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                                                                    EXHIBIT 4.14

                                                               DATED 6 JUNE 2001


                         THE ROYAL BANK OF SCOTLAND PLC

                                       and

                                PETROMAR LIMITED


                 ----------------------------------------------

                                 LOAN AGREEMENT
                        for a USD20,000,000 loan facility
                          in respect of Hull No. S1051
                        at Daedong Shipbuilding Co. Ltd.
                                (tbn "PETROMAR")

                 ----------------------------------------------

                           Sinclair Roche & Temperley
                                     London

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                                      INDEX
                                      -----

<Table>
<Caption>
CLAUSE            SUBJECT                                                    PAGE NO.
------            -------                                                    --------
<S>               <C>                                                         <C>
1.                PURPOSE, DEFINITIONS AND CONSTRUCTION                        1
2.                THE BANK'S COMMITMENT                                        9
3.                USE OF PROCEEDS                                              9
4.                DRAWDOWN                                                     9
5.                INTEREST                                                    10
6.                DEFAULT INTEREST                                            11
7.                SUBSTITUTE BASIS OF FUNDING FOR THE LOAN                    12
8.                REPAYMENT AND PREPAYMENT                                    13
9.                SECURITY                                                    15
10.               FEES                                                        16
11.               PAYMENT AND ACCOUNTS                                        16
12.               REPRESENTATIONS AND WARRANTIES                              18
13.               COVENANTS AND UNDERTAKINGS                                  21
14.               EVENTS OF DEFAULT                                           24
15.               YIELD PROTECTION, ILLEGALITY AND
                  FORCE MAJEURE                                               26
16.               TAXES                                                       27
17.               BENEFIT OF AGREEMENT                                        28
18.               EXPENSES AND INDEMNITIES                                    29
19.               SET-OFF AND COMBINATION OF ACCOUNTS                         30
20.               MISCELLANEOUS                                               31
21.               NOTICES                                                     31
22.               GOVERNING LAW, JURISDICTION AND PROCESS                     32
</Table>

SCHEDULE 1 THE MANDATORY COST RATE

SCHEDULE 2 THE CONDITIONS PRECEDENT

SCHEDULE 3 THE FORM OF UTILISATION REQUEST

SCHEDULE 4 THE MANAGER'S UNDERTAKING

EXECUTION PAGE

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THIS LOAN AGREEMENT dated the 6th day of June 2001 is made by and between:-

(1)      THE ROYAL BANK OF SCOTLAND PLC and

(2)      PETROMAR LIMITED

IT IS AGREED as follows:-

1.       PURPOSE, DEFINITIONS AND CONSTRUCTION

1.1      This Agreement sets forth the terms and conditions upon which the Bank
         will make available to the Borrower from the Lending Office (as
         hereinafter defined) a secured floating interest rate term loan of up
         to twenty million United States Dollars (USD20,000,000) to part finance
         the purchase of the Ship hereinafter defined).

1.2      In this Agreement the following words and expressions shall have the
         following meanings:-

         "Advance"
         the amount drawn down (or, as the context may require, to be drawn
         down) by the Borrower under the Facility;

         "Agreement"
         this agreement including its Schedules;

         "Applicable Rate"
         One per cent (1%) per annum;

         "Assignment of Earnings"
         the first priority assignment of the Earnings to be entered into by the
         Borrower in favour of the Bank, such assignment to be in form and
         substance satisfactory to the Bank;

         "Assignment of Insurances"
         the first priority assignment of the Insurances and all Requisition
         Compensation to be entered into by the Borrower in favour of the Bank,
         such assignment to be in form and substance satisfactory to the Bank;

         "Bank"
         The Royal Bank of Scotland p1c, a banking institution established under
         the laws of Scotland having its registered office at 36 St. Andrew
         Square, Edinburgh EH2 2YB, Scotland and acting through the Lending
         Office;

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         "Banking Day"
         a day (other than Saturday or Sunday) on which commercial banks and
         foreign exchange markets are open for domestic and foreign exchange
         business in London and, for the purpose of ascertaining when payments
         are to be made under this Agreement, also in New York City;

         "Borrowed Money"
         any amount actually or contingently payable by an entity as a result of
         any transaction entered into to enable such entity to finance its
         operations, working or longer term capital requirements, debts,
         receivables, inventory or any other aspect of its business;

         "Borrower"
         Petromar Limited, a company organised and existing under the laws of
         the Republic of Liberia having its registered office at 80 Broad
         Street, Monrovia, Liberia;

         "Break Costs"
         the aggregate amount of all losses, premiums, penalties, costs and
         expenses whatsoever incurred by the Bank at any time, either:-

         (A)      as a result of any repayment of the Loan or any part thereof
                  otherwise than in accordance with Clause 8 and on a day other
                  than an Interest Payment Date whether on a voluntary or
                  involuntary basis or otherwise howsoever; or

         (B)      as a result of the Borrower for any reason failing or being
                  incapable of drawing the Loan or any part thereof after
                  serving a Utilisation Request upon the Bank,

         in liquidating or reemploying fixed deposits acquired to maintain the
         Loan or any part thereof as certified by the Bank to the Borrower on
         each occasion on which they may arise;

         "Builder"
         Daedong Shipbuilding Co. Ltd., a company organised and existing under
         the laws of Korea having its principal office at 100, Wonpo-dong,
         Chinhee, Kyungsangnam-do, Korea;

         "Building Contract"
         the agreement dated 23 November 1999 made between the Seller and the
         Builder for the construction, launching and equipping of an
         oil/chemical tanker d.w.t. 25,300 designated as Builder's hull number
         S1051;

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         "certified copy"
         in relation to any document delivered or issued by or on behalf of any
         company, a copy of such document certified as a true and complete copy
         of the original by any of the directors or the secretary or assistant
         secretary for the time being of such company or such company's
         solicitors or counsel;

         "Closing Date"
         30 June 2001 or such later date as the Bank may agree in writing in its
         sole and unfettered discretion (without having any legal or other
         commitment of any kind to that effect);

         "Compulsory Acquisition"
         requisition for title or other compulsory acquisition of the Ship
         (otherwise than by requisition for hire), capture, seizure, arrest,
         detention or confiscation of the Ship by or on behalf of any government
         or governmental authority or agency or by persons acting or purporting
         to act on behalf of any such government or governmental authority or
         agency unless the Ship be released from such compulsory acquisition,
         capture, seizure, arrest, detention or confiscation within thirty (30)
         days of the occurrence thereof;

         "Conditions Precedent"
         the conditions set forth in Schedule 1;

         "Credit Support Document", "Credit Support Provider" and "Early
         Termination Date"
         each have the meaning given to that expression in section 14 of the
         Master Agreement;

         "Delivery Date"
         the date on which the Ship is delivered to and accepted by the Borrower
         under the MOA;

         "Dollars" and "USD"
         United States Dollars, being the legal currency at any relevant time
         hereunder of the United States of America and in respect of all
         payments under the Security Documents immediately available funds or
         such other United States Dollars funds as shall at any such relevant
         time be customary for settlement of international banking transactions
         in New York on a same day basis;

         "Drawdown Date"
         the date on which the Advance is drawn down;

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         "Earnings"
         all moneys whatsoever due or to become due to the Borrower at any time
         during the Loan Period arising out of the use or operation of the Ship
         including (but without prejudice to the generality of the foregoing)
         all freight, hire and passage moneys, compensation payable to the
         Borrower in the event of requisition of the Ship for hire, remuneration
         for salvage and towage services, demurrage and detention moneys and
         damages for breach (or payments for variation or termination) of any
         charterparty or any other contract of employment of the Ship;

         "Encumbrance"
         any mortgage, assignment, transfer by way of security, charge, pledge,
         lien, title retention, security interest, hypothecation, trust
         arrangement or other encumbrance securing or any right conferring a
         priority of payment in respect of any obligation of any person;

         "Equivalent Amount"
         in relation to an amount of one currency (the "first amount") such
         amount of another currency which, on any relevant date, the Bank
         certifies it could have purchased by exchanging the first amount
         therefor for immediate delivery at the rate of exchange between such
         currencies certified by the Bank to be the rate at which it would have
         been able, at the opening of business on such date, to effect such
         transaction;

         "Event of Default"
         any of the events or circumstances set forth in Clause 14;

         "Execution Date"
         the date of execution of this Agreement by the parties hereto;

         "Facility"
         the loan facility referred to in Clause 2.1;

         "Guarantee"
         the irrevocable and unconditional deed of guarantee and indemnity to be
         entered into by the Guarantor in favour of the Bank in respect of the
         obligations of the Borrower to the Bank under this Agreement, in form
         and substance satisfactory to the Bank;

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         "Guarantor"
         Stelmar Shipping Limited, a company organised and existing under the
         laws of the Republic of Liberia having its registered office at 80
         Broad Street, Monrovia, Liberia;

         "Insurances"
         all policies and contracts of insurance (which expression includes all
         entries of the Ship in any protection and indemnity association or any
         war risks association and, where the context so admits, any reinsurance
         of any such policies and contracts of insurance) which are from time to
         time during the Loan Period taken out or entered into by or on behalf
         of the Borrower in respect of the Ship or her increased value or
         Earnings or otherwise howsoever in connection therewith and, where the
         context so admits, all benefits thereof including all claims of
         whatsoever nature and returns of premium thereunder;

         "Interest Payment Date(s)"
         the last day of each Interest Period and, if an Interest Period is
         longer than six (6) months' duration, the date falling at the end of
         each successive period of six (6) months during such Interest Period
         starting from its commencement;

         "Interest Period"
         each period fixed in accordance with the provisions of Clause 5.2 as
         the period for the calculation of the Interest Rate in respect of the
         Loan or any relevant part thereof;

         "Interest Rate"
         the rate of interest payable in respect of the Loan or any part thereof
         (as the context may require) ascertained in accordance with the
         provisions of Clause 5.3;

         "Lending Office"
         the Bank's office at the Shipping Business Centre at 5-10 Great Tower
         Street, London EC3P 3HX, England or such other office as the Bank shall
         from time to time select and notify to the Borrower in writing;

         "Loan"
         a loan of up to twenty million United States Dollars (USD20,000,000) or
         up to sixty five per cent (65%) of the Purchase Price whichever is the
         lower to be advanced by the Bank to the Borrower hereunder or, where
         the context so admits, the principal amount of the Advance which has
         been drawn down hereunder and which from time to time remains
         outstanding;

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         "Loan Period"
         the period from the Drawdown Date to the date upon which all amounts
         due or to become due now or at any time in the future to the Bank under
         the Security Documents have been finally and irrevocably paid and/or
         repaid in full;

         "Management Agreement"
         means the management agreement in respect of the technical and
         commercial management of the ship made or to be made between the
         Borrower and the Manager or, where the context so admits, but without
         prejudice to the Borrowers' obligations under Clause 13.2(H) each such
         other management agreement as may be entered into by the Borrower from
         time to time in respect of the Ship and which has been approved in
         writing by the Bank;

