place shall not be subject to the
              prohibition, and carriers shall be entitled to accept orders from
              cargo owners to proceed to and discharge at such alternative
              place. If cargo owners fait to nominate an alternative place
              within 72 hours after they or their agents have received from
              carriers notice of such prohibition, carriers shall be at liberty
              to discharge the cargo or such part of it as may be affected
              by the prohibition at any safe place on which they or the master
              may in their or his absolute discretion decide and which is not
              subject to the prohibition, and such discharge shall constitute
              due performance of the contract contained in this bill of lading
              so far as the cargo so discharged is concerned".

              The foregoing provision shall apply mutatis mutandis to this
              charter, the references to a bill of lading being deemed to be
              references to this charter.

Law and            41.(a) This charter shall be construed and the relations
Litigation    between the parties determined in accordance with the laws of
              England. See Clause 98

Construction       42. The side headings have been included in this charter for
              convenience of reference and shall in no way affect the
              construction hereof. Rider Clauses 43 - 99 as attached and
              Questionnaire 88 to form an integral part of this Charter Party.



Owners                                            Charterers

/s/ Marcello Ausenda                              /s/ David Astwood
-------------------------                         ----------------------
    Marcello Ausenda                                  David Astwood
    Director                                          Director




RIDER CLAUSES 43 - 99 TO SHELLTIME 4
TIME CHARTER PARTY FOR M/T "STENA VICTORY"

43   PRIVATE AND CONFIDENTIAL

     All negotiations and fixture to be kept strictly private and confidential
     by all parties and shall not be reported except for certain mandatory
     reporting required.

44   CARGOES

     Dirty petroleum products and clean petroleum products.

45   TRADING RANGE

     World-wide trading always afloat, always within British Institute Warranty
     Limits, as may be revised from time to time, or within the limits applying
     in Owners' insurances in effect from time to time, however excluding any
     war zones, embargoed countries and any other areas to which restrictions
     may be imposed by the United Nations or the flag state. The Charterers may
     be allowed to breach the trading limits as described above subject to the
     Charterers paying any extra insurance premium supported by vouchers from
     Owners' underwriters.

46   REDELIVERY

     Charterers to provide 15 and 10 days notice of redelivery area, and 5/3/2/1
     day(s) definite notice of redelivery and place.

47   BASIC HIRE

     The Charterers shall pay for the use of the vessel in accordance with the
     terms of this charter party a daily rate in US Dollars ($) (the "Basic
     Hire"), which shall be payable monthly in advance, as per the following
     schedule:

                            Year           Basic Hire

                              1             $35,700

                              2             $36,075

                              3             $36,469


                                                                               2
                              4             $36,882

                              5             $37,316

                        Option year 1       $37,772

                        Option year 2       $38,251

                        Option year 3       $38,753

48   ADDITIONAL HIRE

     (A)  Payment of Additional Hire

          In addition to payment of Basic Hire hereunder, the Charterers shall
          pay to the Owners Additional Hire (as defined below), if any,
          quarterly in arrears, on each Additional Hire Payment Date as
          hereinafter provided. As used herein, "Additional Hire Payment Date"
          means the 25th day of the first month of each calendar quarter
          commencing on the first full calendar quarter after the Delivery Date
          (as described in Clause 5), except that the last Additional Hire
          Payment Date shall be the 25th day following the Expiry Date (as
          described in Clauses 4 and 49), provided that if such date is not a
          Business Day (as defined below), the Additional Hire Payment Date
          shall be the next succeeding Business Day. As used herein, a "Business
          Day" means a day (other than a Saturday or Sunday) on which banks are
          open for business in New York City, Gothenburg and London.

          No Additional Hire shall be payable in respect of any periods during
          which the vessel is off-hire pursuant to Clauses 21 or 83, except that
          in the event any class condition or recommendation determined by the
          vessel's classification society during the inspection of the vessel
          undertaken by the Owners in connection with the purchase of the vessel
          (so long as such inspection shall be completed no later than 90 days
          following the delivery of the vessels), Additional Hire shall be
          payable for any off-hire periods resulting from the repair of such
          condition or recommendation unless such repairs can be completed
          during a regularly scheduled drydocking without increasing the
          duration of such drydocking.

     (B)  Calculation of Additional Hire

          During the term in effect on the date hereof of the time charter by
          the Charterers to Sun International Limited ("Sun International"), an
          indirect wholly-owned subsidiary of Sunoco, Inc.



                                                                               3

          (the "Sun Charter"), the "Additional Hire" payable for any calendar
          quarter shall be equal to the time charter hire paid by Sun
          International to the Charterers under the Sun Charter during such
          calendar quarter after deduction of (i) the Basic Hire in effect for
          such calendar quarter, (ii) ship broker commissions payable by the
          Charterers in an amount not to exceed 2.5 percent of the time charter
          hire received by the Charterers under the Sun Charter during such
          calendar quarter and (iii) commercial management fees payable by the
          Charterers in an amount not to exceed 1.25 percent of the time charter
          hire received by the Charterers under the Sun Charter during such
          calendar quarter, subject to adjustment as provided in paragraphs (C)
          and (D) below, except that in the event the vessel is off-hire as a
          result of any class condition or recommendation determined by the
          vessel's classification society and Additional Hire is payable
          pursuant to paragraph (A) above, the Additional Hire payable for such
          off-hire period shall be calculated based on the amount of time
          charter hire that would have been payable by Sun International to the
          Charterers under the Sun Charter had the vessel not been off-hire
          after giving effect to the deductions set forth in clauses (i), (ii)
          and (iii) above.

          For any period following the expiration of the term of the Sun Charter
          in effect on the date hereof, the "Additional Hire" payable for any
          calendar quarter shall be equal to an amount calculated as fifty
          percent (50%) of the Weighted Average Hire for the quarter after
          deduction of the Basic Hire in effect for that quarter, subject to
          adjustment as provided in paragraphs (C) and (D) below. As used
          herein, the "Weighted Average Hire" for any calendar quarter shall be
          an amount equal to the Average Daily Rate for such calendar quarter
          multiplied by the number of days in such calendar quarter (excluding
          any days in such calendar quarter during which Additional Hire is not
          payable as provided in paragraph (A) above). As used herein, the
          "Average Daily Rate" shall be a daily rate equal to the weighted
          average of the following amounts:

          (1)  A weighted average of the time charter hire per day received by
               the Charterers for any periods during the Calculation Period (as
               defined below) that the vessel is subchartered by the Charterers
               under a time charter after deduction of (i) ship broker
               commissions payable by the Charterers in an amount not to exceed
               2.5 percent of the time charter hire received by the Charterers
               during the Calculation Period and (iii) commercial management
               fees payable by the Charterers in an amount not to exceed 1.25
               percent of the time charter hire received by the Charterers
               during the Calculation Period; and

          (2)  The Time Charter Equivalent Hire (as described below) for any
               periods during the Calculation Period that the vessel is not
               subchartered by the Charterer under a time charter.

