Employment Contract


    EXECUTION
      COPY

     

    EMPLOYMENT
      AGREEMENT (this
“Agreement”) dated as of February 14, 2006, between DOUBLE HULL TANKERS,
      INC., a corporation incorporated under the laws of the Republic of the Marshall
      Islands (“Employer”), and OLE JACOB DIESEN, an individual
      (“Executive”).

     

    WHEREAS
      Employer desires to employ Executive as its Chief Executive Officer;
      and

     

    WHEREAS
      Executive is willing to serve in the employ of Employer for the period and
      upon
      the other terms and conditions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants and agreements set forth herein, the parties hereto agree
      as follows:

     

    ARTICLE
      I

     

    Employment

     

    SECTION
      1.01.  Effectiveness.
      This
      Agreement shall become effective on October 18, 2005;

     

    SECTION
      1.02.  Term.
      The term
      of Executive’s employment under this Agreement (the “Term”)
      shall
      commence on October 18, 2005 (the “Commencement
      Date”),
      and,
      unless earlier terminated pursuant to the provisions of Article III, shall
      terminate on April 15, 2008, provided
      that
      such term may be extended by Employer, in its sole discretion, for a term to
      be
      determined by Employer upon giving six months’ prior written notice to
      Executive of its intent to so extend.

     

    SECTION
      1.03.  Position.
      During
      the Term, Employer shall employ Executive, and Executive shall serve, as Chief
      Executive Officer, reporting to the Board of Directors of Employer (the
“Board”).
      Executive shall have the duties, responsibilities and authority as are typical
      for such position at companies of comparable size to Employer and within
      Employer’s industry, including general executive authority over Employer’s
      affairs arising in the ordinary course of business, and shall perform the other
      services and duties as determined from time to time by the Board.

     

    SECTION
      1.04.  Time
      and Effort.
      Executive shall serve Employer faithfully, loyally, honestly and to the best
      of
      Executive’s ability. Executive shall perform all duties required of him as Chief
      Executive Officer. During the Term, Executive shall not, directly or indirectly,
      engage in any employment or other activity that, in the sole discretion of
      the
      Board, is competitive with or adverse to the business, practice or affairs
      of
      Employer or any of its affiliates, whether or not such activity is pursued
      for
      profit or other advantage, or that would conflict or interfere with the
      rendition of Executive’s services or duties, provided
      that
      Executive may serve on civic or 

     

    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    charitable
      boards or committees and serve as a non-employee member of a board of directors
      of a corporation as to which the Board has given its consent. Prior to the
      Closing, Executive shall resign from or terminate all positions, relationships
      and activities that would be inconsistent with the foregoing.

     

    SECTION
      1.05.  Location
      and Travel.
      During
      the Term, Executive shall be physically present at Employer’s offices in St.
      Helier, Jersey, Channel Islands when discussing, deliberating over or making
      any
      material decision regarding or affecting Employer or its business or affairs
      (whether or not such activity includes or involves the Board), as determined
      by
      the Board in its discretion. Executive acknowledges and agrees that his duties
      and responsibilities to Employer will require him to travel worldwide from
      time
      to time, including to Employer’s offices in the Channel Islands.

     

    ARTICLE
      II

     

    Compensation

     

    SECTION
      2.01.  Salary.
      As
      compensation for all services rendered by Executive to Employer and all its
      affiliates in any capacity and for all other obligations of Executive hereunder,
      Employer shall pay Executive a salary (“Salary”)
      during
      the Term at the annual rate of $400,000, payable monthly to a bank account
      specified by Executive.

     

    SECTION
      2.02.  Annual
      Bonus.
      During
      the Term, Executive shall be eligible to receive an annual cash bonus in such
      amount and subject to such terms and conditions as the Board may determine
      in
      its discretion.