         "Manager"
         means Stelmar Tankers (Management) Ltd. of Status Center, 2A Areos
         Street, Vouliagmeni 16671, Athens, Greece or, where the context so
         admits, but without prejudice to the Borrower's obligations under
         Clause 13.2(H), such other person as may from time to time be the
         technical and or commercial manager of the Ship;

         "Manager's Subordination Undertaking"
         means in respect of the Ship the written subordination undertaking to
         be issued by the Manager in favour of the Bank, in form and substance
         satisfactory to the Bank;

         "Mandatory Cost Rate"
         the percentage rate which represents the cost to the Bank, relative to
         the Loan, of compliance with the requirements of the Bank of England,
         the Financial Services Authority or any other regulatory authority, as
         determined by the Bank in accordance with the formula detailed in
         Schedule 1 hereto;

         "MOA"
         means the memorandum of agreement dated 6 April 2001 and made between
         the Seller and the Guarantor in respect of the Ship as the same may
         from time to time be amended, supplemented or assigned;

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         "Master Agreement"
         the Master Agreement (on the 1992 ISDA (Multicurrency - Crossborder)
         form) as modified by the Bank and the Borrower of even date herewith
         made between the Bank and the Borrower, and includes all transactions
         from time to time entered into and confirmations from time to time
         exchanged under the Master Agreement and any amending, supplementing or
         replacement agreements made from time to time;

         "Master Agreement Liabilities"
         at any relevant time, all liabilities actual or contingent, present or
         future, of the Borrower to the Bank under the Master Agreement;

         "Master Agreement Security Deed"
         the deed containing, inter alia, a charge in respect of the Master
         Agreement executed or to be executed by the Borrower in favour of the
         Bank, such deed to be in form and substance satisfactory to the Bank;

         "month"
         a period starting on one day in a calendar month and ending on the
         numerically corresponding day in the next calendar month save that,
         where any such period would otherwise end on a day which is not a
         Banking Day, it shall end on the next Banking Day unless that date
         falls in the calendar month succeeding that in which it would otherwise
         have ended, in which case it shall end on the preceding Banking Day
         provided that, if a period starts on the last Banking Day in a calendar
         month or if there is no numerically corresponding day in the month in
         which that period ends, that period shall end on the last Banking Day
         in that later month;

         "Mortgage"
         the first preferred Panamanian mortgage on the Ship to be entered into
         and registered by the Borrower in favour of the Bank, in form and
         substance satisfactory to the Bank;

         "Notice Address"
         Status Center, 2A Areos Street, Vouliagmeni, GR-166 71 Athens, Greece
         (telefax no. + 301 9670 150) or such other address and telefax number
         as is notified by the Borrower in writing to the Bank;

         "Obligors"
         the Borrower, the Guarantor, the Manager and any other person or
         company who from time to time is liable or provides security to the
         Bank for payment of the Outstanding Indebtedness or any part thereof;

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         "Operating Account"
         the Dollar current account number PETROM-USD1 designated "PETROMAR"
         -Operating Account" held by the Borrower with the Bank at the lending
         office for the receipt of the Earnings as specified in Clause 11.1 or
         such other account or accounts as may be established for this purpose
         with the prior written consent of the Bank;

         "Outstanding Indebtedness"
         the aggregate of the Loan, accrued interest thereon, the Swap
         Liabilities and any other moneys whatsoever payable or to become
         payable now or at any time to them under or pursuant to the Security
         Documents and the Master Agreement and any of them;

         "Permitted Encumbrances"

         (A)      any Encumbrances created by or pursuant to the Security
                  Documents;

         (B)      any Encumbrances on the Ship relating to current crew's wages
                  or Encumbrances giving rise to maritime liens or otherwise
                  arising by operation of law;

         (C)      any Encumbrances on the Ship relating to a claim the liability
                  for which is covered by the Insurances and has been accepted
                  by the Ship's insurers;

         (D)      any Encumbrances on the Ship relating to a claim against which
                  the Borrower or its insurers or any other person has provided
                  a first class bank guarantee or other counter-security
                  acceptable to the Bank to the claimant securing the full value
                  of the claim;

         "Possible Event of Default"
         any event which, with the giving of notice or lapse of time would
         constitute an Event of Default or any other event which with the
         fulfilment of any other condition clearly identifiable by the Bank
         would constitute an Event of Default;

         "Process Address"
         24 Buckingham Gate, London SW1E 6LB, England (or such other address in
         England as the Process Agent may from time to time notify in writing to
         the Bank);

         "Process Agent"
         Stelmar Tankers (UK) Ltd. (or such other person as may be approved by
         the Bank in accordance with Clause 22.3);

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         "Purchase Price"
         the sum of thirty million seven hundred and fifty thousand Dollars
         (USD30,750,000) payable by the Borrower to the Seller under the MOA;

         "RBS Libor"
         the rate at which deposits in Dollars in an amount approximately equal
         to the Loan (or any part thereof) are (or would have been) offered by
         the Bank to leading banks in the London Interbank Dollar Market at or
         about 11.00 a.m. (London time) on the second Banking Day prior to the
         commencement of such Interest Period for a period equal to such
         Interest Period and for delivery on the first Banking Day thereof

         "Repayment Date"
         a date on which any instalment of principal of the Loan becomes due and
         payable by the Borrower pursuant to the terms of Clause 8.1;

         "Requisition Compensation"
         all moneys or other compensation receivable by the Borrower in the
         event of Compulsory Acquisition of the Ship or requisition of the Ship
         for hire;

         "Security Documents"
         this Agreement, the Master Agreement, the Mortgage, the Assignment of
         Insurances, the Assignment of Earnings, the Guarantee, the Manager's
         Subordination Undertaking, the Credit Support Documents, the Master
         Agreement Security Deed and, where the context so admits, any other
         securities, guarantees or undertakings whatsoever which the Borrower
         has agreed to procure and/or which may be executed at any time in
         respect of the Outstanding Indebtedness;

         "Seller"
         Nordafrika Pte. Ltd., a company incorporated under the laws of
         Singapore, having its registered office at 78 Shenton Way, #17-01,
         079120 Singapore;

         "Ship"
         the motor vessel which is the subject of the Building Contract
         designated as Builder's hull number S1051 and which upon her delivery
         to the Borrower thereunder on the Drawdown Date will be registered in
         the name of the Borrower under the laws and flag of Panama and named
         "PETROMAR";

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         "Subject Documents"
         means this Agreement, the other Security Documents, the Master
         Agreement, the MOA, the Building Contract, the Management Agreement and
         any and all documents executed or delivered pursuant to any one or more
         of these documents;

         "subsidiary"
         has the meaning ascribed thereto by Section 736 of the Companies Act
         1985 as amended by Section 144 of the Companies Act 1989;

         "Taxes"
         all taxes (including, but without limitation, income, ad valorem,
         capital gains, value added, service, sales, excise, franchise, stamp,
         property or other taxes) levies, imports, duties, charges,
         withholdings, assessments, penalties, fines, interest on tax, all
         licence and registration fees and any other governmental,
         quasi-governmental or official charges wheresoever and by whomsoever
         imposed and "Taxation" shall be construed accordingly;

         "Telerate"
         the rate for deposits in Dollars in an amount approximately equal to
         the Loan (or any part thereof) at or about 11.00 a.m. (London time) on
         the second Banking Day prior to the commencement of an Interest Period
         for a period equal to such Interest Period and for delivery on the
         first Banking Day thereof as displayed on Telerate page 3750 or, as the
         context may require, page 3740 (British Bankers' Association Interest
         Settlement Rates) (or such other page as may replace such page 3750 or,
         as the context may require, page 3740 on such system or on any other
         system of the information vendor for the time being designated by the
         British Bankers' Association to calculate the BBA Interest Settlement
         Rate (as defined in the British Bankers' Association's Recommended
         Terms and Conditions ("BBAIRS" terms) applicable at the time));

         "Total Loss"
         actual, constructive or compromised or arranged total loss or
         Compulsory Acquisition of the Ship;

         "Transaction"
         a Transaction as defined in the introductory paragraph of the Master
         Agreement;

         "Utilisation Request"
         a request executed by the Borrower in the form set forth in Schedule 2;

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         "Valuation"
         a valuation of the Ship assessed in accordance with Clause 13.4(B).

1.3      In this Agreement unless the context otherwise requires:-

         (A)      clause headings are inserted for convenience of reference only
                  and shall be ignored in the interpretation of this Agreement;

         (B)      references to Clauses and Schedules are to be construed as
                  references to clauses of, and schedules to, this Agreement;

         (C)      reference to any document (or to any specified provision
                  thereof) shall be construed as reference to that document or
                  that provision as amended, varied or novated with the
                  agreement of all relevant parties whose consent to such
                  amendment, variation or novation may be required;

         (D)      references to any party to any document shall include
                  reference to such party's successors and permitted assigns;

         (E)      words importing the plural shall include the
                  singular and vice versa;

         (F)      reference to a person shall be construed as references to an
                  individual, firm, company, corporation, unincorporated body of
                  persons or any state or any agency thereof; and

         (G)      references to a company shall include any body corporate.

2.       THE BANK'S COMMITMENT

2.1      In reliance upon each of the representations and warranties contained
         in Clause 12, induced by the execution and delivery of the Security
         Documents and subject always to the terms, covenants and conditions
         herein contained, the Bank grants to the Borrower a loan facility of up
         to twenty million Dollars (USD20,000,000) or sixty five per cent (65%)
         of the Purchase Price whichever is the lower which shall be available
         for drawing in one single amount on or before the Closing Date.

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2.2      No amount shall be available for drawing under the Facility after the
         Closing Date.

3.       USE OF PROCEEDS

3.1      The Borrower shall apply the proceeds of the Advance in payment to the
         Seller of part of the Purchase Price of the Ship under the MOA.

4.       DRAWDOWN

4.1      The Loan shall be available for drawing in one single amount for
         application in accordance with Clause 3.1 if and provided that:-

         (A)      all of the relevant Conditions Precedent have been fulfilled
                  to the Bank's satisfaction;

         (B)      no Event of Default or Possible Event of Default has occurred
                  or will result from the drawdown of the Advance;

         (C)      the Borrower shall have served a Utilisation Request upon the
                  Bank giving not less than two (2) clear Banking Days' notice
                  of intended drawdown of the Advance (or such lesser period of
                  notice as is acceptable to the Bank) on a specific date being
                  a Banking Day and a date occurring on or before the Closing
                  Date. Such notice having been given the Advance shall be drawn
                  subject as aforesaid on the date requested.

4.2      The Bank may in its sole and unfettered discretion allow the Loan to be
         advanced notwithstanding that any Condition Precedent has not been
         fulfilled to its satisfaction or any Event of Default or Possible Event
         of Default has occurred. In this event the Borrower hereby covenants to
         comply with such Condition Precedent or, as the case may be, to remedy
         such Event of Default or Possible Event of Default within such period
         as the Bank may specify and failure to do so shall be deemed to
         constitute the occurrence of an Event of Default.

5.       INTEREST

5.1      The Borrower shall pay interest on the Loan or relevant part thereof at
         the Interest Rate in arrears on each Interest Payment Date.

