Exhibit 4.3

                               NOVATION AGREEMENT


          This Novation  Agreement  (this  "Novation")  is made this 30th day of
May,  2003,  by and among  Ugland  Nordic  Shipping ASA (f/k/a  Nordic  American
Shipping A/S) ("UNS"),  Scandic  American  Shipping Ltd.  ("Scandic") and Nordic
American Tanker Shipping Limited (the "Company").

          WHEREAS,  UNS and the Company are  parties to a  Management  Agreement
dated September 19, 1995 (the "Management Agreement"),  pursuant to which, inter
alia, UNS provides management services to the Company,

          WHEREAS,  UNS  wishes to  novate to  Scandic,  and  Scandic  wishes to
assume, UNS's rights and obligations under the Management Agreement, and

          WHEREAS, the Company is willing to agree to such novation on the terms
and conditions set forth herein.

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein, it is hereby agreed as follows:

     1. All rights and  obligations  of UNS under the  Management  Agreement are
novated  to  Scandic  as of  the  effectiveness  of  this  Novation.  As of  the
effectiveness  of this  Novation,  Scandic is entitled to all rights,  title and
interests  of UNS under the  Management  Agreement as if Scandic were named as a
party to the Management Agreement in place of UNS.

     2.  Accordingly,  all  references  in the  Management  Agreement to "Nordic
American Shipping A/S" and "NAS" shall refer to "Scandic American Shipping Ltd."

     3. UNS and the Company hereby  irrevocably,  unconditionally and absolutely
release and discharge each other as of the  effectiveness  of this Novation from
any and all rights,  liabilities,  damages, costs and expenses in respect of any
matter howsoever arising under the Management Agreement.

     4. UNS and Scandic shall make an accounting as of the effectiveness  hereof
to each other of their  respective  allocation  of the  management  fee that the
Company  has paid to UNS for the current  year,  and the  expenses  that UNS has
incurred pursuant to the Management Agreement.

     5. UNS acknowledges that all sums owing to it by the Company have been paid
in full.

     6. The Management Agreement is hereby amended by inserting the following as
Section 12:

          "13. (a) This  Agreement,  and any rights and  obligations  of Scandic
          hereunder,  may not be novated or assigned  without the prior  written
          consent of the Company,

               (b) This  Agreement  shall inure to the  benefit of the  parties'
          successors and permitted assigns, and"

               (c)  The  Manager  may  in  its  sole  and  absolute   discretion
          subcontract  to or engage  others to perform its  services  hereunder;
          provided,  however,  that the Manager  shall always  remain liable for
          such performance."

and renumbering Section 12 as Section 13.

     7.  Each  party  hereby  represents  that  the  Assignment  has  been  duly
authorized  by all  necessary  corporate  and  shareholder  action  on its  part
(subject,   in  the  case  of  the  Company,   to  approval  by  the   Company's
shareholders), and executed by it, and is valid and binding and duly enforceable
against it in accordance with its terms, except to the extent enforceability may
be limited or affected by bankruptcy,  insolvency,  reorganization,  moratorium,
fraudulent  convergence  and other similar laws and equitable  principles now or
hereafter  in  effect  and  affecting  the  rights  and  remedies  of  creditors
generally.

     8. Scandic represents and warrants that it has the personnel, resources and
relationships necessary for the fulfillment by it of UNS's obligations under the
Management Agreement.

     9. This Novation shall become  effective on the approval of the Novation by
the Company's  shareholders  and no rights or obligations  shall arise hereunder
until such time.

     10. This Novation  shall be governed by New York law without  regard to the
principles of conflicts of laws thereof.

     11. This Novation may be executed in written  counterparts  which  together
shall constitute one instrument.



<PAGE>



     WHEREFORE,  this  Novation  has been duly  executed  as of the day and year
first set forth above.

                                      UGLAND NORDIC SHIPPING ASA


                                      By:  /s/ Paul Wogan
                                           --------------
                                           Name:
                                           Title:


                                      SCANDIC AMERICAN SHIPPING LTD.


                                      By:  /s/ Herbjorn Hansson
                                           --------------------
                                           Name:
                                           Title:


                                      NORDIC AMERICAN TANKER SHIPPING LIMITED


                                      By:  /s/ Herbjorn Hansson
                                           --------------------
                                           Name:
                                           Title: