Exhibit 4.4


                              MANAGEMENT AGREEMENT

                  This Restated Management  Agreement is made as of the 30th day
of June,  2004,  (restatement  of the Management  Agreement  dated September 19,
1995,) made by and between NORDIC AMERICAN TANKER  SHIPPING  LIMITED,  a company
organized and existing  under the laws of Bermuda (the  "Company"),  and Scandic
American  Shipping  Ltd., a company  organized  and  existing  under the laws of
Bermuda ("Scandic").


                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS,  the Company is engaged in the business of acquiring,  owning
and chartering vessels; and

          WHEREAS,  Scandic has  expertise in the  shipping  industry and in the
financing of vessels generally; and

          WHEREAS, the Company has requested Scandic, and Scandic has agreed, to
provide  services to the Company and any subsidiary of the Company in connection
with the  management and  administration  of the business of the Company and any
subsidiary of the Company.

          NOW, THEREFORE, the parties hereby agree as follows:

          1. Services.
             ---------

          1.1.  During  the  term  hereof  (as  provided  in  Section  2 of this
Agreement),  Scandic shall provide the following services to the Company and any
subsidiary of the Company subject, always, to the objectives and policies of the
Company as  established  from time to time by the  Company's  Board of Directors
(the "Board"):

          (a) the presentation,  negotiation and settlement of any claim, demand
or petition on behalf of the Company and/or any  subsidiary  with respect to any
agreements to which it is a party including,  without limitation, the pursuit by
the Company of any rights of  indemnification  or  reimbursement  under any such
agreements;

          (b) the  prosecution  or defense of other claims arising in connection
with the  business  of the  Company  and/or any  subsidiary  and any  disclosure
documents that it distributes or files;

          (c) the  provision of the services of such officers and other staff of
suitable  skills and  experience  as may be  necessary  to properly  perform the
services referred to herein;

          (d) the  provision of office  equipment  and the use of  accounting or
computing equipment when required;

          (e) keeping all such books and records of things done and transactions
performed on behalf of the Company and any  subsidiary  as the Board may require
from time to time,  including  liaising  with the Company  and any  subsidiary's
auditors, lawyers and other professionals;

          (f)  from  time to time or at any  time  as  requested  by the  Board,
reporting to the Board concerning the performance of the foregoing  services and
the performance of the parties to the agreements to which the Company and/or any
subsidiary is a party and furnishing advice and recommendations  with respect to
all aspects of the business affairs of the Company and any subsidiary;

          (g)  assisting  the  Company to comply  with the  requirements  of all
applicable  securities  laws,  including  the  Securities  Act of  1933  and the
Securities Exchange Act of 1934;

          (h)  maintenance of the Company and any  subsidiary's  general ledger,
reconciliation of the Company and any subsidiary's bank accounts, preparation of
the Company and any subsidiary's periodic financial statements,  including those
required for  Securities  and  Exchange  Commission  ("SEC"),  Bermuda and other
governmental  and  regulatory or  self-regulatory  agency filings and reports to
shareholders, and provision of related data processing services;

          (i)  assistance in maintaining  records of  shareholder  ownership and
transfer records through an independent registrar and transfer agent;

          (j) assistance in preparation of  registration  statements and reports
required  to be filed with the SEC and other  governmental  agencies,  including
periodic reports on Forms 20-F and 6-K, registration statements on Form F-3, F-4
or F-8 as well as annual and quarterly reports to shareholders;

          (k) assisting the Company and any subsidiary  with the  formulation of
business projects, including acquisitions, dispositions and combinations;

          (l) assistance in obtaining  such  insurance  which the Company and/or
any subsidiary determines to procure;

          (m) as  agent  only on  behalf  of the  Company  and  any  subsidiary,
supervising  the  commercial  trading  of the  vessels  that the  Company or any
subsidiary  of the Company  owns or may acquire in the future (the  Vessels) and
the conclusion of all charter parties,  contracts of affreightment,  negotiation
and  consecutive  voyage charter  parties,  and other contracts of employment in
respect thereof;