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5.2      In this Agreement "Interest Period" means each such successive period
         commencing on the Drawdown Date and thereafter on the expiry of the
         previous such period of one (1), three (3), six (6), nine (9) or twelve
         (12) months' duration as the Borrower may nominate in respect of the
         Loan by notice to the Bank not later than about 11:00 a.m. London time
         two (2) clear Banking Days prior to the commencement of each such
         period or of such alternative duration as the Bank may agree in writing
         in its sole and unfettered discretion provided always that:-

         (A)      if the Borrower fails to select an Interest Period in
                  accordance with this Clause 5.2 or the Bank certifies that
                  deposits for the period selected by the Borrower are not
                  available to it in the ordinary course of business in the
                  London interbank eurocurrency market to fund the Loan, the
                  Borrower shall be deemed to have selected an Interest Period
                  of one (1) month or, at the Bank's sole and unfettered
                  discretion, such alternative duration as is determined by the
                  Bank after consultation with the Borrower;

         (B)      if an Interest Period is selected in respect of the Loan or
                  part thereof which extends beyond one or more Repayment Dates,
                  the Loan or relevant part thereof shall be divided into two
                  or, as the case may be, more portions, one or more of such
                  portions being an amount equal to the amount of the principal
                  instalment or instalments required to be repaid on the
                  relevant Repayment Date or Dates pursuant to Clause 8.1 and
                  having an Interest Period or Periods of such length as will
                  expire on such date or dates and the Interest Period relating
                  to the rest of the Loan will be determined in accordance with
                  the rest of this Clause 5.2;

         (C)      if an Interest Period would otherwise end on a day which is
                  not a Banking Day, the Interest Period shall be extended until
                  the next following Banking Day unless the next following
                  Banking Day falls in the next calendar month in which case the
                  Interest Period will be shortened to expire on the preceding
                  Banking Day;

         (D)      if an Interest Period commences on the last Banking Day in a
                  month or if there is no day in the month in which the Interest
                  Period will end which corresponds numerically to the day on
                  which it begins, the Interest Period shall end on the last
                  Banking Day in that month.

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5.3      Subject to the terms of this Agreement the rate of interest applicable
         to the Loan (or any part thereof, for each Interest Period relating
         thereto shall be the rate per annum determined by the Bank to be the
         aggregate of (i) the Applicable Rate and (ii) the Mandatory Cost Rate
         and (iii) RBS Libor.

5.4      Interest on the Loan shall accrue from day to day and be calculated on
         the basis of a year of three hundred and sixty (360) days for the
         actual number of days elapsed and the Bank shall promptly notify the
         Borrower in writing of the results of each such computation.

5.5      In the event that a Transaction is to be entered into under the Master
         Agreement then (subject to Part 5 (i) of the Master Agreement) the
         relevant Interest Rate for each and every Interest Period applicable to
         that part of the Loan the subject of the Transaction (commencing with
         the first Interest Period relating to such Transaction) shall be
         Telerate (or, if on such date no Telerate is displayed, RBS Libor).

5.6      The Borrower may elect for the relevant Interest Rate for each and
         every Interest Period applicable to that part of the Loan the subject
         of a Transaction (commencing with the first Interest Period relating to
         such Transaction) to be RBS Libor rather than Telerate provided that
         such election (which shall be irrevocable) is notified in writing by
         the Borrower to the Bank not later than 11:00 a.m. (London time) two
         Business Days prior to the commencement of such first Interest Period
         (or such other period as the Bank, in its sole and absolute discretion,
         may agree).

6.       DEFAULT INTEREST

6.1      In the event that the Bank does not receive on the due date any sum due
         under this Agreement or any of the Security Documents to which the
         Borrower is a party (or any agreement entered into by the Borrower in
         connection herewith or therewith), the Borrower shall pay to the Bank
         on demand interest on such sum from and including the due date therefor
         to the date of actual payment (as well after as before judgement) at
         the rate per annum determined by the Bank to be, if such sum is
         principal, one per cent (1%) above the higher of the rates set out at
         (a) and (b) below and, if such sum is other than principal, one per
         cent (1%) above the rate set out at (b) below:

<Page>

         (A)      the rate (inclusive of the Applicable Rate) applicable to such
                  overdue principal immediately prior to the due date (and in
                  any event only for the unexpired part of any Interest Period
                  relative to such overdue principal) together with the
                  Mandatory Cost Rate;

         (B)      the Applicable Rate plus the rate per annum at which deposits
                  in Dollars in an amount equal to such overdue amount are
                  offered by the Bank to leading banks in the London Interbank
                  Dollar Market on call or for successive periods of any
                  duration up to three months, as the Bank may determine from
                  time to time together with the Mandatory Cost Rate. Such
                  interest rate shall be determined on the commencement of each
                  such period. If the Bank determines that Dollar deposits are
                  not being made available by it to leading banks in the London
                  Interbank Dollar Market in the ordinary course of business,
                  such interest rate shall be determined by reference to the
                  cost of funds to the Bank from such other sources as the Bank
                  may from time to time determine.

         Any such interest which is not paid when due shall be compounded at the
         end of each such Interest Period or other period as the case may be
         (both before and after any notice of demand by the Bank under Clause
         14.1).

7.       SUBSTITUTE BASIS OF FUNDING FOR THE LOAN

7.1      Notwithstanding anything to the contrary in this Agreement, if and each
         time that prior to the commencement of any Interest Period the Bank
         shall have determined in good faith (which determination shall be
         conclusive and binding on the parties hereto) that:-

         (A)      by reason of circumstances affecting the London Interbank
                  Dollar Market adequate and fair means do not exist for
                  ascertaining the Interest Rate; or

         (B)      deposits in Dollars of equal duration to an Interest Period
                  will not be available to the Bank in the London Interbank
                  Dollar Market in sufficient amounts in the ordinary course of
                  business to fund the Loan during such Interest Period; or

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         (C)      by reason of any material change in applicable law or
                  regulation or in the interpretation or application thereof
                  occurring after the Execution Date by the governmental or
                  quasi governmental or judicial authority or central bank
                  charged with the administration or interpretation of such law
                  or regulation or of any material change in national or
                  international financial or economic conditions, the Bank is or
                  would be unable to fund or to continue to fund the Loan during
                  such Interest Period by deposits obtained in the London
                  interbank eurocurrency market;

         then the Bank shall promptly give notice (a "Suspension Notice"),
         containing full particulars thereof in reasonable detail to the
         Borrower.

7.2      If a Suspension Notice is given by the Bank before the Drawdown Date
         then the Bank shall not be obliged to make the Loan or any part thereof
         available until notice to the contrary is given by the Bank. During the
         period of thirty (30) days from such Suspension Notice, the Bank shall
         consult in good faith with the Borrower with a view to agreeing to an
         alternative basis for the advance of the Loan or any part thereof. If
         such alternative basis is agreed between the Borrower and the Bank, it
         shall apply in accordance with its terms.

7.3      If the Loan or any part thereof has been made available before a
         Suspension Notice is given by the Bank, during the period of thirty
         days (30) from the date of such Suspension Notice, the Bank shall
         consult in good faith with the Borrower with a view to agreeing an
         alternative basis (in this Agreement referred to as the "Substitute
         Basis") for maintaining the Loan provided that, if the Bank acting in
         good faith shall be unable to agree an alternative basis with the
         Borrower as aforesaid within such thirty (30) day period, the Bank
         shall certify a Substitute Basis which shall reflect the cost to the
         Bank of funding the Loan from other sources plus the Applicable Rate.
         Such Substitute Basis may be retroactive to the beginning of such
         Interest Period and may include an alternative method of fixing the
         Interest Rate or alternative Interest Periods for the Loan, provided
         always that so far as practicable any such Substitute Basis shall be
         computed by the Bank in a manner and for periods as similar as possible
         to those provided in Clause 5. Each Substitute Basis so agreed by the
         Bank and the Borrower or (as the case may be) certified by the Bank
         shall be binding upon the Borrower and the Bank and shall be treated as
         part of this Agreement.

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7.4      So long as any Substitute Basis is in force, the Bank, in consultation
         with the Borrower, shall from time to time, but not less often than
         monthly, review whether or not the circumstances referred to in Clause
         7.1 still prevail with a view to agreeing a return to the normal
         provisions of this Agreement.

8.       REPAYMENT AND PREPAYMENT

8.1      Save as otherwise provided herein, the Loan shall be repaid by the
         Borrower to the Bank over a period of ten (10) years by twenty (20)
         consecutive semi-annual instalments. The first nineteen (19)
         instalments shall each be in the amount of five hundred and sixty
         thousand Dollars (USD560,000) and the final instalment shall be in the
         amount of nine million three hundred and sixty thousand Dollars
         (USD9,360,000). The first instalment shall be payable six (6) months
         after the Drawdown Date and the rest of the instalments shall be
         payable at consecutive six (6) monthly intervals after the due date for
         the first instalment except that:-

(A)      if any such repayment date would otherwise fall on a day which is not a
         Banking Day, the repayment date shall be the next following Banking Day
         unless the next following Banking Day falls in the next calendar month
         in which case the repayment date shall be the preceding Banking Day;

(B)      if there is no day in the month which corresponds numerically to the
         day on which the repayment date would otherwise fall, the repayment
         date shall be the last Banking Day in that month.

8.2      On giving at least fourteen (14) days' prior written notice to the
         Bank, the Borrower may, without penalty or premium, prepay the whole or
         any part of the Loan (but if in part, in multiples of one hundred
         thousand Dollars (USD1OO,000) at any time. The Borrower shall reimburse
         the Bank for any Break Costs incurred in connection with any such
         prepayment which will take place on a day other than an Interest
         Payment Date. Each such prepayment shall be made together with accrued
         interest on the amount prepaid and all other sums payable thereon under
         the terms of this Agreement and if such prepayment is not made on the
         last day of an Interest Period relating to the amount prepaid, together
         with any sums payable pursuant to Clause 18 but without premium or
         other payment.

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8.3      Any prepayment of less than the whole of the Loan under this or any
         other provision of this Agreement shall be applied (unless expressly
         provided otherwise by the Bank) in or towards repayment of the
         instalments payable pursuant to the terms of Clause 8.1 in inverse
         chronological order of maturity.

8.4      Any notice given by the Borrower under Clause 8.2 shall be irrevocable
         and shall oblige the Borrower to pay to the Bank the amount therein
         stated on the date therein stated. No amount prepaid may be redrawn.
         Prepayments under this Agreement shall be made together with accrued
         interest thereon.

8.5      If the Ship is or becomes a Total Loss, the Borrower shall prepay the
         whole of the Loan forthwith upon receipt of the proceeds of the
         Insurances or the Requisition Compensation relating thereto (as the
         case may be) except that if either:-

         (A)      such proceeds of the Insurances or Requisition Compensation
                  (as the case may be) are not received by the Bank as assignee
                  thereof within six (6) months of the occurrence of the Total
                  Loss; or

         (B)      the Bank has reasonable grounds to believe that such proceeds
                  will not be so received within such six (6) months period

then the Borrower shall be obliged instead to prepay the whole of the Loan
forthwith upon written notice from the Bank requiring it to do so.