          For purposes of calculating the Average Daily Rate, the amounts set
          forth in (1) and (2) above shall be weighted based on the number of
          days the vessel was subchartered by the Charterers under a time
          charter during the




                                                                               4

          Calculation Period and the number of days the vessel was not
          subchartered by the Charterers under a time charter during the
          Calculation Period.

          If at any time the Weighted Average Hire calculated for any calendar
          quarter (or portion thereof), is equal to or less than the Basic Hire
          in effect for that quarter, the Additional Hire will be zero.

          As used herein, the "Calculation Period" shall be the twelve month
          period ending on the last day of each calendar quarter, except that in
          the case of the first three full calendar quarters following the
          Delivery Date, the Calculation Period will be the three, six and nine
          month periods, respectively, ending on the last day of such calendar
          quarter and shall include in the case of the first calendar quarter
          the period from the Delivery Date to the commencement of the first
          full calendar quarter.

          As used herein, "Time Charter Equivalent Hire" shall mean (i) the
          weighted average of the Daily Value (as defined below) for the
          following notional round voyage routes applying the weight set forth
          opposite each route:

          West-Africa to LOOP--50%
          Middle East Gulf to LOOP--50%

          or (ii) the weighted average of the Alternative Daily Value for the
          Alternative Routes applying the Alternative Weights (each as defined
          below), as applicable, in each plus an additional amount per day equal
          to 10% of such weighted average.

          On the last day of each calendar quarter (or on the next Business Day
          if such day is not a Business Day) and on the Expiry Date, the Owners
          and the Charterers shall instruct the Association of Shipbrokers and
          Agents Tanker Broker Panel or, exceptionally, another panel of brokers
          mutually acceptable to the Owners and the Charterers (the "Brokers
          Panel") to determine the average spot rates (the "Average Spot Rates")
          in Worldscale points over any periods during the Calculation Period
          that the vessel is not subchartered by the Charterers under a time
          charter. The Owners shall instruct the Brokers Panel to determine the
          Average Spot Rates on the following standard notional round voyage
          routes and cargo sizes for vessels of the same type as the vessel and
          to deliver its determination in writing to the Owners and the
          Charterers by not later than the fifth Business Day following the date
          of the request by the Owners and the Charterers to make such
          determination:

          West-Africa to LOOP with 260,000 tonnes of crude
          Middle East Gulf to LOOP with 265,000 tonnes of crude




                                                                               5

          In the exceptional case that the scheduled Brokers Panel meeting is
          unexpectedly cancelled the assessment will be provided at the earliest
          opportunity. The determination by the Brokers Panel of these Average
          Spot Rates shall be binding upon both the Owners and the Charterers.

          The Brokers Panel shall invoice the Owners and the Charterers for the
          cost of the Brokers Panel assessment and of any experts engaged by the
          Brokers Panel. The amounts invoiced by the Brokers Panel shall be
          shared equally between the Owners and the Charterers.

          On receipt of the Brokers Panel assessment, the Charterers will
          calculate the Time Charter Equivalent Hire in accordance with the
          following components and complete a calculation of the Weighted
          Average Hire and the amount of Additional Hire, if any, which will be
          forwarded to the Owners not later than the fifth Business Day
          following the date on which the Charterers receive the Average Spot
          Rates from the Brokers Panel. The calculation shall indicate whether
          there is Additional Hire due to the Owners or whether the calculation
          results in a negative number.

          To calculate the "Daily Value" the Average Spot Rates for:

          West-Africa to LOOP with 260,000 tonnes of crude
          Middle East Gulf to LOOP with 265,000 tonnes of crude

          will be applied to the notional round voyage for the same route with
          cargo and then back in ballast using the following parameters:

          a.   The Average Spot Rate, as supplied by the Brokers Panel, shall be
               multiplied by the Worldscale Flat rate for each notional round
               voyage route listed above as set forth in the New Worldwide
               Tanker Nominal Freight Scale as issued by the Worldscale
               Association and current for the period in question;

          b.   To calculate the freight income, the product of the calculation
               set forth in (a) above shall be multiplied by the cargo size for
               each notional round voyage route listed above;

          c.   To calculate the voyage income, bunker costs (equal to the
               bunkers used multiplied by the bunkers prices), port charges,
               ship broker commissions and commercial management fees, all as
               determined below, shall be deducted from the freight income
               calculated in (b) above;

          d.   Bunkers used shall be determined by speed, distance and
               consumption of bunkers at sea and in port;



                                                                               6

          e.   Distance shall be as set forth in the "World-Wide Marine Distance
               Tables" published by Veson Nautical Distance Tables;

          f.   Speed and consumption at sea shall be 16.9 knots at 127 tonnes
               per day in laden condition and 17.7 knots at 127 tonnes per day
               in ballast condition less a steaming allowance of 7.5 percent
               applied to the speeds to allow for weather and navigation;

          g.   Bunkers in port shall be loading 12 tonnes per day, idling 3
               tonnes per day and discharging 145 tonnes per day;

          h.   Time in port shall be 7.5 days, which shall be split 3 days
               loading, 3 days discharging and the balance of the time idling;

          i.   Voyage duration for each notional round voyage route listed above
               shall be calculated using distance as set forth in (e) above,
               speed as set forth in (f) above and time in port as set forth in
               (h) above;

          j.   Bunker prices shall be the mean of the average prices prevailing
               at Curacao and Fujairah during the quarter for Marine Fuel Oil
               grade IFO 380 CST as published by Platts Bunkerwire, or another
               publication mutually acceptable to the Owners and the Charterers
               should Platts Bunkerwire become no longer available, plus
               applicable barge delivery charges (equal to the average barge
               delivery charges over the prior twelve-month period);

          k.   Port charges for loading and discharging ports shall be equal to
               the published tariffs and exchange rates in effect on the last
               calendar day of the quarter, and include all vessel costs for
               port calls;

          1.   Ship brokers commissions and a commercial management fee
               totalling 3.75 percent of the freight income shall be deducted
               from the voyage income; and

          m.   The Daily Value for each notional round voyage route listed above
               shall be calculated by dividing the voyage income by the voyage
               duration.