     

    SECTION
      2.03.  Equity
      Awards.
      Upon the
      pricing date of the IPO, Executive shall receive, pursuant to an incentive
      compensation plan to be adopted by Employer , stock options with respect to
      Employer’s common stock (“Options”) and restricted shares of Employer’s common
      stock (“Restricted Stock”) having an aggregate grant-date value of $75,000 (the
“Initial Grants”). The Initial Grants shall be divided equally between Options,
      which will vest pro-rata over three years, and Restricted Stock, which will
      vest
      pro rata over four years. The Initial Grants and the other terms and
      conditions thereof shall be evidenced by award agreements to be entered into
      by
      Executive and Employer. During the Term, Executive shall be eligible to receive
      other awards of equity interests in Employer in such amounts and subject to
      such
      terms and conditions as the Board may determine in its discretion.

     

    SECTION
      2.04.  Benefits.
      During
      the Term, Executive shall not be entitled to receive, and Employer shall have
      no
      obligation to provide, any employee benefits (including health, welfare,
      disability, pension, retirement and death benefits), fringe benefits or
      perquisites, except as otherwise set forth herein.

     

    
      
        
        

      

      
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    SECTION
      2.05.  Vacation.
      During
      each calendar year of the Term, Executive shall be entitled to four weeks of
      paid vacation from Employer, pro rated for any partial calendar
      year.

     

    SECTION
      2.06.  Business
      Expenses.
      Employer
      shall reimburse Executive for all necessary and reasonable “out-of-pocket”
business expenses incurred by Executive in the performance of Executive’s duties
      hereunder, provided
      that
      Executive furnishes to Employer adequate records and other documentary evidence
      required to substantiate such expenditures and otherwise complies with any
      travel and expense reimbursement policy established by the Board from time
      to
      time.

     

    SECTION
      2.07.  Withholdings.
      Employer
      and its affiliates may withhold or deduct from any amounts payable under this
      Agreement such taxes, fees, contributions and other amounts as may be required
      to be withheld or deducted pursuant to any applicable law or
      regulation.

     

    ARTICLE
      III

     

    Termination

     

    SECTION
      3.01.  General;
      Exclusive Rights.
      Subject
      to the provisions of this Article III, Executive’s employment with Employer may
      be terminated by Executive or Employer at any time and for any reason, which
      termination shall be effective on the date specified by Executive or Employer,
      as the case may be. In the event that Executive’s employment with Employer is
      terminated, whether by Employer or Executive, at any time and for any reason,
      Executive shall have no further rights to any compensation, payments or any
      other benefits under this Agreement or any other contract, plan, policy or
      arrangement with Employer or its affiliates, except as set forth in this Article
      III.

     

    SECTION
      3.02.  Accrued
      Rights.
      Upon the
      termination of Executive’s employment with Employer, whether by Employer or
      Executive, at any time and for any reason, Executive shall be entitled to
      receive (a) Salary earned through the date of termination that remains
      unpaid as of such date and (b) reimbursement of any unreimbursed business
      expenses incurred by Executive prior to the date of termination to the extent
      such expenses are reimbursable under Section 2.06 (all such amounts, the
“Accrued
      Rights”).

     

    SECTION
      3.03.  Termination
      by Employer Other Than for Cause.
      (a) If
      (i) Employer elects to terminate Executive’s employment during the Term for
      any reason other than Cause (as defined below) or (ii) Employer elects not
      to extend the Term in accordance with Section 1.02 and Employer would not
      at such time have Cause to terminate Executive’s employment, then
      (A) Employer shall continue to pay Executive’s Salary through the later of
      (1) April 15, 2008 and (2) the first anniversary of the effective date
      of Executive’s termination of employment and (B) in the event of a
      termination pursuant to clause (i), all equity-based compensation granted
      to Executive pursuant to 

     

    
      
         

         

        
        

      

      
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    Section 2.03
      (including the Initial Grants) shall immediately vest and become exercisable,
      subject to the other terms and conditions of such grants, provided
      that
      Employer shall not be obligated to commence any payment under this
      Section 3.03, and Executive shall not be entitled to any such acceleration,
      until such time as Executive has provided an irrevocable waiver and general
      release of claims, including Executive’s right to notice pursuant to the
      Employment (Jersey) Law, 2003, as amended (other than Executive’s rights under
      this Agreement ), in favor of Employer, its affiliates, and their respective
      directors, officers, employees, agents and representatives in form and substance
      acceptable to Employer; provided,
      further,
      that
      Employer shall be entitled to cease making, and Executive shall forfeit any
      entitlement to receive, such payments in the event that Executive breaches
      any
      of his obligations under Article IV.