8.6      If for any reason any part of the Loan is not drawn down under this
         Agreement but nonetheless a Transaction has been entered into under the
         Master Agreement which the Bank and the Borrower agree in writing was
         intended to relate to all or part of the Loan when drawn down, subject
         to Clause 8.8, the Bank shall be entitled but not obliged to amend,
         supplement, cancel, net out, terminate, liquidate, transfer or assign
         all or any part of the rights, benefits and obligations created by the
         Master Agreement and/or to obtain or re-establish any hedge or related
         trading position in any manner and with any person the Bank in its
         absolute discretion decides, and in the event of the Bank exercising
         any part of its entitlement aforesaid the Borrower's continuing
         obligations under the Master Agreement shall, unless agreed otherwise
         by the Bank, be calculated so far as the Bank considers it practicable
         by reference to the repayment schedule taking into account the fact
         that less

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         than the full amount of the Loan has been advanced.

8.7      Where a Transaction has been entered into under the Master Agreement
         which the Borrower and the Bank have agreed in writing is in relation
         to all or part of the Loan and all or part of the Loan is prepaid under
         this Agreement then, subject to Clause 8.8 the Bank shall be entitled
         but not obliged to amend, supplement, cancel, net out, transfer or
         assign all or such part of the rights, benefits and obligations created
         by the Master Agreement which equate or relate to the part of the Loan
         so prepaid and/or to obtain or reestablish any hedge or related trading
         position in any manner and with any person the Bank in its absolute
         discretion decides, and in the case of a partial prepayment and the
         Bank exercising any part of its entitlement as aforesaid the Borrowers
         continuing obligations under the Master Agreement shall, unless agreed
         otherwise by the Bank, be calculated so far as the Bank considers it
         practicable by reference to the amended repayment schedule taking
         account of the fact that less than the full amount of the Loan remains
         outstanding.

8.8      If:

         (A)      less than the full amount of the Loan remains outstanding
                  following a prepayment under this Agreement; or

         (B)      less than the full amount of the Loan is drawndown under this
                  Agreement, and the Bank in its absolute discretion agrees,
                  following a written request of the Borrower, that the Borrower
                  may be permitted to maintain all or part of a Transaction in
                  an amount not wholly matched with or linked to all or part of
                  the Loan, the Borrower shall within ten (10) days of being
                  notified by the Bank of such requirement provide the Bank
                  with, or procure the provision of the Bank of, such additional
                  security as shall in the opinion of the Bank be adequate to
                  secure the performance of such Transaction, which additional
                  security shall take such form, be constituted by such
                  documentation, and be entered into between such parties, as
                  the Bank in its absolute discretion may approve or require,
                  and each document comprising such additional security shall
                  constitute a Credit Support Document.

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                  The foregoing provisions of this Clause 8.8 will not apply to
                  any Transaction entered into under the Master Agreement and
                  which the Bank and the Borrowers have not agreed in writing
                  relates to all or part of the Loan.

8.9      The Borrowers shall on the first written demand of the Bank indemnify
         the Bank in respect of all loss, cost and expense (including the fees
         of legal advisers) incurred or sustained by the Bank as a consequence
         of or in relation to the effecting of any matters or transactions
         referred to in Clause 8.6, 8.7 and 8.8.

8.10     Without prejudice to or limitation of the obligation of the Borrower
         under Clause 8.9 in the event that the Bank exercises any of its rights
         under Clauses 8.6 or 8.7 and such exercise results in all or part of a
         Transaction being terminated such termination shall be treated under
         the Master Agreement in the same manner as if it were a Terminated
         Transaction (as defined in section 14 of the Master Agreement) effected
         by the Bank after an Event of default by the Borrower, and,
         accordingly, the Bank shall be permitted to recover from the Borrower a
         payment for early termination calculated in accordance with the
         provisions of section 6(e)(i) of the Master Agreement.

9.       SECURITY

9.1      In addition to the charges, covenants and undertakings herein
         contained, the Borrower shall execute and deliver or, as the case may
         be, procure the execution and delivery of the rest of the Security
         Documents in favour of the Bank as security for repayment of the Loan,
         payment of interest thereon and the performance of all obligations
         whatsoever hereunder of the Borrower.

9.2      It is hereby expressly declared and agreed that any security created by
         any provision of this Agreement and/or any of the other Security
         Documents shall be held by the Bank as a continuing security for the
         payment of the Outstanding Indebtedness in whatever currency or
         currencies the same may from time to time be denominated and that the
         security so created shall not be satisfied by any intermediate payment
         or satisfaction of any part of the amounts hereby and thereby secured
         and that the security so created shall be in addition to and shall not
         in any way prejudice or affect, or be prejudiced or affected by, any
         collateral or other security now or hereafter held by the Bank for all
         or any part of the moneys hereby and thereby secured and that every

<Page>

         power and remedy given to the Bank hereunder and under the other
         Security Documents shall be an addition to, and not a limitation of,
         any and every other power or remedy vested in the Bank under any of the
         other Security Documents and that all the powers so vested in the Bank
         may be exercised from time to time and as often as the Bank may deem
         expedient.

10.      FEES

10.1     The Borrower shall pay to the Bank a non-refundable  arrangement fee of
         fifty thousand  Dollars  (USD50,000) upon the Execution Date, which fee
         shall be  treated  as  having  been  fully  earned  on the due date for
         payment thereof.

11.      PAYMENT AND ACCOUNTS

11.1     The Borrower undertakes to procure that all Earnings of the Ship are
         paid into the Operating Account at all times throughout the Loan
         Period. Provided that the Bank has not declared the Outstanding
         Indebtedness to be immediately due and payable under Clause 14.1 (in
         which case the Bank shall be entitled to apply the Earnings in
         accordance with Clause 11.6), all such sums standing to the credit of
         the Operating Account shall be applied in payment to the Borrower or as
         it may direct.

11.2     Until the occurrence of an Event of Default (or an event which, with
         the giving of notice and/or lapse of time or other applicable
         condition, might constitute an Event of Default), the Bank shall on
         each date on which a net payment becomes due for payment by the
         Borrower under the Master Agreement in respect of a Transaction entered
         into under the Master Agreement which the Bank and the Borrower have
         agreed is in relation to all or part of the loan apply in accordance
         with the applicable provisions of the Master Agreement the relevant
         part of the balance then standing to the credit of any of the Operating
         Account as shall be required to make payment of the net amount then due
         from the Borrower under the Master Agreement in respect of such
         Transaction. The provisions of this Clause 11.2 shall not, save as
         expressly provided, in any way affect the obligation of the Borrower to
         make payment of any Master Agreement Liabilities under the Master
         Agreement in accordance with its terms.

<Page>

11.3     No withdrawal shall be made by or on behalf of the Borrower from the
         Operating Account or any other account of the Borrower with the Bank at
         any time after an Event of Default or Possible Event of Default has
         occurred and is continuing except for:-

         (A)      payments to the Bank of any amount then due from the Borrower
                  under this Agreement, the Master Agreement or any of the other
                  Security Documents;

         (B)      payments to the Borrower or as it may direct which have been
                  approved in writing by the Bank.

11.4     Amounts for the time being standing to the credit of the Operating
         Account shall bear interest at the rate which is (save for manifest
         error) certified by the Bank to the Borrower to be the rate from time
         to time paid by the Bank at its London branch to its customers on
         deposits of like amount and duration. Interest so earned shall be
         credited to the Operating Account.

11.5     As security for payment of the Outstanding Indebtedness the Borrower
         hereby assigns, charges and pledges to the Bank by way of first fixed
         charge all of its right, title and interest, present and future, in and
         to the Operating Account and all moneys from time to time and for the
         time being standing to the credit thereof and all the Borrower's rights
         to repayment of such moneys.

11.6     From and after the occurrence of an Event of Default, all moneys
         whatsoever received by or on behalf of the Bank under and pursuant to
         one or more of the Security Documents or otherwise howsoever in
         connection with the Outstanding Indebtedness may be applied, unless
         otherwise specifically provided elsewhere (after conversion if
         necessary to the Equivalent Amount of Dollars or other relevant
         currency as at the date of receipt), in the following manner in such
         order as the Bank considers appropriate:-

         (A)      in or towards satisfaction of all sums due hereunder and under
                  the Security Documents other than principal of or interest on
                  the Loan;

         (B)      in or towards satisfaction of interest accrued on the Loan;

         (C)      in or towards satisfaction of the Loan;

         (D)      in or towards satisfaction of such of the Master Agreement
                  Liabilities as are then due and payable;

<Page>

         (E)      in retention by the Bank in a security realised account of
                  such sum as it considers appropriate by way of security for
                  the Outstanding Indebtedness where such retention would or
                  might increase the Bank's recovery from any other person or
                  security; and

         (F)      the rest, if any, in payment to whomsoever shall then be
                  entitled thereto.

11.7     The Bank will maintain a loan account in the name of the Borrower to
         which it shall debit the principal amount of the Loan and all interest,
         fees, charges and expenses accruing in respect of the Loan from time to
         time and to which it shall credit each payment received by it hereunder
         in respect of any such principal, interest, fees, charges and/or other
         expenses. Such loan account shall, in the absence of manifest
         arithmetical error, be conclusive as to the amount from time to time
         due from the Borrower to the Bank in respect of the principal of,
         interest on and other fees, charges and expenses in respect of the
         Loan.

11.8     All payments by the Borrower under this Agreement, the Master Agreement
         or any other Security Document which are denominated in Dollars shall
         be made not later than 10:00 a.m. New York time on the due date in
         Dollars to the account number 4015790-1 of the Bank at State Street
         Bank International of 61 Broadway, 2nd Floor, NY 10006, New York,
         U.S.A. quoting reference "PETROMAR" or at such other account or place
         as the Bank may from time to time notify in writing to the Borrower
         and.

11.9     All payments by the Borrower under this Agreement or any other Security
         Document which are denominated in a currency other than Dollars shall
         be made not later than noon London time on the due date in the relevant
         currency to the Bank at its Lending Office or to such other account or
         place as the Bank may from time to time notify in writing to the
         Borrower.

11.10    Each payment to be made by the Borrower to the Bank under this
         Agreement, the Master Agreement or any other Security Document shall be
         made without set-off, free and clear of and without deduction for or on
         account of any counterclaim or withholding of any nature including but
         not limited to deduction of withholding for Taxes unless the Borrower
         is required by law to make such a payment subject to the deduction or
         withholding of Taxes. In that case the sum payable by the Borrower in
         respect of

<Page>

         which such deduction or withholding is required to be made shall be
         increased in accordance with Clause 16.2 to the extent necessary to
         ensure that, after the making of such deduction or withholding, the
         Bank receives and retains (free from any liability in respect of any
         such deduction or withholding) a net sum equal to the sum which it
         would have received and so retained had no such deduction or
         withholding been made or required to be made.