If in the Charterers' reasonable opinion it becomes impractical or dangerous,
due to war, hostilities, warlike operations, civil war, civil commotion,
revolution or terrorism for VLCC vessels to operate on the notional voyages for
which the Average Spot Rates shall be determined, the Charterers may request the
Owners' agreement for the Daily Value to be substituted by an Alternative Daily
Value (an "Alternative Daily Value") for the period of such danger or
restriction of trading. Such request shall not be unreasonably refused by the
Owners. In such event, the Alternative Daily Value shall be calculated by the
Charterers using the parameters set forth above on the basis of the Average Spot
Rates using alternative notional




                                                                               7

round voyage routes (the "Alternative Routes") and applying weights (the
"Alternative Weights") to the Alternative Routes that reasonably reflect
realistic alternative round voyages trade for VLCC vessels during the period of
such danger or restriction of trading.

The notional round voyage routes are intended to represent routes on which VLCC
vessels are typically used. If during the term of this Charter, in the
Charterers' reasonable opinion, these routes cease to be used by VLCC vessels,
or assumptions regarding bunkering ports contained herein cease to be
applicable, the Charterers may, with the Owners' consent, which shall not be
unreasonably withheld, instruct the Brokers Panel to substitute alternative
routes and bunkering ports (for purposes of determining bunker prices) that most
closely match the routes and bunkering ports typically used by VLCC vessels and
to apply appropriate weights to such routes.

If "Worldscale" ceases to be published, the Brokers Panel shall use its best
judgment in determining the nearest alternative method of assessing the market
rates on the specified voyages.

                            Calculation Illustrations

         West-Africa to LOOP
         Data used:
1)  Average Spot Rate (determined by Brokers Panel) = W67.2
2)  Worldscale Flat = $10.83
3)  Cargo size = 260,000
4)  Voyage duration = 38.02 days
5)  Bunker price = $103.27 per tonne
6)  Bunkers used = 4,222.04 tonnes
7)  Port charges = $120,816
8)  Calculation of freight income:
    1) multiplied by 2) = 10.83 x 0.672 = $7.27;
    $7.27 x 3) = $1,890,200

9)  Calculation of voyage income:
    Freight income                                                 $1,890,200
    less:
       2.50% broker commissions                                       (47,255)
       1.25% commercial management fees                               (23,627)
       Bunker costs 5) x 6)                                          (436,010)
       Port charges 7)                                               (120,816)
                                                                     --------
                                                                     (627,708)
         Voyage income                                             $1,262,492




                                                                               8

10) Calculation of Daily Value
    9) / 4) = $1,262,492 / 38.02 = $33,206

    Middle East Gulf to LOOP
         Data used:
1)  Average Spot Rate (determined by Brokers Panel) = W67.2
2)  Worldscale Flat = $21.64
3)  Cargo size = 265,000
4)  Voyage duration = 70.80 days
5)  Bunker price = $103.27 per tonne
6)  Bunkers used = 8,385.10 tonnes
7)  Port charges = $42,000
8)  Calculation of freight income:
    1) multiplied by 2) = 21.64 x 0.672 = $14.54;
    $14.54 x 3) = $3,853,651

9) Calculation of voyage income:
   Freight income                                                $3,853,651
   less:
     2.50% broker commissions                                       (96,341)
     1.25% commercial management fees                               (48,171)
     Bunker costs 5) x 6)                                          (865,929)
     Port charges 7)                                                (42,000)
                                                                    -------
                                                                 (1,052,441)
    Voyage income                                                $2,801,210

10) Calculation of Daily Value
    9) / 4) = $2,801,210 / 70.80 = $39,565


                   Calculation of Time Charter Equivalent Hire

      Daily Value West-Africa to LOOP x 50%                         $16,603
      Daily Value Middle East Gulf to LOOP x 50%                    $19,783
                                                                    -------
                                                                    $36,386
      10% V-MAX adjustment                                           $3,689

      Time Charter Equivalent Hire                                  $40,025

(C) Adjustment for the first three calendar quarters

    If Charterers have paid Additional Hire to the Owners for the first, second
    or third calendar quarters following the Delivery Date (including in the
    case of the first




                                                                               9

    calendar quarter the period from the Delivery Date to the commencement of
    the first full calendar quarter), and such Additional Hire would have been
    lower or zero had such Additional Hire been calculated using the Weighted
    Average Hire determined over the twelve month period ending on the last day
    of the fourth full calendar quarter following the Delivery Date, the
    Charterers shall have the right to deduct from any Additional Hire otherwise
    payable in respect of the fourth calendar quarter an amount equal to the
    difference between (x) any Additional Hire paid in respect of the first,
    second and third calendar quarters following the Delivery Date and (y) any
    Additional Hire that would have been payable had such Additional Hire been
    calculated using the Weighted Average Hire determined over the twelve month
    period ending on the last day of the fourth full calendar quarter following
    the Delivery Date (but taking into account the period from the Delivery Date
    to the commencement of the first full calendar quarter), provided that in
    the event such calculation results in a negative number, no adjustment will
    be made to any Additional Hire payable in respect of the fourth quarter. If
    no Additional Hire is due at the time of the calculation of such difference
    or the difference is greater than the Additional Hire payable in respect of
    the fourth calendar quarter, any difference not deducted from the Additional
    Hire payable at such time may be deducted from future Additional Hire
    payable to the Owners.

(D) Adjustment of Additional Hire

    If, pursuant to Clause 48 of the Time Charter Party for M/T Stena Vision
    entered into between Vision Ltd. and CM V-Max I Limited, a negative number
    results at the end of a calendar quarter from the deduction of the Basic
    Hire for such calendar quarter from the Weighted Average Hire for such
    calendar quarter, then 50% of such negative amount may be deducted from the
    Additional Hire, if any, payable by the Charterers in respect of the vessel
    for such calendar quarter.

49   OPTIONS

     Charterers shall have three one-year options to extend this Charter with
     each such option to be declared by the Charterers in writing no less than
     four months prior to the expiry of the charter period in effect at that
     time.

50   IGS-COW-PUMPING

     Charterers shall have the option to crude oil wash all parts of the
     vessel's cargo tanks. Owners warrant that vessel is equipped with an Inert
     Gas System and Crude Oil Washing System in good working order and the
     Master, Officers and Crew are competent to operate said systems. If
     requested by Charterers or as required by international or local
     regulations, Owners agree to conduct crude oil washing of all cargo tanks
     at discharge port(s) simultaneously with cargo discharge operations


                                                                              10


     and to Charterers' satisfaction. International or local regulations shall
     prevail over Charterers' orders if conflict exists.

     Owners warrant that the vessel can discharge her entire cargo in maximum 24
     hours or maintain 100 p.s.i. at ship's manifold provided shore facilities
     permit, excluding crude oil washing time and stripping.

     The vessel shall be equipped with pressure gauges at each discharge
     manifold, which will be maintained in a proper working condition, and each
     gauge shall have a valid test certificate.