     

    (b) 
      For
      purposes of this Agreement, the term “Cause”
shall
      mean (i) Executive’s  failure to perform those duties that Executive
      is required or expected to perform pursuant to this Agreement,
      (ii) Executive’s dishonesty or breach of any fiduciary duty to Employer in
      the performance of Executive’s duties hereunder, (iii) Executive’s
      conviction of, or a plea of guilty or nolo contendere to, a misdemeanor
      involving moral turpitude, fraud, dishonesty, theft, unethical business conduct
      or conduct that impairs the reputation of Employer or any of its affiliates
      or
      any felony (or the equivalent thereof in any jurisdiction),
      (iv) Executive’s gross negligence or willful misconduct in connection with
      Executive’s duties hereunder or any act or omission that is injurious to the
      financial condition or business reputation of Employer or any of its affiliates
      or (v) Executive’s breach of the provisions of Article IV of this
      Agreement.

     

    SECTION
      3.04.  Termination
      upon Death or Disability.
      (a)
      Executive’s employment with Employer shall terminate immediately upon
      Executive’s death or Disability (as defined below). In the event Executive’s
      employment terminates due to death or Disability, then Employer shall continue
      to pay Executive’s Salary through the first anniversary of the effective date of
      such termination of employment.

     

    (b)
      For
      purposes of this Agreement, the term “Disability”
shall
      mean the inability of Executive, due to illness, accident or any other physical
      or mental incapacity, to perform Executive’s duties in a normal manner for a
      period of 120 days (whether or not consecutive) in any twelve-month period
      during the Term. The Board shall determine, on the basis of the facts then
      available, whether and when the Disability of Executive has occurred. Such
      determination shall take into consideration the expert medical opinion of a
      physician mutually agreeable to Employer and Executive based upon such
      physician’s examination of Executive. Executive agrees to make himself available
      for such examination upon the reasonable request of Employer.

     

    SECTION
      3.05.  Termination
      by Executive.
      If
      Executive terminates his employment with Employer for any reason, Executive
      shall provide written notice to Employer at least 30 days prior to the
      effective date of such termination.

     

    SECTION
      3.06.  Change
      of Control.
      (a) In
      the event that Executive’s employment is terminated by Executive for Good Reason
      within one year following a 

     


    
      
        
        

      

      
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    Change
      of
      Control, Executive shall be entitled to receive the continuation of his Salary
      through the later of (i) the third anniversary of the Commencement Date and
      (ii) the first anniversary of the effective date of Executive’s termination
      of employment.

     

    (b)
      For
      purposes of this Agreement, the term

     

    (i)
      “Change
      of Control”
shall
      mean the occurrence of any of the following events:

     

    (A)
      the
      consummation of (1) a merger, consolidation, statutory share exchange or similar
      form of corporate transaction involving (x) Employer or (y) any entity in
      which Employer, directly or indirectly, possesses 50% or more of the total
      combined voting power of all classes of its stock, but in the case of this
      clause (y) only if Employer Voting Securities (as defined below) are issued
      or
      issuable in connection with such transaction (each of the transactions referred
      to in this clause (1) being hereinafter referred to as a “Reorganization”) or
      (2) the sale or other disposition of all or substantially all the assets of
      Employer to an entity that is not an affiliate (a “Sale”) if such Reorganization
      or Sale requires the approval of Employer’s stockholders under the law of
      Employer’s jurisdiction of organization (whether such approval is required for
      such Reorganization or Sale or for the issuance of securities of Employer in
      such Reorganization or Sale), unless, immediately following such Reorganization
      or Sale, (I) all or substantially all the individuals and entities who were
      the “beneficial owners” (as such term is defined in Rule 13d-3 under the
      Exchange Act (or a successor rule thereto)) of the Shares or other securities
      eligible to vote for the election of the Board (collectively, the “Employer
      Voting Securities”) outstanding immediately prior to the consummation of such
      Reorganization or Sale beneficially own, directly or indirectly, more than
      50%
      of the combined voting power of the then outstanding voting securities of the
      entity resulting from such Reorganization or Sale (including, without
      limitation, an entity that as a result of such transaction owns Employer or
      all
      or substantially all the Employer’s assets either directly or through one or
      more subsidiaries) (the “Continuing Entity”) in substantially the same
      proportions as their ownership, immediately prior to the consummation of such
      Reorganization or Sale, of the outstanding Employer Voting Securities (excluding
      any outstanding voting securities of the Continuing Entity that such beneficial
      owners hold immediately following the consummation of the Reorganization or
      Sale
      as a result of their ownership prior to such consummation of voting securities
      of any entity involved in or forming part of such Reorganization or Sale other
      than Employer and its affiliates) and (II) no Person beneficially owns,
      directly or indirectly, 30% or more of the combined voting power of the


