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Exhibit 10.8    
    


PROFESSIONAL SERVICES AGREEMENT  


        PROFESSIONAL SERVICES AGREEMENT (this "Agreement"), dated as of May 6, 2003 by and among Sterling
Investment Partners Advisors, LLC, a Delaware limited liability company ("Sterling"), and United States Chemical Shipping LLC, a Delaware limited
liability company (the "Company"). 


BACKGROUND:  


        The Company desires to receive financial and management consulting services from Sterling, and thereby obtain the benefit of the experience of Sterling in
business and financial management generally and its knowledge of the Company's financial affairs in particular. Sterling is willing to provide financial and management consulting services to the
Company. Accordingly, the compensation arrangements set forth in this Agreement are designed to compensate Sterling for such services. 


        NOW,
THEREFORE, in consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, Sterling and the Company
hereby agree as follows: 


TERMS:  


        1.    Engagement.    The Company hereby engages Sterling as a financial and management consultant, and Sterling hereby
agrees to provide financial and management consulting services to the Company, all on the terms and subject to the conditions set forth below. 


        2.    Services of Sterling.    Sterling hereby agrees during the term of this engagement to consult with the Company's
Board of Managers (the "Board") and management of the Company and its subsidiaries in such manner and on such business and financial matters as may be
reasonably requested from time to time by the Board, including but not limited to: 



          (i)  developing
and implementing corporate strategy; 


         (ii)  budgeting
future corporate investments; 


        (iii)  developing
acquisition and divestiture strategies; 


        (iv)  subsequent
debt and equity financings; and 


         (v)  achieving
liquidity for the Company's members, including by way of a public offering or sale of the Company. 




In
addition to the business and financial consulting services set forth above, officers and employees of Sterling will be available to serve on the Board, without additional compensation, and will
devote such time and attention to the Company's affairs as Sterling determines reasonably necessary to accomplish the purposes of this Agreement. 


        3.    Personnel.    Sterling shall provide and devote to the performance of this Agreement such members, partners,
employees and agents of Sterling as Sterling shall deem appropriate for the furnishing of the services required hereby. 


        4.    Compensation.    


        (a)   The
Company agrees to pay to Sterling as compensation for services to be rendered by Sterling hereunder a fee equal to $100,000 per year (the
"Annual Fee"), payable semi-annually in advance, in two equal installments of $50,000 on each January 1 and July 1 of each
year. Notwithstanding the foregoing, in the event (i) the Company fails to pay principal or interest on any senior credit facility or (ii) the Company files for bankruptcy (any such
event described in (i) or (ii) a "Payment Default"), the Annual Fee shall not be paid, but shall accrue (without interest) until such Payment Default is cured or waived, at which time
the accrued but unpaid Annual Fee shall be paid to 







 



Sterling.
The Company shall reimburse Sterling for such reasonable travel expenses and other direct out-of-pocket expenses as may be incurred by Sterling and its employees in
connection with the rendering of services hereunder. The Company will, within 30 days after receipt of expense reports, reimburse Sterling for such expenses. On the date hereof the Company
shall pay Sterling $15,193.37, representing the pro rata portion of the Annual Fee due for the period beginning on the date hereof and ending June 30, 2003. In the event the Company makes an
acquisition having a transaction value greater than $50 million, Sterling shall be entitled to an increase in the Annual Fee, based on the additional services that may be required hereunder as
a result of an increase in the size of the Company, in an amount approved by a majority-in-interest of the Sterling Investors (as such term is defined in the Limited Liability
Company Agreement of United States Shipping Master LLC, the sole member of the Company ("Shipping Master"), but excluding Sterling/US Shipping L.P. and
Sterling Investment Partners Side-by-Side, L.P.) 


        (b)   In
the event that Sterling assists the Company in any equity or debt financing for purposes of financing an acquisition by the Company (and not in a transaction that
results in a Sale of the Company (as defined below)) or Company growth, whether public or private, the Company will pay Sterling a fee of (i) one and one-half percent (1.5%) of the
gross proceeds received by the Company in any equity financing (the "Equity Financing Fee") and (ii) one-half of one percent (0.5%)
of the gross proceeds of any debt financing (the "Debt Financing Fee"); provided, however, that Sterling shall not be entitled to a fee if the equity or
debt financing is provided solely by then existing members of Shipping Master. For purposes hereof, (i) any offering of debt securities which is convertible into or exchangeable for equity
securities shall be considered an equity financing and (ii) with respect to any offering consisting of a combination of debt and equity securities, the proceeds shall be allocated among the
debt and equity securities sold based on the fair market value thereof, and the Company shall pay to Sterling the Equity Financing Fee with respect to the gross proceeds allocated to the equity
securities sold (to the extent such fee is payable in accordance with the first sentence hereof) and the Debt Financing Fee with respect to the gross proceeds allocated to the debt securities sold. 