51   ELIGIBILITY CLAUSE

     Owners warrant that the vessel is in all respects eligible under applicable
     laws and regulations for trading to the ports and places specified in under
     this charter party and that at all times she shall have on board all
     certificates, records and other documents required for such service.
     Furthermore, it is incumbent upon the Owners, unless the Charterers
     determine otherwise, to make every effort to obtain the following vetting
     approvals/acceptance: ChevronTexaco, Shell, Navion, BP, ExxonMobil,
     TotalFinaElf, Repsol.

     In addition Owners will make best efforts to obtain , at Charterers' cost,
     other approvals/ acceptances that may be required by Charterers during the
     duration of this time charter contract. Once the above
     approvals/acceptances have been obtained, Owners will ensure that such
     approvals/acceptances will be maintained throughout the duration of the
     time charter.

52   P & I INSURANCE COST LIABILITY

     (A)  Owners warrant that, throughout the entire period of this Charter
          Party, Owners shall have full and valid protection and indemnity
          insurance ("P & I Insurance") for the vessel, as described in
          sub-paragraph (B) of this Clause, with P & I Insurance placed with a P
          & I Club which is a member of the International Group of P & I Clubs.
          The P & I Insurance and excess insurance shall be at no cost to
          Charterers; except that Charterers shall reimburse Owners for one
          hundred (100) per cent of any documented net surcharges properly due
          and paid by Owners under the P & I Insurance and/or under the
          additional insurance for U.S. voyages or is employed in any trade area
          deemed by the Owners' P & I Club to be within the Federal or State
          jurisdiction of the United States of America, and/or its executive
          economic zone as defined under the United States Oil Pollution Act of
          1990 directed under the Charter Party by Charterers, ("U.S. voyages")
          provided, however, that any reimbursement obligation of Charterers
          shall be conditioned upon Owners fully meeting the requirements of
          Clause 3. Any request for


                                                                              11


          reimbursement by Owners under this Clause shall mean the surcharges,
          as described above, paid by Owners after taking into consideration any
          and all discounts and/or rebates received or receivable by the Owners
          or to the Owners' credit under the P & I Insurance and/or additional
          insurance.

     (B)  The P & I Insurance must include coverage against liability for cargo
          loss/damage per incident and coverage against liability for pollution,
          including ITOPF obligations, ("Pollution Liability") for an amount not
          less than USD 1 billion per incident.

     (C)  If requested by Charterers, Owners shall promptly furnish to the
          Charterers proper evidence of such P & I Insurance and excess
          insurance immediately upon signing the Charter Party term. A breach by
          the Owners of the above warranty shall entitle Charterers to obtain
          such P&I Insurance and excess insurance at its own costs; provided,
          however, that in such event Charterers shall be entitled to deduct the
          costs of such insurances from the payment of hire pursuant to this
          Charter.

     (D)  In any event Owners undertake to have always in place throughout the
          entire period of this Charter Party the oil pollution coverage
          required by the industry available through P & I Club, which is a
          member of The International Group of P & I Clubs and/or first class
          insurance company.

     (E)  To the extent possible the Charterers shall be co-insured under the
          P&I Insurance

53   FINANCIAL RESPONSIBILITY IN RESPECT OF POLLUTION

     If Charterers advise Owners that the vessel is to call at any port where
     environmental legislation has been enacted that requires the procurement of
     financial guarantees, special certificates or special permits, all related
     costs payable per call related to compliance with such legislation
     (including obtaining a Certificate of Financial Responsibility and other
     requirements of the Oil Pollution Act of 1990, as amended from time to
     time, with respect to any U.S. port) shall be paid by Charterers. Owners
     shall supply any relevant documents to Charterers, and Charterers shall
     have the benefit of any eventual discount on the above.

54   VESSEL'S CASUALTIES

     The Owners shall cause the Master to inform Charterers immediately by
     telefax or telex if any situation occurs which results, or is likely to
     result in either delays, or damages to the vessel or machine systems,
     including but not limited to, failure of inert gas system, cargo systems,
     or delays from proceeding to assistance of other vessels, or in damages to
     cargo, or in pollution, oil spill, and/or oil discharge.


                                                                              12


55   LETTER OF INDEMNITY

     If Bill of Lading is not available at any discharge port or place to which
     the vessel may be ordered by Charterers under this Charter or if Charterers
     require Owners to deliver cargo to a party and/or at a port or place other
     than set out in the Bills of Lading, then Owners shall nevertheless
     discharge the cargo carried by the vessel in compliance with Charterers'
     instructions, upon a consignee nominated by Charterers (hereinafter called
     "the Receiver") presenting reasonable identification to the Master, in
     consideration of the following undertakings by the Charterers:-

     Then in each case, the vessel shall discharge the cargo as directed by the
     Charterers in consideration of the following indemnity, which shall be
     deemed to be given in each and every occasion:

     (A)  Charterers shall indemnify Owners and their servants or agents and
          hold all of them harmless in respect of:

          1.   All liability loss or damage of whatsoever nature (including
               legal costs as between attorney and solicitor and clients and
               associated expenses) which Owners and their servants and agents
               may sustain by reason of delivering cargo in accordance with
               Charterers' request, or

          2.   Any liability in respect of loss or damage to cargo which Owners
               and their servants and agents may incur by reason of a change in
               destination to the extent that such liability exceeds the
               liability that would have been incurred if the new destination
               had been named as the original discharge port in the Bill of
               Lading.

     (B)  In the event of any proceeding being commenced against Owners and
          their servants and agents, in connection with the delivery of the
          goods as aforesaid, Charterers shall provide them from time to time
          with sufficient funds to defend the said proceedings.

     (C)  If the vessel or any other vessel or property belonging to Owners
          should be arrested or detained by reason of Owners complying with
          Charterers' aforesaid request, Charterers shall provide such bail or
          other security as may be required to secure the release of such vessel
          or property and to indemnify Owners in respect of any loss, damage, or
          expense caused by such arrest or detention whether or not the same is
          justified.

     (D)  Owners shall promptly notify the Charterers:


                                                                              13


          1.   If any person, other than a person to whom the Charterers ordered
               the Owners to deliver or produce delivery of the cargo, claims to
               be entitled to such cargo, or

          2.   If the vessel or any other property is arrested as a result of
               any such discharge of cargo as aforesaid

     (E)  As soon as all original Bills of Lading shall have arrived and/or come
          into the Charterers' possession, the Charterers shall deliver them to
          the Owners or Owners' nominees duly endorsed whereupon the present
          Charterers' liability shall cease.

     (F)  Charterers warrant that they are authorised by the party or parties
          entitled to the cargo to direct the vessel to discharge the cargo as
          aforesaid.

     (G)  This indemnity shall be governed by and construed in accordance with
          United States Law, and all disputes, controversies or claims arising
          out or in relation to this indemnity or the breach, termination or
          invalidation thereof shall be decided by the United States District
          Court for the Southern District of New York, and the Charterers
          undertake to instruct New York solicitors to accept service of any
          proceedings in respect of any dispute arising out of or in connection
          with this indemnity when called upon to do so.