          (n)  negotiating  and  collecting  offers for the  refinancing  of the
Company's credit  agreement,  selecting the most competitive bids and presenting
the Company with a proposal for refinancing the Vessels, subject to the relevant
Board's final determination on any refinancing;

          (o) being  responsible for all  communication  and contact between the
Company and/or any  subsidiary and its lenders and banks that provide  financing
and other services to the Company  and/or any  subsidiary  and ensuring,  to the
best of its  abilities  (without  taking any  responsibility  for the  Company's
ability to meet its obligations),  that the Company and any subsidiary  observes
and complies with all its obligations in and towards the lenders;

          (p) procuring and supervising,  as agent only on behalf of the Company
and any subsidiary,  the following  services  rendered by or in cooperation with
one or more Technical Managers (as defined below):

               (i)   conducting  all   operation/performance   of  the  Vessels,
               including but not limited to all matters with respect to voyages,
               cargoes and persons to be carried, and procuring or providing all
               services  incident thereto  including,  but not limited to, cargo
               handling,  port activities (including pilotage,  towing, wharfage
               and dockage), bunkering, stevedoring, canal transits, services of
               agents,  brokers and consultants and arranging for payment of all
               expenses  in  respect  of the  foregoing  as  necessary  for  the
               operation of the Vessels;

               (ii)  issuing  or causing  to be issued  all  necessary  shipping
               documents;

               (iii)   executing   voyage   schedules,   routing,   loading  and
               discharging;

               (iv)  handling  all  post-fixture  claims and  arranging  for all
               collections   arising  out  of  the  operation  of  the  Vessels,
               including the  collection and handling of all freight and/or hire
               payments, demurrage and dispatch; and

               (v)  arranging for the entry and clearance of the Vessels and for
               berth and terminal facilities when necessary.

          (q) As agent  only on behalf of the  Company  and/or  any  subsidiary,
supervising  the technical  operation of the Vessels and having the power in its
name or in the name of the  Company,  without  the need for any  further  formal
power of attorney,  to do and perform all acts, deeds,  matters and things which
may be necessary or expedient for the  supervision,  performance or provision of
all or any of such services or ancillary thereto or otherwise in relation to the
proper and efficient  operation of the Vessels,  including  (but not limited to)
the following:

               (i)  providing  the technical  ship  managers  (the  "Technical
               Managers") appointed by Scandic with appropriate instructions;

               (ii) providing an insurance arrangement for the Vessels including
               a budget and allowing the Company and any subsidiary to enter the
               Vessels into Scandic's  long-term H&M and LoH program and its War
               Scheme provided they are competitive. Such coverage shall include
               H&M,  LoH,  War,  P&I,  Excess  Oil,  Defense  and to the  extent
               required by its lenders, MII including AP;

               (iii) entering the Vessels in protection  and indemnity,  defense
               and other such clubs or associations  and all matters  pertaining
               thereto;

               (iv) handling and settling all insurance,  particular and general
               average,  salvage and other claims in connection with the Vessels
               and all matters pertaining thereto;  provided,  however,  that no
               individual claim exceeds  USD300,000.  Scandic shall not commence
               legal proceedings  without the approval of the Company and/or any
               relevant subsidiary;

               (v) performing or causing to be performed all necessary  services
               in connection  with salvage and general average in respect of the
               Vessels;

               (vi) keeping the Company and any subsidiary  advised with respect
               to the  operation  of the  Vessels  and  the  performance  of the
               services hereunder;

               (vii)  deciding on standards of ship  operation with the approval
               of  the  Company  and/or  any  subsidiary  and   instructing  the
               Technical Managers when requirements are outside such standards;

               (viii) by regular visits (at least annually) onboard the Vessels,
               verifying the Vessels' technical condition and memorializing such
               visits in  reports  and - where  appropriate  - taking  necessary
               actions with respect to  instructions  to the Technical  Manager,
               and  visiting  the  Vessels on  passages  or in ports in order to
               attend   onboard  at  loading  or   discharge   operation   where
               appropriate;