12.      REPRESENTATIONS AND WARRANTIES

12.1     The Borrower hereby represents, warrants and covenants to
         the Bank that:-

         (A)      each Obligor is and will remain duly incorporated and validly
                  existing under the laws of its place of incorporation as a
                  corporation with full power and capacity to carry on its
                  business as it is now being conducted and to own its property
                  and other assets and has complied with all known statutory and
                  other requirements relative to its business;

         (B)      on the Drawdown Date the Ship will be, and throughout the Loan
                  Period will remain, free and clear of all Encumbrances (other
                  than Permitted Encumbrances) in the sole, legal and beneficial
                  ownership of the Borrower;

         (C)      to the extent of its obligations thereunder, each Obligor has
                  and will continue to have full power, authority and capacity
                  to enter into and perform the Security Documents and has taken
                  all necessary corporate or other action (as the case may be)
                  required to enable it to do so;

         (D)      subject to reservations and qualifications included in the
                  legal opinions issued or to be issued to the Bank as
                  contemplated by Schedule 2, each of the Security Documents
                  constitutes or will, upon execution and delivery, constitute
                  valid and legally binding obligations of the parties thereto
                  enforceable by the parties thereto in accordance with its
                  terms save for laws restricting creditors' rights generally
                  (except this representation is not given in respect of the
                  obligations of the Bank under any of the Security Documents);

<Page>

         (E)      subject to reservations and qualifications included in the
                  legal opinions issued or to be issued to the Bank as
                  contemplated by Schedule 2, the execution, delivery and
                  performance of such of the Security Documents to which any of
                  the Obligors is a party will not violate (or exceed the powers
                  conferred upon such Obligor under) its articles of
                  incorporation and bye-laws or other constituting documents or
                  any provision of any applicable law or of any regulation,
                  order or decree to which it is subject or result howsoever in
                  the creation or imposition of any Encumbrance (other than in
                  favour of the Bank) on all or part of its undertaking or
                  assets;

         (F)      subject to reservations and qualifications included in the
                  legal opinions issued or to be issued to the Bank as
                  contemplated by Schedule 2, all consents, licences, approvals,
                  registrations or authorisations of governmental authorities
                  and agencies or declarations to creditors required:-

                  (i)      to make each of the Security Documents valid,
                           enforceable and admissible in evidence and

                  (ii)     to authorise or otherwise permit the execution and
                           delivery of the Security Documents and the
                           performance by the parties thereto (except the Bank)
                           of each of them

have been obtained or ade and are and will remain in full force and effect and
there has been no default in the observance of any of the terms or conditions of
any of them;

         (G)      except for the registration of the Mortgage in the appropriate
                  ship registry, none of the Security Documents, except as
                  otherwise disclosed in writing to the Bank, is required to be
                  filed, recorded, enrolled or in any way whatsoever registered
                  with any governmental authority or agency of any country, or
                  to be stamped with any stamp duty or similar tax, levy or
                  impost in any country, in order to ensure the legal validity,
                  enforceability or admissibility in evidence thereof,

         (H)      none of the Obligors to the best of their knowledge and belief
                  is in default under any agreement to which it is a party or by
                  which it may be bound (actually or contingently) which default
                  would in the reasonable opinion of the Borrower be likely to
                  have a material adverse effect on its business,

<Page>

                  assets or condition or its ability to perform its obligations
                  under such of the Security Documents to which it is or is to
                  be a party and, as at the date hereof, except as disclosed in
                  writing to the Bank, no material litigation or administrative
                  proceedings involving any of the Obligors of or before any
                  board of arbitration, court or governmental authority or
                  agency is proceeding or pending or (to the Borrower's
                  knowledge) threatened anywhere in the world the result of
                  which would have or is likely to have in the reasonable
                  opinion of the Borrower a material adverse effect on the
                  business, assets or financial condition of any Obligor and, in
                  the event that any such litigation or proceedings shall
                  thereafter arise, the Borrower hereby undertakes to give
                  prompt notice thereof to the Bank;

         (I)      none of the Obligors is required by the laws of any country
                  from which it may make any payment hereunder or under any of
                  the rest of the Security Documents to make any deduction or
                  withholding from any such payment;

         (J)      all information furnished by the Borrower relating to the
                  business and affairs of the Obligors in connection with this
                  Agreement and the other Security Documents was when given (and
                  remains) true and correct in all material respects and there
                  are no other material facts or considerations the omission of
                  which would render any such information misleading;

         (K)      the Borrower has fully disclosed in writing to the Bank all
                  material facts relating to the Obligors which the Borrower
                  knows or should reasonably know and which might reasonably be
                  expected to influence the Bank in deciding whether or not to
                  enter into this Agreement;

         (L)      the claims of this Bank against the Borrower under this
                  Agreement will rank at least pari passu with the claims of all
                  other unsecured creditors other than the claims of such
                  creditors to the extent that the same are statutorily
                  preferred;

         (M)      no event or circumstance constituting an Event of Default or
                  Possible Event of Default has occurred and is continuing;

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         (N)      to the best of its knowledge the Borrower has complied with
                  all Taxation laws in all jurisdictions in which it is subject
                  to Taxation and has paid all Taxes due and payable by it; no
                  material claims are being asserted against the Borrower with
                  respect to Taxes which might, if such claims were successful,
                  have in the reasonable opinion of the Borrower a material
                  adverse effect on the business, assets or financial condition
                  of the Borrower;

         (0)      neither the Borrower nor any of its assets enjoys any right of
                  immunity from set-off, suit or execution in respect of the
                  Borrower's obligations under the Security Documents;

         (P)      the Borrower does not have any assets except as disclosed to
                  the Bank and the sole business of the Borrower is and will
                  remain the purchase and subsequent ownership and operation of
                  the Ship; and

         (Q)      all of the shares in the Borrower are legally and beneficially
                  owned by the Guarantor.

12.2     The Borrower further represents and warrants to the Bank that on the
         Drawdown Date and on each Repayment Date the representations and
         warranties contained in Clause 12.1 (other than those in paragraphs
         (J), (K), (M) and (N) above) (updated mutatis mutandis to each such
         date) shall be true and correct as if made at that time.

12.3     This Agreement represents the valid and binding obligation of the
         Borrower, is enforceable in accordance with its terms and neither the
         execution of this Agreement nor of the Master Agreement nor of any of
         the Security Documents to which the Borrower is a party will result in
         any of the Borrower's liabilities exceeding the fair market value of
         its assets.

13.      COVENANTS AND UNDERTAKINGS

13.1     The Borrower covenants with and undertakes to the Bank that it will:-

         (A)      carry on and conduct its business in a proper and efficient
                  manner and will duly pay all outgoings as and when they fall
                  due;

<Page>

         (B)      use its best endeavours to obtain or procure the obtaining of
                  every consent and do all other acts and things which may, in
                  the opinion of the Bank, be necessary for the continued due
                  performance by the Borrower of any of its obligations under
                  the Security Documents;

         (C)      ensure that at all times all governmental and other consents,
                  licences, approvals and authorisations required by law for the
                  validity, enforceability, and legality of each of the Security
                  Documents and for the performance thereof are obtained and
                  remain in full force and effect and are complied with;

         (D)      procure the application of Advance for the purpose specified
                  in Clause 3, perform all its obligations under the Security
                  Documents and procure the performance by each of the Obligors
                  of all their obligations under the relevant Security
                  Documents;

         (E)      promptly inform the Bank of the happening of any Event of
                  Default or Possible Event of Default or of any event which
                  would be likely in the reasonable opinion of the Borrower
                  adversely to affect the ability of any Obligor to perform its
                  obligations under any of the Security Documents;

         (F)      deliver to the Bank within one hundred and twenty (120) days
                  after the end of its financial year in as many copies as the
                  Bank may reasonably require certified copies of its audited
                  annual or other published accounts and copies of all financial
                  statements of the Borrower and the Guarantor as required by
                  law prepared in accordance with GAAP (as defined in the
                  Guarantee) certified as to their correctness by such first
                  class international firm of auditors as the Bank may approve;

         (G)      at its own expense and forthwith upon the request of the Bank
                  procure the execution, signature, completion, delivery and (if
                  required) registration of every such further assurance,
                  document or act as, in the reasonable opinion of the Bank may
                  be necessary or desirable in connection with the purpose of
                  the terms of the Security Documents and/or for perfecting the
                  security so created;

         (H)      promptly inform the Bank of any actual or proposed purchases
                  of tonnage by the Guarantor or any of the Guarantors
                  subsidiaries; and

<Page>

         (I)      shall ensure that within six (6) months of the Drawdown Date
                  the Ship is on charter upon the terms of a charterparty
                  acceptable to the Bank for a period in excess of twenty four
                  (24) months or such other period as may be acceptable to the
                  Bank in its absolute discretion and to a charterer acceptable
                  to the Bank.

13.2     The Borrower covenants with and undertakes to the Bank that it will not
         without the prior written consent of the Bank (which consent the Bank
         shall be at full liberty to withhold):-

         (A)      without prejudice to its obligations under Clause 6.1(F) of
                  the Mortgage, create or permit to subsist any Encumbrance on
                  the whole or any part of its present or future assets save for
                  Permitted Encumbrances;

         (B)      incur any liability in respect of Borrowed Money;

         (C)      make loans or advances to others;

         (D)      guarantee, endorse or otherwise become or remain liable to a
                  third party for the obligations of any person, firm or
                  corporation;

         (E)      engage in any business other than the ownership, operation,
                  chartering and management of the Ship or make any actual or
                  contingent commitment or investment of any kind;

         (F)      consolidate with or merge into any other company or establish
                  any subsidiary or permit any subsidiary to subsist or damage
                  itself or do anything analogous to any of the foregoing;

         (G)      sell or otherwise dispose of the Ship or any share
                  therein;

         (H)      amend, cancel, terminate or replace the Management Agreement
                  or permit the technical and commercial management of the Ship
                  to be undertaken by anyone other than the Manager; and

         (I)      purchase any further tonnage.

<Page>

13.3     The Borrower further undertakes, as and from the Execution Date and
         throughout the Loan Period that it will not declare or pay a dividend
         or make any other distribution of its assets or profits to any
         stockholder unless:

         (A)      It has complied with its undertaking in
                  Clause 13.1(F);

         (B)      A minimum of five (5) days' written notice has been given to
                  the Bank of the proposed date and amount of such dividend or
                  distribution; and

         (C)      The Bank is satisfied (in its absolute discretion) that after
                  payment of any such dividend or distribution has been made a
                  minimum amount of unencumbered cash remains available from the
                  Operating Account to meet all operating, management and
                  maintenance costs and expenses of the Ship for the following
                  twelve month period and to make all repayments of principal
                  and payments of interest due under this agreement during the
                  same period.