56   EXXON DRUG AND ALCOHOL POLICY CLAUSE

     Owners warrant that they have a policy on Drug and Alcohol Abuse ("Policy")
     applicable to the vessel, which meets or exceeds the standards in the Oil
     Companies International Marine Forum Guidelines for the Control of Drugs
     and Alcohol Onboard Ships. Under the Policy, alcohol impairment shall be
     defined as a blood alcohol content of 40-mg/100 ml or grater; the
     appropriate seafarers to be tested shall be all vessel Officers and the
     drug/alcohol testing and screening shall include random or unannounced
     testing in addition to routine medical examinations. An object of the
     Policy should be that the frequency of the random/unannounced testing to be
     adequate to act as an effective abuse deterrent, and that all Officers be
     tested at least once a year through a combined program of
     random/unannounced testing and routine medical examinations.

     Owners further warrant that the Policy will remain in effect during the
     term of this Charter and that Owners shall exercise due diligence to ensure
     that the Policy is complied with. It is understood that an actual
     impairment or any test finding of impairment shall not in and of itself
     mean the Owners have failed to exercise due diligence.


                                                                              14


57   SOLAS CLAUSE

     The vessel has a valid SOLAS Safety Equipment and SOLAS Construction
     Certificates.

58   TELEFAX/TELEX CLAUSE

     The vessel has a telefax and a telex machine on board, which Owners shall
     maintain in good working order throughout the entire period of this Charter
     Party.

59   ISPS CLAUSE

     (a)

     (i)    From the date of coming into force of the International Code for the
            Security of Ships and of Port Facilities and the relevant amendments
            to chapter XI of SOLAS (ISPS Code) in relation to the vessel and
            thereafter during the currency of this Charter, the Owners shall
            procure that both the vessel and "the Company" (as defined by the
            ISPS Code) shall comply with the requirements of the ISPS Code
            relating to the vessel and "the Company". Upon request the Owners
            shall provide a copy of the relevant International Ship Security
            Certificate (or the Interim International Ship Security Certificate)
            to the Charterers. The Owners shall provide the Charterers with the
            full style contact details of the Company Security Officer (CSO).

     (ii)   Except as otherwise provided in this Charter, loss, damage, expense
            or delay, excluding consequential loss, caused by failure on the
            part of the Owners or "the Company" to comply with the requirements
            of the ISPS Code or this Clause shall be for the Owners' account.

     (b)

     (i)    The Charterers shall provide the CSO and the Ship Security Officer
            (SSO)/Master with their full style contact details and, where
            sub-letting is permitted under the terms of this Charter, shall
            ensure that the contact details of all sub-charterers are likewise
            provided to the CSO and the SSO/Master. Furthermore, the Charterers
            shall ensure that all sub-charter parties they enter into during the
            period of this Charter Party contain the following Provision:

            "The Charterers shall provide the Owners with their full style
            contact details and, where sub-letting is permitted under the terms
            of the charter party, shall ensure that the contact details of all
            sub-charterers are likewise provided to the Owners".


                                                                              15


     (ii)   Except otherwise provided in this Charter, loss damage, expense or
            delay, excluding consequential loss, caused by failure on the part
            of the Charterers to comply with this Clause shall be for the
            Charterers' account.

     (c)

     Notwithstanding anything else contained in this Charter all delay costs or
     expenses whatsoever arising out of or related to security regulations or
     measures required by the port facility or any relevant authority in
     accordance with the ISPS Code including, but not limited to, security
     guards, launch services, tug escorts, port security fees or taxes or
     expenses, shall be for the Charterers' account unless such costs or
     expenses result solely from the Owners' negligence. All measures required
     by the Owners to comply with the Ship Security Plan shall be for the
     Owners' account.

     (d)

     If either party makes any payment which is for the other party's account
     according to this Clause, the other party shall immediately indemnify the
     paying party.

60.  AUTOMATED MANIFEST SYSTEM (AMS) CLAUSE

     U.S. customs clearance - if cargo is to be discharged in a U.S. port or
     territory subject to control by the U.S. Customs and Border Protection
     ("CBP"), Charterers warrant that all necessary details required by CBP for
     clearance of the cargo, inclusive of but not limited to, shipper consignee
     and notify party full name, address and phone number or telex number, will
     be included on each Bill of Lading or alternatively supplied to Owners in
     writing a minimum of 24 hours prior to vessel's arrival at the first
     designated U.S. port of discharge. For voyages less than 24 hours in
     duration this information must be included on the Bill of Lading or advised
     to Owners prior to vessel departure from the loading place or port. Any
     delays, fines or penalties incurred due to Charterers' failure to comply
     with the above will be for Charterers' account.

     Effective 4 March 2004, all imported cargoes into the U.S. must be
     electronically reported via the Bureau of U.S. customs and border
     protection AMS system. This requires the carrier to have a type 3
     international carriers bond as well as a Standard Carriers Alpha Code
     ("SCAC"). It is the responsibility of the carrier to ensure that this
     reporting requirement occurs 24 hours prior to vessel's arrival at the
     first U.S. port. Should the international voyage be less than 24 hours in
     duration, the carrier shall electronically file the manifest via the
     automated


                                                                              16


     manifest system at the time of loading in the foreign port. Owners and/or
     vessel master or their designated agent will provide a copy of the
     electronically filed manifest to the Charterers or their designated agent
     at the time of filing with CBP.

     Owners warrant that it is aware of the requirements of the U.S. customs and
     border protection regulation issued on 5 December 2003 under federal
     register Part II Department of Homeland security 19 CFR Parts 4, 103 et al.
     and will comply fully with these requirements for entering U.S. ports. Any
     delays, fines or penalties incurred due to Owners' failure to comply with
     the above will be for Owners' account.

61   DERRICKS

     The vessel shall be equipped, throughout the entire period of this Charter
     Party with minimum of 1x15 ton derricks.

62   I T O P F

     Owners warrant that vessel is a member of the International Tanker Owners
     Pollution Federation (ITOPF), and that Owners will retain such membership
     during the entire period of this contract. Owners further warrant that the
     vessel shall, during the period under this contract, be in full compliance
     with 1969 Civil Liability Convention (CLC) and the 1971 Fund Convention.

63   OIL SPILL PREVENTION AND RESPONSE

     Should Charterers determine that Owners do not have a suitable or adequate
     Oil Spill Response Contingency Plan that provides directly or through
     membership or contract with an oil spill response contractor or
     organisation all necessary equipment or personnel to prevent, abate,
     contain and remove pollution, Charterers shall notify Owners concerning any
     such deficiencies. Owners shall promptly rectify such deficiencies at
     Owners' cost and expense.