               (ix) in co-operation with the Technical Managers:

                    (A)  following up and pursuing the  development  of planning
                         regarding oil spill actions and other safety routines;

                    (B)  verifying that all actions,  instructions  and training
                         in respect of the  Vessels'  safety  have been  carried
                         through diligently, and

                    (C)  arranging  for oil spill  contingency  plans and taking
                         all actions provided for in the US Oil Pollution Act of
                         1990  including,  but not  limited to,  appointing  and
                         liaising with the "Qualified  Individual"  required and
                         to  enter  into  necessary   agreements  with  clean-up
                         contractors in the US and other relevant countries.

               (x) procuring and supervising the following  services rendered by
               or in co-operation with the Technical Managers:

                    (A)  keeping  books,  records and  accounts  relating to the
                         activities  and business of the Vessels in such form as
                         may be required by the Company and any subsidiary; and

                    (B)  procuring   dry-docking   plans  and  negotiating  with
                         shipyards in relation to major repairs and dry-dockings
                         and attending and supervising all such works.

               (xi)  procuring  that  the  Technical  Manager  applies  for  and
               maintains,  as operator of the Vessel, a Certificate of Financial
               Responsibility  under  ss.138.30(b)  of  the  Regulations  of the
               United States Coast Guard under the Oil Pollution Act of 1990 and
               filing   periodic   submissions  in  connection   therewith.   In
               connection  with such  applications,  the  Technical  Manager may
               obtain a financial  guarantee from any entity selected by Scandic
               in consultation with the Company and /or any relevant subsidiary;

               (xii) on behalf of the Company and/or any subsidiary, supervising
               the services to be provided by the Technical Managers in relation
               to the overall  accounting for the Company and any subsidiary and
               ensuring in  cooperation  with the Company  and/or any subsidiary
               that the Board of the Company or any subsidiary is provided with:

                    (A)  an annual budget of the Company and/or any subsidiary's
                         operating  costs  delivered  to the Company  and/or any
                         subsidiary by November 30 of the preceding  year,  with
                         deviations   from  the  budget  being   disclosed   and
                         explaining  in the annual  report,  deviations  greater
                         than USD300,000 (per Vessel, per incident) that must be
                         approved by the Company and/or any subsidiary;

                    (B)  annual  report of all  bonuses,  rebates  or  similarly
                         negotiated benefit received;

                    (C)  such  other  budgets  and  projections  as the  Company
                         and/or any subsidiary shall request from time to time;

                    (D)  quarterly   statements   of   the   Company   and   any
                         subsidiary's  overall  operating costs and the Vessels'
                         operating  costs to be delivered  within 40 days of the
                         end of such quarter;

                    (E)  annual reports for the Company and any subsidiary;

                    (F)  periodic reports regarding  Scandic's and various other
                         brokers' analyses of the shipping market;

                    (G)  such other accounts, reports (including voyage reports)
                         and budget  follow-ups as the Company and/or subsidiary
                         shall reasonably require from time to time.

          (r) such other  services  as the  Company  and/or any  subsidiary  may
request and Scandic may agree to provide from time to time.

          1.2.  During  the term  hereof,  Scandic  shall do all in its power to
maintain the existing  business of the Company and shall at all times and in all
respects  conform to and  comply  with the lawful  directions,  regulations  and
recommendations made by the Board and in the absence of any specific directions,
regulations  and  recommendations  as  aforesaid  and  subject  to the terms and
conditions of this Agreement shall provide general  administrative  and advisory
services in  connection  with the  management of the business of the Company and
any  subsidiary;  provided,  however,  that the parties  recognize  that Scandic
conducts its own business and shall not be required to devote itself exclusively
to the affairs of the Company and any subsidiary of the Company but only to such
an extent as may be required in order to perform its duties satisfactorily under
this Agreement. Scandic shall be free to act for and represent any other person,
firm,  corporation,  company or other entity  throughout  the world  without the
consent of the Company or any subsidiary of the Company  whether or not the said
person,  firm,  corporation,  company or other  entity is engaged in business in
competition with the Company.

          1.3.  Notwithstanding  anything  to the  contrary  contained  in  this
Agreement,  any and all decisions of a material  nature shall be reserved to the
Company  and/or  any  subsidiary  of the  Company  and its or  theirs  Board  of
Directors, such decisions including, but not limited to:

          (a)  Purchase  and/or  sale of a Vessel or other  asset of a  material
nature;

          (b) chartering in of tonnage for periods exceeding twelve months;

          (c)  employment  of  any  Vessel  for  periods  in  excess  of  twelve
consecutive months;

          (d)  entry  into  loans  and any and all  financial  undertakings  and
commitments connected therewith;

          (e) entry into and/or  termination  or amendments  of any  contractual
relationships; and

          (f) offerings whether public or private of securities or any nature.

          2. Term.
             -----

          The term of this  Agreement  shall commence on June 30, 2004 and shall
terminate  on June 30, 2014,  unless  earlier  terminated  pursuant to Section 6
hereof or unless extended by the parties following mutual agreement.

          3. Fees and Expenses.
            -------------------

          (a) In  consideration  for  Scandic's  providing  the  services to the
Company specified in this Agreement,  the Company shall pay Scandic a fee at the
annual rate of One Hundred Thousand United States Dollars (USD100,000) per annum
(the  "Fee") and cover  Scandic`s  reasonable  costs  incurred  to  perform  the
abovementioned  services  (the  "Costs").  The Fee  shall be paid  quarterly  in
advance,  on each  January 1, April 1, July 1 and  October 1. The Costs shall be
paid  monthly  in advance  through a monthly  cash call  procedure  to be agreed
between the parties.

          (b) Scandic shall not be liable to pay, and the Company shall promptly
reimburse to Scandic any expenses  advanced by Scandic on the Company's  behalf,
against presentation of proper  documentation,  such expenses to include (i) all
expenses,  including  attorneys'  fees and  expenses,  incurred on behalf of the
Company in connection  with (A) any claim or litigation  commenced by or against
the Company,  (B) any claim or investigation by any governmental,  regulatory or
self-regulatory authority involving the Company, (ii) all premiums for insurance
of any nature,  including  directors'  and  officers'  liability  insurance  and
general  liability  insurance,  (iii) all costs in connection  with the offer or
sale of any  securities,  (iv) brokerage  commissions  payable by the Company on
gross charter hire received in connection with the Charters, (v) directors' fees
and  meeting  expenses;  (vi)  third-party  public  relations  services;   (vii)
registrars'  fees';  (viii) audit fees;  (ix) legal fees and other  professional
fees and expenses;  (x) company franchise fees; and (xi) other expenses approved
by the Board of the Company.

          (c)  All  travel  expenses,  as  well as all  costs  for the  services
rendered by external  contractors/subcontractors  shall be invoiced  separately.
For the avoidance of doubt, any remuneration to the Technical Managers for their
technical services and to the Technical  Managers for their accounting  services
shall be paid  directly by the Company or relevant  Subsidiary  to the  relevant
Technical Manager.

          (d)  Expenses  covered  under (b) and (c) above may  alternatively  be
included in the monthly cash calls from Scandic to the Company  mentioned  under
(a) above..

          4. Relationship of the Parties.
             ----------------------------

          (a) The Company acknowledges that Scandic shall have no responsibility
hereunder,  direct or indirect, with regard to the formulation or implementation
of the business plans, policies, management or strategies (financial, tax, legal
or otherwise) of the Company,  all of which are solely the responsibility of the
Company.  The Company shall set corporate policy  independently  through its own
Board of Directors  and nothing  contained  herein shall be construed to relieve
the  directors  or  officers  of the  Company  from  the  performance  of  their
respective duties or to limit the exercise of their powers.