     


    
      
        


        
        

      

      
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    then
      outstanding voting securities of the Continuing
      Entity immediately following the consummation of such Reorganization or
      Sale;

     

    (B)
      the
      stockholders of Employer approve a plan of complete liquidation or dissolution
      of Employer; or

     

    (C)
      any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
      the Exchange Act, respectively) (other than Employer or an affiliate) becomes
      the beneficial owner, directly or indirectly, of securities of Employer
      representing 50% or more of the then outstanding Employer Voting Securities;
      provided
      that for
      purposes of this subparagraph (C), any acquisition directly from Employer shall
      not constitute a Change of Control; and

     

    (ii)
      “Good
      Reason”
shall
      mean the occurrence of any of the following events or circumstances (without
      the
      prior written consent of Executive): (A) a material reduction by Employer of
      Executive’s authority or a material change in Executive’s functions, duties or
      responsibilities, (B) a reduction in Executive’s Salary, (C) a requirement that
      Executive report to anyone other than the Board, (D) a requirement that
      Executive relocate his residence (it being understood that the requirements
      set
      forth in Section 1.05 do not constitute a requirement to relocate) or (E) a
      breach by Employer of any material obligation of Employer under this Agreement
      (which breach has not been cured within 30 days after written notice thereof
      is
      provided to Employer by Executive specifically identifying such breach in
      reasonable detail).

     

    ARTICLE
      IV

     

    Executive
      Covenants

     

    SECTION
      4.01.  Employer’s
      Interests.
      Executive acknowledges that Employer has expended substantial amounts of time,
      money and effort to develop business strategies, substantial customer and
      supplier relationships, goodwill, business and trade secrets, confidential
      information and intellectual property and to build an efficient organization
      and
      that Employer has a legitimate business interest and right in protecting those
      assets as well as any similar assets that Employer may develop or obtain
      following the Commencement Date. Executive acknowledges and agrees that the
      restrictions imposed upon Executive under this Agreement are reasonable and
      necessary for the protection of such assets and that the restrictions set forth
      in this Agreement will not prevent Executive from earning an adequate and
      reasonable livelihood and supporting his dependents without violating any
      provision of this Agreement. Executive further acknowledges that Employer would
      not have agreed to enter into this Agreement without Executive’s agreeing to
      enter into, and to honor the provisions and covenants of, this Article IV.
      Therefore, Executive agrees that, in consideration of Employer’s entering into
      this Agreement and Employer’s obligations hereunder and other good and valuable


     

    
      
        
        

      

      
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    consideration,
      the receipt of which is hereby acknowledged by Executive, Executive shall be
      bound by, and agrees to honor and comply with, the provisions and covenants
      contained in this Article IV following the Commencement Date.

     

    SECTION
      4.02.  Scope
      of Covenants.
      For
      purposes of this Article IV, the term “Employer” includes Employer’s
      affiliates, and its and their predecessors, successors and assigns.

     

    SECTION
      4.03.  Non-Disclosure
      of Confidential Information. (a)
      Executive acknowledges that, in the performance of his duties as an employee
      of
      Employer, Executive may be given access to Confidential Information (as defined
      below). Executive agrees that all Confidential Information has been, is and
      will
      be the sole property of Employer and that Executive has no right, title or
      interest therein. Executive shall not, directly or indirectly, disclose or
      cause
      or permit to be disclosed to any person, or utilize or cause or permit to be
      utilized, by any person, any Confidential Information acquired pursuant to
      Executive’s employment with Employer (whether acquired prior to or subsequent to
      the execution of this Agreement or the Commencement Date) or otherwise, except
      that Executive may (i) utilize and disclose Confidential Information as
      required in the discharge of Executive’s duties as an employee of Employer in
      good faith, subject to any restriction, limitation or condition placed on such
      use or disclosure by Employer, and (ii) disclose Confidential Information
      to the extent required by applicable law or as ordered by a court of competent
      jurisdiction.

     

    (b)
      For
      purposes of this Agreement, “Confidential
      Information”
shall
      mean trade secrets and confidential or proprietary information, knowledge or
      data that is or will be used, developed, obtained or owned by Employer relating
      to the business, operations, products or services of Employer or of any
      customer, supplier, employee or independent contractor thereof, including
      products, services, fees, pricing, designs, marketing plans, strategies,
      analyses, forecasts, formulas, drawings, photographs, reports, records, computer
      software (whether or not owned by, or designed for, Employer), operating
      systems, applications, program listings, flow charts, manuals, documentation,
      data, databases, specifications, technology, inventions, developments, methods,
      improvements, techniques, devices, products, know-how, processes, financial
      data, customer or supplier lists, contact persons, cost information, regulatory
      matters, employee information, accounting and business methods, trade secrets,
      copyrightable works and information with respect to any supplier, customer,
      employee or independent contractor of Employer, in each case whether patentable
      or unpatentable, whether or not reduced to writing or other tangible medium
      of
      expression and whether or not reduced to practice, and all similar and related
      information in any form; provided,
      however,
      that
      Confidential Information shall not include information that is generally known
      to the public other than as a result of disclosure by Executive in breach of
      this Agreement or in breach of any similar covenant made by Executive or any
      other duty of confidentiality.

     

    SECTION
      4.04.  Non-Disparagement.
      After
      the date hereof, Executive shall not, whether in writing or orally, criticize
      or
      disparage Employer, its business or any of its customers, clients, suppliers
      or
      vendors or any of its current or former, 

     

    
      
        


        
        

      

      
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    stockholders,
      directors, officers, employees, agents or representatives or any affiliates,
      directors, officers or employees of any of the foregoing, provided
      that
      Executive may provide critical assessments of Employer to Employer during the
      Term.

     

    SECTION
      4.05.  Non-Competition.
      (a) For
      the Restricted Period (as defined below) Executive shall not directly or
      indirectly, without the prior written consent of the Board:

     

    (i)
      engage
      in
      any activity or business, or establish any new business, in any location that
      is
      involved with the voyage chartering or time chartering of crude oil tankers,
      including assisting any person in any way to do, or attempt to do, any of the
      foregoing;

     

    (ii)
      (A) solicit
      any person that is a customer or client (or prospective customer or client)
      of Employer or any of its affiliates to purchase any goods or services of the
      type sold by Employer or any of its affiliates from any person other than
      Employer or any of its affiliates or to reduce or refrain from doing (or
      otherwise change the terms or conditions of) any business with Employer or
      any
      of its affiliates, (B) interfere with or damage (or attempt to interfere with
      or
      damage) any relationship between Employer or any of its affiliates and their
      respective employees, customers, clients, vendors or suppliers (or any person
      that Employer or any of its affiliates have approached or have made significant
      plans to approach as a prospective employee, customer, client, vendor or
      supplier) or any governmental authority or any agent or representative thereof
      or (C) assist any person in any way to do, or attempt to do, any of the
      foregoing; or

     

    (iii)
      form,
      or
      acquire a two (2%) percent or greater equity ownership, voting or profit
      participation interest in, any Competitor.

     

    (b)
      For
      purposes of this Agreement, the term “Restricted
      Period”
shall
      mean a period commencing on the date of the Commencement Date and terminating
      one year from the date Executive ceases to be an employee of Employer for any
      reason. The Restricted Period shall be tolled during (and shall be deemed
      automatically extended by) any period in which Executive is in violation of
      this
      Section 4.07.