        (c)   In
the event that Sterling assists the Company in any acquisition, the Company will pay Sterling a fee of one percent (1.0%) of the transaction value of the acquisition. 


        (d)   In
the event that Sterling assists the Company in any Sale of the Company, Sterling shall be entitled to a fee, based upon the amount of effort involved in such
transaction and the overall performance of the investment, in an amount approved by a majority-in-interest of the Sterling Investors (as such term is defined in the Limited
Liability Company Agreement of Shipping Master, but excluding Sterling/US Shipping L.P. and Sterling Investment Partners Side-by-Side, L.P.). For purposes hereof,
"Sale of the Company" means one or more of the following effected in a single transaction or series of transactions, whether or not related, with one or
more Independent Third Parties: (i) the sale of all or substantially all of the Company's assets (including the equity interests of the Company's subsidiaries) or the assets of the Company's
subsidiaries, on a consolidated basis; (ii) the sale of all of the issued and outstanding securities of the Company; or (iii) the merger or consolidation of the Company or substantially
all of its subsidiaries with one or more of the third parties in a transaction in which such third party(ies) thereafter control, directly or indirectly, the business and affairs of the Company or the
subsidiaries party to such transaction, and "Independent Third Party" means any person (including any affiliated group of persons) that, immediately
prior to the contemplated transaction, owns less than 5% of the Company's equity securities on a fully-diluted basis (a "5% Owner"), that is not
controlling, controlled by or under common control with any such 5% Owner and who is not the spouse of or of common ancestry (by birth or adoption) with any such 5% Owner or a trust for the benefit of
such 5% Owner and/or such other persons. 


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        (e)   Notwithstanding
anything herein to the contrary, 



          (i)  in
the event Sterling assists the Company in obtaining equity and/or debt financing to rebuild the vessel currently known as the Stolt Spirit, Sterling shall be
entitled to a fee of $450,000, even if such capital is raised solely from existing members of Shipping Master; 


         (ii)  in
respect of a transaction or series of related transactions which involves both a financing and an acquisition by the Company, Sterling shall only be entitled to the
higher fee (based on dollar amount); and 


        (iii)  in
the event the Company makes an acquisition having a transaction value greater than $50 million, Sterling shall be entitled to a fee greater than one percent
(1%), based upon the amount of effort involved in such transaction, which fee shall be in an amount approved by a majority-in-interest of the Sterling Investors (as such term
is defined in the Limited Liability Company Agreement of Shipping Master, but excluding Sterling/US Shipping L.P. and Sterling Investment Partners Side-by-Side, L.P.). 




        (f)    For
purposes hereof, an equity or debt financing by Shipping Master, the proceeds of which are contributed to the Company, shall be deemed an equity or debt financing by
the Company. 


        (g)   Each
of the parties hereto hereby expressly agrees that the Annual Fee is and shall be subordinate in right of payment to all indebtedness incurred by the Company and
its subsidiaries under any senior credit facility and under any secured hedge agreements entered into by the Company or any of its subsidiaries. Each of the parties hereto hereby expressly agrees that
the provisions of this paragraph shall inure to the benefit of any lender under a senior credit facility entered into by the Company and any secured party under any secured hedge agreements entered
into by the Company or any of its subsidiaries, and each such lender or secured party shall be deemed a third party beneficiary of the provisions hereof, with full right, standing and authority to
enforce such provisions against the applicable party as if each lender or secured party were a party to this Agreement. 


        5.    Term.    This Agreement shall commence on the date hereof and shall continue in effect for an initial term of
three years and thereafter shall be automatically renewed for successive one-year terms as long as the members of Shipping Master on the date hereof (other than members who are employees
of the Company or one of its affiliates) own at least 20% of the outstanding Units of Shipping Master (excluding Units owned by members who are employees of the Company or one of its affiliates);
provided, however, that this Agreement (other than as provided in the last sentence of this Section 5) shall automatically be terminated prior to the initial term hereof (i) in the event
that following a Qualifying Public Offering (as such term is defined in Shipping Master's Limited Liability Company Agreement) none of Messrs. M. William Macey, Jr., Douglas Newhouse, Charles
Santoro or William Selden remains a director of Shipping Master or (ii) in connection with a Sale of the Company upon payment in full of all amounts (the "Remaining Term
Amount") that would have been paid to Sterling during the remaining term of the Agreement. No termination of this Agreement, whether pursuant to this paragraph or otherwise,
shall affect the Company's obligations with respect to the fees, costs and expenses incurred by Sterling in rendering services hereunder and not reimbursed by the Company as of the effective date of
such termination or the Company's obligations under Section 6. 