64   INSURANCE PROVISION

     Upon request by Charterers, Owners will provide documentary evidence of
     insurance. Further, Owners shall give a minimum of ten (10) days notice to
     Charterers in the event that liability cover is to be lowered or withdrawn.

65   SPILL RESPONSE CONTINGENCY PLAN

     Owners warrant they have an "Oil Spill Response Contingency Plan" and that
     they will provide Charterers a copy prior to commencement of this Charter
     including phone numbers of key Owners contacts. Owners further warrant that
     during this


                                                                              17


     Charter Party and any extension thereof that this plan will comply with all
     U.S. Federal and U.S. Coast Guard Requirements.

66   COMPLIANCE CLAUSE

     Owners warrant that the vessel shall, during the period of this Charter,
     comply with all applicable international conventions, all applicable Laws,
     regulations and/or other requirements of the country of the vessel registry
     and of the countries of the port(s) and/or place(s) to which the vessel may
     be ordered hereunder and all applicable regulations and/or requirements of
     any terminals or facilities in such port(s) or place(s) where the vessel
     shall load or discharge. Owners further warrant that the vessel shall have
     on board, during subject period, all certificates, records or other
     documents required by the aforesaid conventions, laws, regulations and/or
     requirements. The conventions, laws, regulations and requirements referred
     to in this paragraph include the conventions, laws, regulations and
     requirements concerning ship size, ship design, safety, operation of ship
     equipment (including inert gas and crude oil wash system if the vessel is
     so equipped), navigation, pollution and other like matters.

67   U.S. COAST GUARD REGULATION CLAUSE

     Owners certify that the vessel will be in full compliance with all known
     and future applicable United States Coast Guard Regulations including
     Pollution Prevention Regulations as specifically described as 33 CFA parts
     154, 155 and 156 or will hold necessary waivers if not in compliance. Any
     delay as a result of non-compliance will count as time off hire. If and for
     as long as the vessel will not be traded to the U.S., Charterers may
     relieve the Owners from any obligation under this clause.

68   ARCO CAST IRON CLAUSE

     Owners warrant that all riser valves and fittings, outboard of the last
     fixed rigid support to the vessel's deck, that are used in the transfer of
     cargo or ballast, will be made of steel or nodular iron and that only one
     steel reducer or spacer will be used between the vessel's valve and the
     loading arm. The fixed rigid support must be designed to prevent both
     lateral and vertical movement of the transfer manifold.

69   SHIP-TO SHIP LIGHTERAGE CLAUSE

     Charterers have the option to load and/or discharge and/or lighten the
     vessel via ship-to-ship transfer in accordance with the procedure set out
     in "OCIMF'S Ship-to-Ship Transfer Guide", always to the Master's
     satisfaction.


                                                                              18


     If ship-to-ship transfer is required this is subject to the Master's
     approval. In this event Charterers shall provide a sheltered area for
     conduct of ship-to-ship transfer operation. Any extra insurance costs,
     which may be placed on the vessel and/or cargo as a result of such
     ship-to-ship transfer operation, shall be for Charterers' account.
     Charterers are to provide and pay for adequate fenders, moorings, hoses and
     equipment necessary to perform the ship-to-ship transfer operations, all of
     which shall be to the Master's satisfaction.

     Such ship-to-ship transfer operation shall always be carried out in
     conformity, with the provisions of the "OCIMF Ship-to-Ship Transfer Guide",
     but ship-to-ship transfer operations shall always be at the Master's
     discretion and if the Master at any time considers that ship-to-ship
     transfer operations are or should become unsafe and have to be interrupted,
     the vessel shall not be considered as off hire.

     Charterers shall notify Owners of such ship-to-ship transfer operations and
     give Owners sufficient notice to arrange additional insurance cover for
     ship-to-ship transfer purpose.

     Full or partial discharge into lighters/barges shall not be considered to
     be ship-to-ship transfer.

70   MOORING AND HOSE CLAUSE

     Owners shall, unless otherwise notified by Charterers or their agent,
     supply at Owners' expense all hands, equipment and facilities required on
     board the mooring and unmooring and connecting and disconnecting hoses for
     loading and discharging.

71   SPEED AND CONSUMPTION FIGURES

     In addition to Clause 24 (a) speed and consumption:

     Laden/Ballast Fuel Oil 380 CST:

     Speed         Consumption laden         Consumption ballast
     -----         -----------------         -------------------
     16.9 knots    127 tons per day          -
     17.7 knots    -                         127 tons per day

     From the above mentioned speeds there shall be deducted a steaming
     allowance of 7.5 per cent to allow for weather and navigation.

     Idle in port or stand by:   3 tons per day
     Loading:                    12 tons per day


                                                                              19


     Pumping at full capacity:   145 tons per day

     Performing COW:             12 tons per day

72   CLEANING CLAUSE

     Cleaning of cargo tanks to be performed by the vessel's crew in accordance
     with Charterers' cleaning instructions, which always to be compatible with
     coating type/resistance list and the vessel's tanks, lines, gaskets, pumps
     and coils.

     Charterers supply cleaning chemicals if required due to cargoes carried.

73   DETENTION CLAUSE

     Should the vessel be seized or detained by any authority or arrested at the
     suit of any party having or purporting to have a claim against any interest
     in the vessel incurred by the actual Owners, hire shall not be payable in
     respect of any period during which the vessel is not at Charterers' use and
     all extra expenses shall be for Owners' account, unless such seizure or
     detention is occasioned by any personal act or omission or default of
     Charterers or their agents, or by reason of the cargo carried.

74   SMUGGLING CLAUSE

     Any delays, expenses and/or fines incurred on the account of smuggling to
     be for Owners' account if caused by the Master, Officers, Crew or Owners'
     servants.

75   HOUSE FLAG/CHARTERERS' MARKINGS

     Charterers have the privilege of flying their house flag, to paint funnel,
     bow crest in their house colours and to paint their marks on ship's sides
     and put/change name of vessel. On or prior to vessel's redelivery
     Charterers shall remove their marks on ships sides and repaint ship's name
     and funnel in accordance with Owners' request. Cost of such paintings
     and/or repainting and/or changing name for Charterers' account unless
     otherwise agreed with Master/Owners. Upon Charterers' request crew to
     perform the work and payment to be settled direct between Charterers and
     Master.

76   ENGLISH LANGUAGE CLAUSE

     The vessel will be manned with Master and Officers able to communicate both
     verbally and in written English ensuring smooth communication with
     Charterers, their agents and shore personnel of suppliers and receivers.


                                                                              20


77   ITF CLAUSE

     The Owners guarantee that the officers and crew on board are employed under
     terms and conditions approved by ITF head office competent for the country
     of the vessel's flag during the whole Charter period.