     

    (c)
      For
      purposes of this Agreement, the term “Competitor”
means
      any person
      that engages in any activity, or owns or controls a significant
      interest in any person that engages in any activity, in the voyage chartering
      and time chartering of crude oil tankers; provided
      that a
      Competitor shall not include any person who the Board has deemed, through its
      prior written approval, not to be a Competitor.

     

    SECTION
      4.06.  Records.
      All
      memoranda, books, records, documents, papers, plans, information, letters,
      computer software and hardware, electronic records and other data relating
      to
      Confidential Information, whether prepared by Executive or otherwise, in
      Executive’s possession shall be and remain the exclusive property of Employer,
      and Executive shall not directly or indirectly assert any interest or property
      

     

    
      
        


        
        

      

      
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    rights
      therein. Upon termination of employment with Employer for any reason, and upon
      the request of Employer at any time, Executive will immediately deliver to
      Employer all such memoranda, books, records, documents, papers, plans,
      information, letters, computer software and hardware, electronic records and
      other data, and all copies thereof or therefrom, and Executive will not retain,
      or cause or permit to be retained, any copies or other embodiments of such
      materials.

     

    SECTION
      4.07.  Specific
      Performance.
      Executive agrees that any breach by Executive of any of the provisions of this
      Article IV shall cause irreparable harm to Employer that could not be
      adequately compensated by monetary damages and that, in the event of such a
      breach, Executive shall waive the defense in any action for specific performance
      that a remedy at law would be adequate, and Employer shall be entitled to
      (a) specifically enforce the terms and provisions of this Article IV
      without the necessity of proving actual damages or posting any bond or providing
      prior notice and (b) cease making any payments or providing any benefit
      otherwise required by this Agreement (including payments under
      Section 3.03), in each case in addition to any other remedy to which
      Employer may be entitled at law or in equity. Without limiting the generality
      of
      the foregoing, in any proceeding in which Employer seeks enforcement of this
      Agreement or seeks relief from Executive’s violation of this Agreement and
      Employer prevails in such proceeding, Employer shall be entitled to recover
      from
      Executive all litigation costs and attorneys’ fees and expenses incurred by
      Employer in any suit, action or proceeding arising out of or relating to this
      Agreement.

     

    SECTION
      4.08.  Executive
      Representations and Warranties.
      Executive represents and warrants to Employer that the execution and delivery
      of
      this Agreement by Executive and the performance by Executive of Executive’s
      duties hereunder shall not constitute a breach of, or otherwise contravene,
      or
      conflict with the terms of any contract, agreement, arrangement, policy or
      understanding to which Executive is a party or otherwise bound.

     

    SECTION
      4.09.  Cooperation.
      Following the termination of Executive’s employment, Executive shall provide
      reasonable assistance to and cooperation with Employer in connection with any
      suit, action or proceeding (or any appeal therefrom) relating to acts or
      omissions that occurred during the period of Executive’s employment with
      Employer. Employer shall reimburse Executive for any reasonable expenses
      incurred by Executive in connection with the provision of such assistance and
      cooperation.

     

    ARTICLE
      V

     

    Miscellaneous

     

    SECTION
      5.01.  Assignment.
      This
      Agreement is personal to Executive and shall not be assignable by Executive.
      The
      parties agree that any attempt by Executive to delegate Executive’s duties
      hereunder shall be null and void. Employer may assign this Agreement and its
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    any
      person that is an affiliate, or a successor in interest to substantially all
      the
      business or assets, of Employer. Upon such assignment, the rights and
      obligations of Employer hereunder shall become the rights and obligations of
      such affiliate or successor person, and Executive agrees that Employer shall
      be
      released and novated from any and all further liability hereunder. For purposes
      of this Agreement, the term “Employer” shall mean Employer as hereinbefore
      defined in the recitals to this Agreement and any permitted assignee to which
      this Agreement is assigned.

     

    SECTION
      5.02.  Successors.
      This
      Agreement shall be binding upon and shall inure to the benefit of the successors
      and permitted assigns of Employer and the personal and legal representatives,
      executors, administrators, successors, distributees, devisees and legatees
      of
      Executive. Executive acknowledges and agrees that all Executive’s covenants and
      obligations to Employer, as well as the rights of Employer under this Agreement,
      shall run in favor of and will be enforceable by Employer, its affiliates and
      their successors and permitted assigns.