13.4     (A)      The Borrower hereby further undertakes that if, and so
                  often as, the market value (as determined in accordance with
                  Clause 13.4(A)) of the Ship plus the market value of any
                  additional security for the time being actually provided to
                  the Bank pursuant to this Clause 13.4(A) and which the Bank in
                  its absolute discretion deems appropriate falls below one
                  hundred and twenty five per cent (125%) of the aggregate of
                  (i) the Loan and (ii) such amount which would be as determined
                  by the Lender in its absolute discretion as the amount due
                  from the Borrower in respect of the termination of any
                  Transaction under the Master Agreement in the same manner as
                  if it were a Terminated Transaction (as defined in Section 14
                  of the Master Agreement) effected by the Bank after an Event
                  of Default, the Borrower will within twenty one (21) days of
                  being notified by the Bank of such requirement (which
                  notification shall be conclusive and binding on the Borrower)
                  either:

                  (i)      provide the Bank with, or procure the provision to
                           the Bank of, such additional security as shall in the
                           opinion of the Bank be adequate to make up such
                           deficiency, which additional security shall take such
                           form, be constituted by such documentation and be
                           entered into between such parties as the Bank in its
                           absolute discretion may approve or require

<Page>

                           (and, if the Borrower does not make proposals
                           satisfactory to the Bank in relation to such
                           additional security within ten (10) days of the date
                           of the Bank's notification to the Borrower aforesaid,
                           the Borrower shall be deemed to have elected to
                           prepay in accordance with (ii) below); or

                  (ii)     prepay (subject to, and in accordance with, Clauses
                           8.2, 8.3 and 8.4 such part of the Loan as will ensure
                           that the market value (determined as aforesaid) of
                           the Ship and any such additional security which the
                           Bank in its absolute discretion deems appropriate, is
                           after such prepayment at least one hundred and twenty
                           five per cent (125%) of the aggregate amount referred
                           to in the opening paragraph of this Clause 13.4(A).

         (B)      For the purposes of this Clause 13.4, the market value of the
                  Ship shall be determined (at the expense of the Borrower) at
                  any such time as the Bank may request by means of a valuation
                  made by such independent sale and purchase shipbroker as may
                  from time to time be appointed by the Borrower and approved by
                  the Bank. If the Borrower does not appoint such a shipbroker
                  approved by the Bank within five (5) days of being required in
                  writing to do so by the Bank, the Bank may itself appoint a
                  shipbroker for the purposes of this Clause 13.4. For this
                  purpose, such valuation shall be made with or without physical
                  inspection of the Ship (as the Bank may require), on the basis
                  of a sale for prompt delivery for cash at arm's length on
                  normal commercial terms as between a willing seller and a
                  willing buyer, free of any existing charter or other contract
                  of employment. The Borrower agrees to accept any valuation
                  made by a shipbroker appointed as aforesaid as conclusive
                  evidence of the market value of the Ship at the date of such
                  valuation. The Borrower agrees to supply to the Bank and to
                  any such shipbroker such class and commercial information
                  concerning the Ship and its condition as such shipbroker may
                  require for the purpose of making such valuation.

         (C)      For the purpose of this Clause 13.4, the market value of any
                  additional security provided or to be provided to the Bank
                  shall be determined by the Bank in its absolute discretion
                  without any necessity for the Bank assigning any reason
                  therefore.

<Page>

         (D)      In connection with any additional security provided in
                  accordance with this Clause 13.4, the Bank shall be entitled
                  to receive certified copies of such corporate and other
                  approvals as the Bank may deem fit.

14.      EVENTS OF DEFAULT

14.1     The Bank may by written notice to the Borrower and without prejudice to
         any other rights of the Bank under the Security Documents and without
         the necessity of any declaration of any court of law in any
         jurisdiction to the effect that an Event of Default has occurred
         declare the Outstanding Indebtedness to be immediately due and payable,
         whereafter the Borrower shall be obliged forthwith to pay the
         Outstanding Indebtedness to the Bank and any security held pursuant to
         the terms hereof and all rights, powers and remedies under the Security
         Documents shall become immediately enforceable and exercisable at the
         Bank's sole and unfettered discretion, if any of the following events
         has occurred and is continuing:-

         (A)      the Borrower fails to pay within five (5) days of the due date
                  therefor any sum in respect of the principal of or interest on
                  the Loan or any part thereof or any other sum due hereunder or
                  under the other Security Documents in the manner provided
                  herein or therein;

         (B)      any Obligor is in default of any of its obligations under any
                  of the Security Documents to which it is a party and, if the
                  same is in the opinion of the Bank capable of remedy, such
                  default is not remedied within thirty (30) days after written
                  notice from the Bank requesting remedial action;

         (C)      any of the representations and warranties made by any Obligor
                  in any one or more of the Security Documents to which it is a
                  party or in connection herewith or therewith or any notice,
                  certificate or statement delivered or made pursuant hereto or
                  thereto is or becomes, if repeated by reference to facts and
                  circumstances then subsisting, materially incorrect or
                  inaccurate;

         (D)      any Borrowed Money in aggregate of over one million Dollars
                  (USD1,000,000) of any one or more of the Obligors becomes or
                  is declared due prior to its specified maturity date by reason
                  of default or a

<Page>

                  distress or other execution or any injunction is levied or
                  ordered upon or against any part of the property of any one or
                  more of the Obligors in respect of a claim exceeding one
                  million Dollars (USD1,000,000) in aggregate;

         (E)      any event of default occurs under the Master Agreement;

         (F)      any Obligor stops payment of or is unable to or admits in
                  writing its inability to pay its lawful debts as they mature
                  or is generally not paying its debts as they become due or
                  makes a general assignment for the benefit of its creditors or
                  any special arrangement or composition with its creditors;

         (G)      any resolution is passed or any proceedings are commenced for
                  the purpose of or any order (which, once granted, is not
                  discharged or withdrawn within thirty (30) days) or judgment
                  is made or given by any court of competent jurisdiction for
                  the liquidation, winding-up or reorganisation of any Obligor
                  (otherwise than for reconstruction while solvent on terms
                  previously approved by the Bank) or for the appointment of a
                  receiver, trustee, conservator or liquidator of all or a
                  substantial part of any Obligor's undertaking or assets;

         (H)      any Obligor shall suspend or threaten to suspend all or a
                  substantial part of its business or if all or a substantial
                  part of its assets or property shall be appropriated or seized
                  by any governmental or other authority;

         (I)      a moratorium in respect of all or any debts of any Obligor or
                  a composition or an arrangement with creditors of any Obligor
                  or any similar proceedings or arrangement by which the assets
                  of any Obligor are submitted to the control of its creditors
                  is applied for, ordered or declared without the prior written
                  consent of the Bank or any Obligor commences negotiations with
                  its creditors generally with a view to the general
                  readjustment or rescheduling of all or a significant part of
                  its financial indebtedness without the prior written consent
                  of the Bank;

         (J)      a liquidator, trustee, administrator, administrative receiver,
                  receiver, manager or similar officer is appointed in respect
                  of any Obligor or in respect of

<Page>

                  all or any substantial part of its assets;

         (K)      anything analogous to or having a substantially similar effect
                  to any of the events specified in Clause 14.1(D) to Clause
                  14.1(J), inclusive, occurs in relation to any Obligor under
                  the laws of any applicable jurisdiction;

         (L)      - manager of the Ship otherwise than with the prior written
                  consent of the Bank under Clause 13.2(H);

         (Q)      the Ship becomes a Total Loss and the Loan is not prepaid to
                  the Bank in accordance with the terms of Clause 8.5;

         (R)      there occurs any material adverse change in the financial
                  position of any Obligor;

         (S)      there occurs any change to the beneficial and/or legal
                  ownership of the shares in the Borrower or an Encumbrance is
                  created over any shares in the Borrower otherwise than with
                  the prior written consent of the Bank;

<Page>

         (T)      there occurs any change as a result of which the number of
                  voting shares in the Guarantor legally and beneficially owned
                  by the Haji-Ioannou Family falls below twenty five per cent
                  (25%) of the total issued voting shares in the Guarantor plus
                  one (1) voting share otherwise than with the prior written
                  consent of the Bank (such consent not to be unreasonably
                  withheld);

         (U)      Mr. Stelios Haji-Ioannou ceases to be a director of the
                  Guarantor;

         (V)      anything is done or suffered or omitted to be done by any
                  Obligor which in the opinion of the Bank has imperilled or is
                  likely to imperil the security created or intended to be
                  conferred by any of the Security Documents;

         (W)      any event of default (howsoever described) specified in any of
                  the Security Documents shall occur.

15.      YIELD PROTECTION, ILLEGALITY AND FORCE MAJEURE

15.1     If by reason of (a) any change in law or in its interpretation or
administration and/or (b) compliance with any request from or requirement of any
central bank or other fiscal, monetary or other authority:-

         (A)  the Bank incurs any increase in cost or new cost as a result of
its advancing the Loan or performing any other of its obligations under this
Agreement and/or;

         (B)  there  is any  increase  in the  cost to the  Bank of  funding  or
maintaining the Advance or any part thereof; or

         (C)  the Bank incurs any increase in cost or new cost as a result of
its having  entered into and/or assuming or maintaining its commitment under
this Agreement; or

         (D)  the Bank becomes liable to make any increased payment on account
of taxes or otherwise (other than taxes on its overall net income) on or
calculated by reference to the amount of advances made or to be made by it
hereunder;

         then the Borrower shall from time to time on demand procure that there
         is paid to the Bank amounts sufficient to indemnify the Bank against
         any such cost or liability. The Bank confirms that as a matter of
         practice it is its intention to give prompt notice to the Borrower of
         such occurrence but failure by the Bank to give any such

<Page>

         notice shall not  prejudice  its rights to seek such an indemnity  from
         the Borrower.

15.2     If, by reason of the introduction of or any change in law or in its
interpretation or any change in any request from or requirement of any central
bank or other monetary or other authority, the Bank thereafter obtains a reduced
rate of return on its overall capital compared to the rate of return it would
have been able to achieve but for its entering into and/or performing its
obligations and/or assuming or maintaining a commitment under this Agreement,
then the Borrower shall from time to time procure that, upon receipt of a
certificate from the Bank demonstrating the amount of the reduction in such rate
of return to the Bank, there are paid on demand amounts sufficient to compensate
the Bank for the reduction in such rate of return. The Bank confirms that as a
matter of practice it is its intention to give prompt notice to the Borrower of
such occurrence but failure by the Bank to give any such notice shall not
prejudice its rights to seek such compensation from the Borrower.

15.3     If any change in or in the interpretation or application of, any law,
regulation or treaty shall make it unlawful hereunder or in any jurisdiction
applicable to the Bank for the Bank to make available or maintain the Loan or to
give effect to its other obligations as contemplated hereby then the Bank may,
by notice thereof to (in this Clause 15 an "Illegality Notice") declare that the
whole or any part of the Bank's such obligations shall be terminated forthwith
whereafter upon written notice or notices being served by the Bank upon the
Borrower one or more of the following may apply at the Bank's sole and
unfettered discretion:-

         (A) the Borrower will prepay the Loan together with interest accrued
thereon forthwith (or, if permitted by the relevant law, regulation or treaty,
at the end of the then current Interest Period(s)); and

         (B) the Bank's obligation thereafter to make available the Loan or any
part thereof shall be upon such terms as the Bank may specify.

15.4     Without prejudice to the exercise of the Bank's discretion under Clause
15.3 and the obligations of the Borrower thereunder, in the event that the Bank
serves an Illegality Notice, the Bank and the Borrower shall negotiate in good
faith with a view to agreeing terms for making or continuing to make the Loan or
any part thereof available from another jurisdiction where to do so would be
lawful in all respects.