     In the event the vessel being subject to boycott by ITF or any other body,
     being delayed or rendered in-operative by strikes, labour stoppages or any
     other difficulties arising from the vessel's flag, ownership, crew or terms
     of employment of other crew of the same ownership, operation or control,
     such time lost is to be considered as off-hire and all expenses incurred
     thereby, including fuel consumed during such period; to be for Owners'
     account.

78   HEATING CLAUSE

     The vessel to be able throughout the terms of this Charter to maintain the
     cargo temperature up to a maximum of 57.5 degrees Celsius (135 degrees
     Fahrenheit) and if loaded below to increase it by 4 degrees Celsius per
     day.

79   VACCINATION CERTIFICATES

     The Owners/Managers to arrange at their time and expense that the Master,
     Officers and Crew of the vessel hold valid vaccination certificates.

80   REMEASURE CLAUSE

     Charterers have the option to re-measure the vessel for the purpose of
     satisfying certain port/terminal regulations. All cost and time to be for
     Charterers' account. The vessel to be redelivered non-measured at Owners'
     option if Charterers exercised their option to re-measure in first place.

81   EXXON MOORING

     Owners warrant that vessel's mooring lines and wires shall comply fully
     with any one of three of Exxon Mooring Criteria during the Charter Party
     period. Charterers, subject to Owners' prior consent, to supplement lines
     and mooring wires, load/or discharge pipes/equipment if required at Owners'
     expense.

82   STORAGE CLAUSE

     Charterers shall have the option of requesting the vessel to remain idle,
     at a safe place, at anchor/or drifting.


                                                                              21


83   BREACH OF WARRANTY CLAUSE

     If Owners are in breach of any of their representations and warranties,
     Charterers may so notify Owners in writing, and following the receipt by
     Owners of any such notice that Owners failed to exercise due diligence as
     required by their representations and warranties, the vessel shall be
     off-hire and no further payments shall be due until Owners have so
     demonstrated that they are exercising such due diligence.

84   INSPECTION CLAUSE

     Owners agree to allow Charterers or their designated representative access
     to the vessel on demand at any time during the term of the Charter Party,
     for the purposes of carrying out a full and detailed inspection into every
     aspect of the vessel's operation and maintenance. If as a result of such
     inspection the vessel is determined to be operating or maintained to a
     lesser standard than that existing at the time of delivery of the vessel to
     Charterers at the commencement of this Charter (the `'Delivery Standard")
     then Charterers may place the vessel off-hire until such time as the Owners
     return the vessel to the Delivery Standard as determined by Charterers. The
     vessel shall remain on-hire for 48 (forty-eight) hours after notice placing
     the vessel off-hire is given to allow Owners to review all deficiencies and
     to provide Charterers with an action plan.

     In enforcing this clause Charterers is to make allowances for fair wear and
     tear of the vessel.

85   ON-HIRE SURVEY

     Owners/Charterers agree to hold a joint on-hire survey (physical
     conditions) at last discharge port prior delivery or first load port after
     delivery. Cost of said survey to be shared equally between
     Owners/Charterers. Same applies for redelivery.

86   ISM

     Owners warrant that at all time during the performance of this charter the
     vessel shall strictly adhere to and conform to the requirements of the ISM
     Code and shall be in possession of a valid Safety Management Certificate
     (SMC). Owners further warrant that at all times during the performance of
     this charter the Owners or the Managers shall comply with the provisions of
     the ISM Code and be in possession of a Document of Compliance (DOC).

87   CHANGE OF OWNERSHIP CLAUSE

     Owners warrant that for the duration of this Charter (i) the Owners shall
     remain the sole owners of the vessel and Arlington Tankers Ltd. shall
     remain the direct


                                                                              22


     legal and beneficial owner of the Owners, (ii) there will be no change in
     the technical management of the vessel other than changes pursuant to
     Section 3 of the Agreement, dated the date hereof between Stena AB and the
     Owners, and (iii) there will be no change in the flag or registry of the
     vessel.

88   MULTIGRADE CARGOES

     Owners warrant that the vessel shall always load/discharge cargo at the
     maximum possible rate consistent with the safe operation of the vessel.
     Additionally the vessel shall be capable of loading a full cargo within a
     maximum period of 24 hours (or prorated for part cargoes). Where more than
     one grade is to be loaded/discharged such grades shall be loaded/discharged
     concurrently, whilst maintaining two valve segregation between grades,
     provided the vessel is physically capable of doing so. Any additional time
     used owing to the inability of the vessel to load/discharge in accordance
     with the above shall be considered as time off hire.

89   ONBOARD BLENDING CLAUSE

     Charterers shall have the right to perform onboard blending of cargo whilst
     loading, being two or more grades, over the designated cargo tanks to be
     loaded. Vessel's staff shall ensure that proper stability maintained during
     the entire operation. Charterers' nominated cargo inspector will always
     supervise such onboard blending and vessel's staff is to follow the
     inspector's recommendations. Charterers will issue L.O.I. in Owners' P&I
     Club wording.

90   TRACKING SYSTEM CLAUSE

     It is agreed that Charterers may from the time of fixing until completion
     of the charter period employ an Inmarsat tracking system on the vessel.
     Such tracking system works on data provided from the vessel's onboard
     Inmarsat C system and can be installed simply, either remotely, or on some
     older systems with minimal set up input from the vessel.

     All registration/communication costs relating to this tracking system will
     be for Charterers' account. Charterers will advise when the system is
     operative and confirm termination on completion of charter.

91   Q88.COM CLAUSE

     Owners to provide, free of charge, a copy of the OCIMF VPQ in the required
     electronic form so that the vessel can be included in Charterers'
     subscription to the website "Q88.com". Owners are furthermore required to
     update the system with


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     vessel approval status, certification and any other information as required
     on a regular basis.

92   GREEN AWARD CLAUSE

     Rebates in port dues etc. obtained via the Green award certificate to be
     refunded to Charterers, provided that Charterers have paid for the Green
     Award audit fees in full, or prorated for the period covered under this
     charter party.

93   SALE OF THE VESSEL

     The Owners shall have no right to sell the vessel during term of this
     Charter or any extension thereof without the Charterers' prior written
     consent, whose consent may be withheld at the Charterers' sole discretion.
     For the purpose of this Clause 93, any sale, assignment, transfer,
     conveyance or disposition of the shares of the Owners, directly or
     indirectly through intermediate holding companies, by their sole
     shareholder Arlington Tankers, Inc. to any third party not controlled by
     Arlington Tankers, Inc. shall be deemed a sale of the vessel. This clause
     93 shall not prohibit in any way the mortgaging or hypothecation of the
     vessel to a financial institution pursuant to a financing transaction
     related to the purchase of the vessel by the Owners.