        6.    Indemnification.    The Company agrees to indemnify and hold harmless Sterling, its members, affiliates,
employees and agents against and from any and all loss, liability, suits, claims, costs, damages and expenses (including attorneys' fees) arising from their performance hereunder, except as a result
of their gross negligence or intentional wrongdoing; provided, however, that neither Sterling nor its members, affiliates, employees or agents shall be entitled to indemnification in respect of any
loss of value of the securities of the Company owned by them. 


        7.    Sterling an Independent Contractor.    Sterling and the Company agree that Sterling shall perform services
hereunder as an independent contractor, retaining control over and responsibility for 


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its
own operations and personnel. Neither Sterling nor its members, affiliates, employees and agents shall be considered employees or agents of the Company nor shall any of them have authority to
contract in the name of or bind the Company, except as expressly agreed to in writing by the Company. This Agreement in no way limits the ability of Sterling to engage in any other activities. 


        8.    Confidential Information.    Sterling acknowledges that the information, observations and data obtained by it
and its agents and employees during the course of its performance under this Agreement concerning the business plans and financial data of the Company (the "Confidential
Data") are the Company's valuable, special and unique assets. Therefore, it agrees that it will not, nor will it permit any of its agents or employees to, disclose to any
unauthorized person any of the Confidential Data obtained by it during the course of Sterling's performance under this Agreement without the Company's prior written consent, unless and to the extent
that (i) the Confidential Data becomes generally known to and available for use by the public otherwise than as a result of its acts or omissions to act or (ii) such disclosure is
required by any statute, rule, regulation or law or any judicial or administrative body having jurisdiction. Nothing in this section shall preclude Sterling Investment Partners, L.P. from disclosing
Confidential Data to its limited partners pursuant to its standard procedures for disclosure of confidential information to its limited partners. 



        9.    Notice.    Any notice, report or payment required or permitted to be given or made under this Agreement by one
party to the other shall be deemed to have been duly given or made when delivered, if personally delivered, when transmitted, if sent by confirmed facsimile transmission, or, if mailed, when mailed by
registered or certified mail, return receipt requested, postage prepaid, to the party at the following addresses (or at such other address as shall be given in writing by one party to the other): 



	If to Sterling:	Sterling Investment Partners Advisors LLC

276 Post Road West

Westport, Connecticut 06880-4703

Attention: Chairman
	

If to the Company:	

United States Chemical Shipping LLC

c/o USS Vessel Management Inc.

399 Thornall Street

Edison, NJ 08837

Attention: Chairman






        10.    Entire Agreement; Modification.    This Agreement (a) contains the complete and entire understanding and
agreement of the Company and Sterling with respect to the subject matter hereof; (b) supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express
or implied, respecting the engagement of Sterling in connection with the subject matter hereof; and (c) may not be modified except by an instrument in writing executed by the Company and
Sterling. 


        11.    Waiver and Breach.    The waiver by either party of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof. 


        12.    Assignment.    Neither the Company nor Sterling may assign its rights or obligations under this Agreement
without the express written consent of the other. 


        13.    Successors.    This Agreement and all the obligations and benefits hereunder shall inure to the successors and
permitted assigns of the parties. 


        14.    Governing Law.    This Agreement shall be deemed to be a contract made under, and is to be governed and
construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other 


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jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware. 


        15.    Counterparts.    This Agreement may be executed and delivered by each party hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement. 



        16.    No Strict Construction.    The parties hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 


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        IN
WITNESS WHEREOF, the Company and Sterling have caused this Agreement to be duly executed and delivered on the date and year first above written. 



	 	 	UNITED STATES CHEMICAL SHIPPING LLC
	

 	
 	

By:	

/s/  PAUL B. GRIDLEY      

	 	 	Its:	Chairman and Chief Executive Officer
	

 	
 	
STERLING INVESTMENT PARTNERS ADVISORS LLC
	

 	
 	

By:	

/s/  M. WILLIAM MACEY JR.      

	 	 	Its:	Managing Member




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Exhibit 10.8