<Page>

15.5     The Bank shall not be liable for any failure to perform the whole or
any part of this Agreement resulting directly or indirectly from the action or
inaction or purported action of any governmental or local authority or any
strike, lockout, boycott or blockade (including any such effected by or upon the
Bank's employees) or from any Act of God or war (whether declared or not)
affecting the Bank.

16.      TAXES

16.1     The Borrower agrees to pay or to cause to be paid directly to the
appropriate governmental authority or to the Bank the cost of any and all
present and future Taxes (other than tax on the overall net income of the Bank)
or such sum as shall be necessary to reimburse the Bank in respect of any such
cost (including any additional Taxes due as a consequence of such payment or
reimbursement) levied or imposed by any governmental authority on or with regard
to any aspect of the transaction contemplated in or by this Agreement.

16.2     If the Borrower is prohibited by operation of law from paying, causing
to be paid or reimbursing the Bank for the cost of any Taxes, as provided by the
terms of Clause 16.1 or if the Bank is required by law to make any payment on or
in relation to any amount received or receivable from the Borrower on account of
any Taxes then any such payment due under this Agreement shall be increased to
ensure that, after such deduction of or payment for such Taxes, the Bank
receives, remains in possession of and is beneficially entitled to a net sum
equal to the sum which it would have received and to which it would have been
entitled had no such deduction or payment been required.

16.3     If the Borrower is obliged to make payments for Taxes pursuant to the
terms of this Clause 16, it shall confirm to the Bank that all such Taxes have
been paid by forwarding to the Bank within thirty (30) days after payment an
official receipt (if provided) or such other documentary evidence as is
acceptable to the Bank.

16.4     The Bank will account to the Borrower for any such moneys or credit as
shall be received by the Bank and recognised by it as being referable to any
additional amount paid by the Borrower pursuant to the preceding provisions of
this Clause 16 if and to the extent that by so accounting the Bank shall be left
in no worse a financial position than it would have been if the circumstances
described in this Clause 16 had not arisen.

<Page>

17.      BENEFIT OF AGREEMENT

17.1     This Agreement shall be binding upon and enure to the benefit of the
Bank and the Borrower and their respective successors and assigns. The Borrower
may not assign its rights or obligations hereunder.

17.2     The Bank will not assign, transfer or sub-participate all or any part
of its rights or obligations under this Agreement and the Security Documents
except in circumstances where the ownership of the Bank is, or may be changed
and provided that such assignment, transfer or sub-participation does not result
in any increased cost to the Borrower under this Agreement. The Bank shall
inform the Borrower at least ten (10) days before any such assignment or
transfer and, in any such case, the Borrower shall have the option to prepay all
amounts outstanding under this Agreement notwithstanding that Clause 8.2 may not
have been complied with.

17.3     The Bank may change its Lending Office without the consent of the
Borrower provided that no such change in Lending Office shall result in any
increased cost to the Borrower under this Agreement. The Bank shall notify the
Borrower promptly following any such change of Lending Office.

17.4     The Bank may disclose to any potential assignee or transferee of all or
any part of its rights or obligations under this Agreement and the Security
Documents or to any such sub-participant permitted under Clause 17.2 such
information about this Agreement and/or the Security Documents (or any of them)
and the Borrower and/or its related entities as the Bank thinks fit.

17.5     A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement but this does not affect any right or remedy of a third party which
exists or is available apart from that Act.

18.      EXPENSES AND INDEMNITIES

18.1     The Borrower undertakes to indemnify the Bank on demand in respect of
all costs, charges and expenses including, without limitation, legal fees and
survey fees (together with value added tax or any similar tax thereon) incurred
by the Bank in connection with the negotiation, preparation, printing, execution
and registration of each of the Security Documents and any other document
referred to therein and the completion of the transaction therein contemplated.

<Page>

18.2     The Borrower undertakes to indemnify the Bank on demand in respect of
the charges and expenses including, without limitation, legal fees (together
with value added tax or any similar tax thereon) incurred by the Bank in
connection with the consideration and/or implementation of any subsequently
agreed variation to any of the Security Documents and the exercise or
enforcement or attempted or contemplated exercise or enforcement against any
Obligor of, or the reservation or preservation or attempted or contemplated
reservation or preservation of any rights, powers, privileges, remedies or
securities under, any one or more of the Security Documents.

18.3     The Borrower undertakes to indemnify the Bank on demand against any and
all stamp, registration and similar Taxes which may be payable in any
jurisdiction in connection with the entry into, performance and enforcement of
this Agreement and the other Security Documents.

18.4     Without prejudice to the entitlement of the Bank pursuant to the terms
of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss
and/or expense (including legal expenses) which it may sustain or incur as a
consequence of:-

         (A) any default in repayment of the Loan (or any part thereof) or in
payment of interest accrued thereon or any other amount payable pursuant to the
terms of one or more of the Security Documents; or

         (B) the occurrence of any other Event of Default or of any prepayment
of the Loan or any part thereof otherwise than in accordance with the terms of
this Agreement; or

         (C) the Advance not being drawn in accordance with a Utilisation
Request relating thereto as a result of the occurrence of an Event of Default or
Possible Event of Default; or

         (D) the  Advance  not  being  disbursed  as a result  of any  Condition
Precedent not having been complied with to the satisfaction of the Bank,

including (but without limitation) all relevant Break Costs.

18.5     The Borrower shall indemnify the Bank against all losses, premiums,
penalties, costs and expenses whatsoever incurred by the Bank in connection
howsoever with any interest rate "swap", "cap" or other transaction entered into
or to be entered into by the Bank at the Borrower's request at any time and from
time to time with any counterparty during the Loan Period the ultimate
commercial purpose of which is to limit or offset the exposure of the Borrower
to future increases of

<Page>

floating interest rates in connection howsoever with this
Agreement.

18.6     If any sum due from the Borrower under any of the Security Documents or
any order or judgment given or made in relation thereto has to be converted from
the currency ("the first currency") in which the same is payable hereunder or
under such order or judgment into another currency ("the second currency") for
the purpose of (i) making or filing a claim or proof against the Borrower, (ii)
obtaining an order of judgment in any court or tribunal or (iii) enforcing any
order or judgment given or made in relation to any of the Security Documents,
the Borrower shall indemnify and hold harmless the Bank from and against any
damages or losses suffered as a result of any discrepancy between (a) the rate
of exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (b) the rate or rates of exchange at which
the Bank may in the ordinary course of business purchase the first currency with
the second currency upon receipt of a sum paid to it in satisfaction, in whole
or in part, of any such order, judgment, claim or proof.

18.7     The indemnities contained in this Clause 18 shall apply irrespective of
any indulgence granted to the Borrower from time to time and shall continue in
full force and effect notwithstanding any payment in favour of the Bank and any
amount due from the Borrower under this Clause 18 will be due as a separate debt
and shall not be affected by judgment being obtained for any other sums due or
in respect of one or more of the Security Documents.

19.      SET-OFF AND COMBINATION OF ACCOUNTS

19.1     The Borrower irrevocably authorises the Bank following the occurrence
of an Event of Default to combine any and all accounts held by the Borrower with
it and to apply (without prior notice) any credit balance (whether or not then
due) to which the Borrower is at any time beneficially entitled on any such
account at any of the Bank's offices in or towards satisfaction of any sum then
due from the Borrower to the Bank under this Agreement, the Master Agreement or
any of the Security Documents to which the Borrower is a party and is unpaid.
For that purpose, the Bank is irrevocably authorised to use all or any part of
any such credit balance to buy such other currencies as may be necessary to
effect such application. The Bank shall not be obliged to exercise any of its
rights under this clause, which shall be without prejudice and in addition to
any right of set-off, combination of accounts, lien or other right to which it
is at any time

<Page>

otherwise entitled (whether by operation of law, contract or otherwise).

19.2     If the Borrower is the defaulting party under this Agreement or the
         Master Agreement, the Bank as the non-defaulting party, may (without
         prejudice to or limitation of its rights of set-off under section 6(e)
         of the Master Agreement and its rights under Clause 19.1) at the same
         time as, or at any time after, such Borrower's default set-off any
         amount due from the Borrower to the Bank under this Agreement against
         any amount due from the Bank to the Borrower under the Master
         Agreement, and apply the first amount in discharging the second amount.
         The effect of any set-off under this Clause 19.2 shall be effective to
         extinguish or, as the case may require, reduce the liabilities of the
         Bank under the Master Agreement.

20.      MISCELLANEOUS

20.1     Time is of the essence in respect of all obligations of the Borrower
under this Agreement. No failure or delay on the part of the Bank to exercise
any power or right pursuant to the terms of this Agreement or any other Security
Document shall operate as a waiver thereof nor shall any single or partial
exercise by the Bank of any power or right preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided
herein are cumulative and are not exclusive of any remedies provided by law.

20.2     In case any one or more of the provisions contained in one or more of
the Security Documents should be invalid, illegal or unenforceable in any
respect under any law, the validity, legality and enforceability of the
remaining provisions herein or therein contained shall not in any way be
affected or impaired thereby and shall remain in full force and effect.

20.3     All notices or other communications and all documents to be given to
the Bank pursuant to the terms of the Security Documents shall either be in or
accompanied by a certified translation into the English language.

20.4     This  Agreement  may be amended or varied only by an  instrument in
writing executed by or on behalf of all of the parties hereto.

20.5     This Agreement may be executed in counterparts each of which shall be
deemed an original and all of which, taken together, shall constitute but one
and the same instrument which may be sufficiently evidenced by one counterpart.

<Page>

20.6     A certificate by the Bank as to any amount due or calculation made
hereunder shall be conclusive save for manifest error.

20.7     This Agreement and the other Security Documents to which the Borrower
is a party represent the entire agreement between the Bank and the Borrower and
all prior discussions and negotiations are merged herein and therein.

20.8     In the event of any inconsistency between the terms of this Agreement
and the terms of any of the other Security Documents, the terms of this
Agreement shall prevail.

21.      NOTICES

21.1     Except as otherwise provided herein, any notice, request, demand or
other communication to be made or delivered pursuant to this Agreement shall be
given in writing in the English language and shall:-

         (A) be addressed (i) in the case of the Borrower to it at the Notice
Address and (ii) in the case of the Bank to it at the Lending Office or, in
either case, to such other address as either party may from time to time notify
in writing to the other;

         (B) be delivered personally or by first class post with postage prepaid
(airmail if available) or by telefax;

         (C) be deemed to have been received, in the case of any letter, when
delivered personally or five (5) days after being deposited in the post if sent
by first class post (airmail if available) or, in the case of telefax,
immediately upon receipt of a complete and legible copy of the communication
provided prior warning of despatch is given by telephone to the addressee.

22.      GOVERNING LAW, JURISDICTION AND PROCESS

22.1     This Agreement shall be governed by and construed in accordance with
English law and, for the exclusive benefit of the Bank, the Borrower agrees that
any legal action or proceeding arising out of any Security Document to which it
is a party may be brought in the High Court of Justice in England and
irrevocably submits itself to the jurisdiction of that court. The submission by
the Borrower to such jurisdiction shall not limit the right of the Bank to
commence any proceedings arising out of this Agreement or any other such
Security Document in whatsoever jurisdiction it may choose, nor shall the
commencement of any such legal action or

<Page>

proceeding in one  jurisdiction  preclude the Bank from beginning any further or
other such legal action or proceeding in the same or any other jurisdiction. The
Borrower  irrevocably waives any objection which it may have now or hereafter to
the  jurisdiction of the said High Court of Justice in England and agrees not to
claim that such court is not a convenient or appropriate forum.

22.2     The Borrower consents generally in respect of any such proceedings to
the giving of any relief or the issue of any process in connection with such
proceedings including, without limitation, the making, enforcement or execution
against any property whatsoever (irrespective of its use or intended use) of any
order or judgment which may be made or given in such proceedings.

22.3     The Borrower hereby irrevocably authorises and appoints the Process
Agent as its agent in England for the acceptance of service of legal process
under this Agreement, service upon whom at the Process Address shall be deemed
to constitute good service of legal process without prejudice to any other
lawful means. The Borrower undertakes to procure that the Process Agent (or any
successor thereto approved by the Bank) shall act as the Borrower's agent for
service of process in England throughout the Loan Period and that, should a
successor agent be appointed, such person shall confirm in writing to the Bank
its acceptance of such appointment.

<Page>

                                   SCHEDULE 1

The Mandatory Cost Rate will be calculated in accordance with the following
formula:

                                    F x 0.01
                                    --------
                                      300

where on the day(s) of application of the formula:

F.       is the rate of charge payable by the Bank to the Financial Services
         Authority pursuant to paragraph 2 of the Fees Regulations (but where
         for this purpose, the figure at paragraph 2.02b/2.03b shall be deemed
         to be zero) and expressed in pounds per (pound)1 million of the Fee
         Base of the Lender.

For the purposes of this Schedule.

Fee Base has the meaning ascribed to it for the purposes of, and all be
calculated in accordance with, the Fees Regulations.

Fees Regulations means, as appropriate, either the Banking Supervision (Fees)
Regulations 1998 or such regulations as from time to time may be in force,
relating to the payment of fees for banking supervision in respect of periods
subsequent to 31 March 1999.

Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.

If alternative or additional financial requirements are imposed which the Bank's
opinion make the formula set out above no longer appropriate, the Bank shall be
entitled to stipulate such other formula as shall be suitable to apply in
substitution for the formula set out above.

<Page>

                                   SCHEDULE 2

The conditions precedent in respect of the Advance are:-

1.       Due execution and delivery of the Security Documents and of any
documents to be executed pursuant to the terms thereof (including, without
limitation, any notices to be given and/or acknowledgements to be received
pursuant thereto) and due registration of the Mortgage and any other registrable
charges created pursuant to the Security Documents.

2.       Completion of all such  formalities and execution of all such mandates
as are necessary to establish the Operating Account.

3.       Delivery to the Bank in respect of each corporate Obligor of:-

         (A) a certified copy of its certificate of incorporation and of each of
its constituting corporate documents;

         (B) certified copies of resolutions passed at duly convened meetings of
its directors and shareholders  approving the execution and performance by it of
each of the Subject Documents to which it is or will be a party (and all matters
incidental thereto);

         (C) the original  power of  attorney,  if any,  issued  pursuant to the
resolutions  referred  to in (B) above duly  notarised  and (if  required by the
Bank) apostilled or legalised;

         (D) a certificate signed by its secretary certifying (i) the names and
offices of each director and officer thereof, (ii) the amount of its authorised
and issued share capital and the names and shareholdings of each shareholder and
(iii) that no consents or approvals are required by it from any authority,
creditor or other person whatsoever for the execution and performance by it of
any of the Subject Documents to which it is or will be a party (or, if any such
consent or approval is required, attaching certified copies thereof and
confirming that no other such consents or approvals are required);

         (E) a  certificate  of  goodstanding

         each in such form and with such  content  as may be  acceptable  to the
Bank.

<Page>

4.       Delivery to the Bank of a certified copy of the MOA and of such other
Subject Documents not specifically mentioned herein and any other documents
executed pursuant thereto as the Bank may require, each in such form and with
such content as may be acceptable to the Bank.

5.       Production of such evidence as the Bank may require that there is no
dispute under any of the Subject Documents as between the parties thereto.

6.       Delivery to the Bank of a certified copy of the latest unaudited
consolidated accounts of the Guarantor.

7.       Production of such evidence as the Bank may require that the Purchase
Price has been (or contemporaneously with drawdown of the Advance will be) paid
in full to the Seller and that the Ship has been (or contemporaneously with
drawdown of the Advance will be) delivered to and accepted by the Borrower under
the MOA and registered in the name of the Borrower under the laws and flag of
the Republic of Panama, free from all Encumbrances except Permitted
Encumbrances, and that the prior registration of the Ship in the name of the
Seller has been cancelled.

8.       Production of such evidence as the Bank may require that the Ship is
insured in accordance with the terms of the Security Documents and that the
interest of the Bank in the Insurances as assignee or co-assured has been or
will be effected and thereafter noted by all underwriters, brokers, reinsurers
and mutual clubs and associations concerned.

9.       Written confirmation from the insurance brokers and the managers of any
protection and indemnity or war risks association through whom any Insurances
have been placed that they will each issue a letter of undertaking in a form
acceptable to the Bank upon receipt of a written notice of the assignment of the
Insurances contained in the General Assignment.

10.      Production of such evidence as the Bank may require that the Ship
maintains the highest class free of any requirements, recommendations or
qualifications, except to the extent agreed by the Bank in writing, with a
classification society acceptable to the Bank.

11.      Delivery to the Bank of a certified copy, of:-

         (A) a valid safety management certificate (or interim safety management
certificate) issued to the Ship in respect of its management by the Borrower (or
by any operator of the Ship) pursuant to the International Safety Management
Code;

<Page>

         (B) a valid document of compliance (or interim document of compliance)
issued to the Borrower (or to any operator of the Ship) in respect of ships of
the same type as the Ship pursuant to the International Safety Management Code;

         (C) a current certificate of financial responsibility in respect of the
Ship (if it is then trading to the United States of America) issued under the US
Oil Pollution Act of 1990; and

         (D) such other of the Ship's tonnage, SOLAS and other trading
certificates as the Bank shall require.

12.      Evidence that all such fees and expenses referred to in Clause 10 as
are payable on or before the Drawdown Date have been received by the Bank.

13.      The issue of such favourable written legal opinions in such form as the
Bank may require relating to all aspects of the transactions contemplated hereby
governed by any applicable law.

14.      Confirmation  from the Process  Agent that it will act as the process
agent for service of process in England of each Obligor.

15.      An acceptable independent charter-free Valuation of the Ship addressed
to the Bank and dated no earlier than seven (7) days prior to the Drawdown Date.

16.      Evidence satisfactory to the Bank that any part of the Purchase Price
of the Ship not advanced by the Bank under this Agreement and borrowed by the
Borrower is duly subordinated to the Loan.

17.      A report on the adequacy of the Vessel's insurances by an independent
insurance consultant approved by the Bank.

<Page>

                                   SCHEDULE 3

                           FORM OF UTILISATION REQUEST

To:  The Royal Bank of Scotland plc
     Shipping Business Centre
     5-10 Great Tower Street
     London EC2A 2HB

                                                         Date:            2001

Dear Sirs

FINANCING OF HULL NO. [     ] T.B.N. "[     ]"

1.   We refer to the loan agreement (the "Agreement") dated __________ 2001 made
between yourselves as lender and ourselves as borrower. Words and expressions
whose meanings are defined in the Agreement shall have the same meanings when
used herein.

2.   We confirm that, at the date hereof, no Event of Default or Possible Event
of Default has occurred which has not been remedied and that the representations
and warranties contained in Clause 12.1 of the Agreement are true and accurate
with reference (mutatis mutandis) to all facts and circumstances existing at the
date hereof.

3.   We hereby give you notice that we wish to draw [    ] Dollars (USD[     ])
under the terms of the Agreement on [     ].

4.   We hereby request that the first Interest Period in respect of the Advance
shall be of [     ] ([     ]) months' duration.

5.   On the Drawdown Date you are hereby irrevocably authorised and requested to
apply the Advance as follows:-

     (A)  as to the sum of [    ] Dollars (USD[    ]) in disbursement thereof to
the Builder's account number [    ] at [    ]; and

     (B)  as to the balance of [     ] Dollars (USD[    ]) in disbursement
thereof to our account number [    ] at [    ].

Yours faithfully
[              ]
By:
   --------------------------
Title:

<Page>

                                   SCHEDULE 4

The Royal Bank of Scotland plc
The Shipping Business Centre
5-10 Great Tower Street
London EC3P 3HX ("the Bank")

Dear Sirs
"______________________ " ("THE SHIP")

We refer to a loan agreement dated 2001 (hereinafter as the same may from time
to time be amended varied or supplemented called "the Loan Agreement") made
between the Bank and Petromar Limited ("the Borrower") whereby the Bank has
agreed to make available to the Borrower a loan facility of up to twenty million
United States Dollars (USD20,000,000).

It was a condition precedent of the Loan Agreement that we would give you this
letter and we therefore agree and undertake with you that while you remain as
mortgagee of the Vessel we will not without your prior written consent,
following your notifying us in writing or by telex that an Event of Default has
occurred under the Loan Agreement, and thereafter, whilst any moneys remain
owing to the Bank under the Loan Agreement:-

(a) accept payment in whole or in part of any moneys then or thereafter owing to
us by the Borrower in relation to our appointment as manager of the Vessel or
under any agreement entered into by us with the Borrower providing for such
appointment; or

(b) take any steps to enforce our rights to recover any moneys owing to us by
the Borrower and more particularly (but without limitation to the generality of
the foregoing) take or issue any judicial or other legal proceedings against the
Borrower or any of its property or assets (including, but without limitation,
the Vessel or any share or interest therein); or

(c) prove in the liquidation or other dissolution of the Borrower in competition
with you.

Any notice to be sent to us in connection  with this letter should be sent to us
at Status Center, 2A Areos Street,  Vouliagmeni 16671, Athens, Greece (telex no.
___________ facsimile no. (+301 9670 150).

<Page>

This letter shall be governed by and construed in accordance with English law
and for the exclusive benefit of the Bank we hereby submit to the jurisdiction
of the English courts. We hereby irrevocably appoint Stelmar Tankers (UK) Ltd as
our agent to accept service of all proceedings hereunder on our behalf.

Yours faithfully

Signed:  STELMAR TANKERS (MANAGEMENT) LTD


By:
   ---------------------------

<Page>

                                 EXECUTION PAGE

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

SIGNED by

for and on behalf of                )
THE ROYAL BANK OF SCOTLAND PLC      )
in the presence of:-                )

Name:

Address:

Occupation:




SIGNED by

for and on behalf of
PETROMAR LIMITED
in the presence of:-

Name:

Address:

Occupation:


02509.004 #309374