     

    SECTION
      5.03.  Entire
      Agreement.
      This
      Agreement contains the entire understanding of Executive, on the one hand,
      and
      Employer and its affiliates, on the other hand, with respect to the subject
      matter hereof, and all oral or written agreements or representations, express
      or
      implied, with respect to the subject matter hereof are set forth in this
      Agreement.

     

    SECTION
      5.04.  Amendment.
      This
      Agreement may not be altered, modified or amended except by written instrument
      signed by the parties hereto.

     

    SECTION
      5.05.  Notice.
      All
      notices, requests, demands and other communications required or permitted to
      be
      given under the terms of this Agreement shall be in writing and shall be deemed
      to have been duly given when delivered by hand or overnight courier, return
      receipt requested, postage prepaid, addressed to the other party as set forth
      below:

     

    

      
        	 	
                If
                  to Employer:

              	
                Double
                  Hull Tankers, Inc.

                26
                  New Street

                St.
                  Helier, Jersey JE23RA

                Channel
                  Islands

                Attn:
                  Board of Directors

                 

              
	 	
                If
                  to Executive:

              	
                Ole
                  Jacob Diesen

                Krags
                  Vei 10

                0783
                  Oslo

              


      

    

     

    The
      parties may change the address to which notices under this Agreement shall
      be
      sent by providing written notice to the other in the manner specified
      above.

     


    
      
        


        
        

      

      
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    SECTION
      5.06.  Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      Jersey, without regard to the conflicts of law principles thereof, and both
      Employer and Executive submit to the non-exclusive jurisdiction of the Royal
      Court of Jersey in all matters arising out of or in connection with this
      Agreement.

     

    SECTION
      5.07.  Severability.
      If any
      term, provision, covenant or condition of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable in any
      jurisdiction, then such provision, covenant or condition shall, as to such
      jurisdiction, be modified or restricted to the extent necessary to make such
      provision valid, binding and enforceable, or, if such provision cannot be
      modified or restricted, then such provision shall, as to such jurisdiction,
      be
      deemed to be excised from this Agreement and any such invalidity, illegality
      or
      unenforceability with respect to such provision shall not invalidate or render
      unenforceable such provision in any other jurisdiction, and the remainder of
      the
      provisions hereof shall remain in full force and effect and shall in no way
      be
      affected, impaired or invalidated.

     

    SECTION
      5.08.  Survival.
      Subject
      to Section 1.01, the rights and obligations of Employer and Executive under
      the
      provisions of this Agreement, including Articles IV and V of this
      Agreement, shall survive and remain binding and enforceable, notwithstanding
      any
      termination of Executive’s employment with Employer for any reason, to the
      extent necessary to preserve the intended benefits of such
      provisions.

     

    SECTION
      5.09.  No
      Waiver.
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not be considered a waiver of such party’s rights or
      deprive such party of the right thereafter to insist upon strict adherence
      to
      that term or any other term of this Agreement.

     

    SECTION
      5.10.  Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.

     

    SECTION
      5.11.  Construction.
      (a) The
      headings in this Agreement are for convenience only, are not a part of this
      Agreement and shall not affect the construction of the provisions of this
      Agreement.

     

    (b)
      For
      purposes of this Agreement, the words “include” and “including”, and variations
      thereof, shall not be deemed to be terms of limitation but rather will be deemed
      to be followed by the words “without limitation”.

     

    (c)
      For
      purposes of this Agreement, the term “person” means any individual, partnership,
      company, corporation or other entity of any kind.

     

    (d)
      For
      purposes of this Agreement, the term “affiliate”, with respect to any person,
      means any other person that controls, is controlled by or is under common
      control with such person.

     


    
      
        


        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
      first written above.

     

    


    
      	
              DOUBLE
                HULL TANKERS, INC.,

               

            
	
              by

            
	 	
              /s/
                Erik A. Lind

            
	 	
              Name: Erik
                A. Lind

            
	 	
              Title: Chairman

            


    

    


    


    
      	
              OLE
                JACOB DIESEN,

               

            
	
              by

            
	 	
              /s/
                Ole Jacob Diesen