94   CHANGES/IMPROVEMENTS NECESSARY FOR THE OPERATION OF THE VESSEL OR IMPOSED
     BY LEGISLATION OR CLASS

     (A)  In the event any improvement, structural change or the installation of
          new equipment is imposed by compulsory legislation and/or class rules,
          Charterers shall have the right to require that the Owners effect such
          improvement, changes or installations. The Charterers shall fully
          reimburse the Owners for the total cost of all such improvements,
          structural changes or installations up to USD100,000 in any calendar
          year. To the extent that the total cost of all such improvements,
          structural changes or installations exceed USD100,000 in any calendar
          year, the Charterers shall reimburse the Owners in an amount equal to
          the product of (i) the cost of such improvements, structural changes
          or installations and (ii) a fraction, the numerator of which shall be
          the number of whole months remaining in the charter period at the time
          of completion of such improvement, structural change or installation
          (the "Remaining Charter Period") and the denominator of which shall be
          the number of whole months remaining in the depreciation period of the
          vessel (calculated as 25 years from the year the vessel was built) at
          the time of completion of such improvement, structural change or
          installation (such product, the "Reimbursement Payment") and the
          balance of the cost of such improvement, structural change or
          installation shall be paid by the Owners. If the Charterers have made
          a payment to the Owners pursuant to the preceding sentence and
          following such payment the charter period is extended as a result of
          the exercise by the


                                                                              24


          Charterers of their option rights under Clause 49 hereof, the
          Charterers shall pay additional compensation to the Owners in an
          amount equal to the difference between the Reimbursement Payment paid
          by the Charterers and the amount that would have been paid by the
          Charterers had the Remaining Charter Period used to calculate the
          Reimbursement Payment included the number of whole months in the
          extension period.

     (B)  In any event any improvement, structural change or the installation of
          new equipment, not falling under (A) above, is deemed necessary by the
          Charterers for the continued operation of the vessel, Charterers shall
          have the right at their own cost to effect such improvement,
          structural changes or installation, with the Owners' consent which
          shall not unreasonably be withheld.

     (C)  The Owners have to be notified in writing in advance by the Charterers
          about any changes and/or improvements as afore mentioned.

     (D)  Any change, improvement or installation made pursuant to this Clause
          shall be the property of Owners.

95   THIRD PARTY CLAUSE

     Except as may be otherwise agreed in writing by the parties with any third
     party, a person who is not party to this Agreement/Charter may not enforce,
     or otherwise have the benefit of, any provision of this Agreement/Charter
     under the Contract (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 the Act.

96   NEW CLAUSE PARAMOUNT

     The Charterers warrant to include following clauses in all Bills of Lading
     issued pursuant to this time Charter by them or any subcharterer:

     (i)    Subject to sub-clauses (2) or (3) hereof, this bill of Lading shall
            be governed by, and have effect subject to, the rules contained in
            the International convention for the Unification of Certain Rules
            relating to Bills of Lading signed at Brussels on 25th August 1924
            (hereafter the "Hague Rules") as amended by the Protocol signed at
            Brussels on 23rd February 1968 (hereafter the "Hague-Visby Rules").
            Nothing contained herein shall be deemed to be either a surrender by
            the carrier of any rights or immunities or any increase of any of
            his responsibilities or liabilities under the Hague-Visby Rules.


                                                                              25


     (ii)   If there is governing legislation which applies the Hague-Visby
            Rules compulsory to this Bill of Lading, to the exclusion of the
            Hague-Visby Rules, then this Bill of Lading shall have effect
            subject to the Hague Rules. Nothing herein contained shall be deemed
            to be either a surrender by the carrier of any of his rights or
            immunities or an increase of any of his responsibilities or
            liabilities under the Hague Rules.

     (iii)  If there is governing legislation which applies the Hamburg Rules
            compulsory to this Bill of Lading to the exclusion of the
            Hague-Visby Rules, then this Bill of Lading shall have effect
            subject to the Hamburg Rules. Nothing herein contained shall be
            deemed to be either a surrender by the carrier of any of his rights
            or immunities or an increase of any of his responsibilities or
            liabilities under the Hamburg Rules.

     (iv)   If any term of this Bill of Lading is repugnant to the Hague-Visby
            Rules, the Hague Rules or the Hamburg Rules, as applicable, such
            term shall be void to that extent but no further.

97   ARBITRATION

     Any dispute arising under this charter shall be referred to the arbitration
     in London in accordance with the provisions of the Arbitration Act 1996, or
     any statutory modification or re-enactment thereof for the time being in
     force save to the extent necessary to give effect to this provisions of
     this Clause. The arbitration shall be conducted in accordance with the
     London Maritime Arbitration Association (LMAA) terms current at the time
     when the arbitration proceedings are commenced.

     The reference shall be to three arbitrators; one to be appointed by each of
     the parties hereto, and the third to be appointed by the two so chosen;
     their decision or that of any two of them shall be final. 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.


                                                                              26


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

     In case where neither the claim nor any counterclaim exceeds the sum of
     USD50,000 (or such other sum as the parties may agree) the arbitration
     shall be conducted in accordance with the LMAA Small Claim Procedure
     current at the time when the arbitration proceedings are commenced.

98   NO ASSIGNMENT BY CHARTERERS

     Notwithstanding any other provisions of this Charter, the Charterers may
     not assign any of their rights and obligations under this Charter without
     the prior written consent of the Owners.

99   OPTIONAL TERMINATION

     In the event the vessel is not delivered under this Charter by December 1,
     2004, both the Owners and the Charterers shall have the right to terminate
     this Charter and neither the Owners or the Charterers shall be entitled to
     damages or to any other compensation or reimbursement of expenses.

100  OPTIONAL TERMINATION BY OWNERS

     Upon the expiration of the Sun Charter, if Sun International does not
     extend the Sun Charter with the Charterers at a daily rate of time charter
     hire at least equal to the Basic Hire, the Owners shall have the right to
     terminate this Charter upon notice in writing to the Charterers no less
     than 60 days prior to the date of such termination, which right shall be
     exercisable by the Owners at any time until one year following the
     expiration of the Sun Charter; provided, however, that the Owners shall not
     have such right to terminate this Charter if the Charterers have (A)
     entered into a new time charter in respect of the vessel for the remainder
     of the charter period under this Charter with a company (or its subsidiary)
     having a credit rating of "BBB" or higher from Standard & Poor's Rating
     Services or "Baa2" or higher from Moody's Investors Service, Inc. at a
     daily rate of time charter hire at least equal to the Basic Hire or (B)
     provided cash collateral to the Owners initially in an amount equal to
     $7.5 million and decreasing quarterly thereafter pro rata, as security for
     the Charterers' payment obligations under this Charter.