          (b) Without limiting the foregoing, Scandic shall have no liability to
the  Company  and  any  subsidiary  for  errors  of  judgment  or for any act or
omission,  negligent,  tortious or otherwise, unless such act or omission on the
part of Scandic constitutes negligence or willful misconduct.

          (c) The Company  hereby  agrees to defend,  indemnify and save Scandic
and its  affiliates  (other than the Company  and any  subsidiaries),  officers,
directors,  employees  and agents  harmless  from and  against any and all loss,
claim, damage, liability, cost or expense, including reasonable attorneys' fees,
incurred by Scandic or any such affiliates based upon a claim by or liability to
a  third  party  arising  out  of  the  operation  of  the  Company  and/or  any
subsidiary's  business,  unless due to the  negligence or willful  misconduct of
Scandic or such  affiliates.  The Company and/or any  subsidiary  shall have the
right,  upon notice to Scandic,  to undertake  the defense of Scandic by counsel
chosen by the Company in  connection  with any such claim or liability and shall
pay the fees and  disbursements of such counsel;  provided,  however,  that such
counsel is not reasonably objected to by Scandic.

          (d) In  all  activities  under  this  Agreement  Scandic  shall  be an
independent  contractor.  Nothing  in this  Agreement  shall be  deemed  to make
Scandic,  or any of its subsidiaries or employees,  the agent,  employee,  joint
venturer or partner of the Company  and/or any  subsidiary  or create in Scandic
the right or authority to incur any  obligation on behalf of the Company  and/or
any  subsidiary  or to  bind  the  Company  and/or  any  subsidiary  in any  way
whatsoever, except as may be expressly provided in this Agreement.

          (e) The  provisions  of Section 3(b) and this Section 4 shall  survive
any termination of this Agreement.

          5. Expiration of Charters.
             -----------------------

          (a) The charters for the Company's  original three Vessels will expire
in September/October 2004.

          (b) Scandic shall  attempt to recharter the original  three Vessels on
an  arms-length  basis  upon such  terms as  Scandic  in its  discretion,  deems
appropriate, subject to the Board's approval. Scandic shall receive a commission
equal to 1.25% of the gross freight earned on the  rechartering of the Vessel in
the spot market or from any time or other  period  charter  employment  for such
Vessels and any additional Vessels that the Company and/or any subsidiary of the
Company  may own,  acquire  or  control  from time to time,  including  any time
charter,  bareboat  charter,  voyage charter,  contract of affreightment or pool
participation.  In either such case, Scandic may utilize the services of brokers
and lawyers, and enter into such compensation arrangements with them, subject to
the relevant Board's approval, as Scandic shall deem appropriate.

          6. Termination.
             ------------

          The Company may terminate this Agreement as follows:

          (a) In the event that:

          (i) Scandic  commits any material breach of or omits to observe any of
the material  obligations  or  undertakings  expressed to be assumed by it under
this  Agreement  and,  such  breach or  omission,  if capable of remedy,  is not
remedied to the  satisfaction  of the Company within thirty (30) days' notice by
the Company of such material  breach or omission and requiring  action to remedy
the same; or

          (ii) any material consent,  authorization,  license or approval of, or
registration   with  or  declaration  to,   governmental  or  public  bodies  or
authorities or courts  required by Scandic to authorize,  or required by Scandic
in  connection  with,  the  execution,  delivery,  validity,  enforceability  of
admissibility in evidence of this Agreement or the performance by Scandic of its
obligations  under this Agreement which the Company  reasonably  considers to be
necessary or desirable in order to ensure that the  interests of the Company are
not prejudiced  and the ability of Scandic to perform is obligations  under this
Agreement is not materially  affected,  is modified in a manner  unacceptable to
the Company or is not granted or is revoked or  terminated or expires and is not
renewed or otherwise  ceases to be in full force and effect,  and, such problem,
if capable of remedy,  is not remedied to the satisfaction of the Company within
thirty (30) days' notice by the Company of such problem and requiring  action to
remedy the same; or

          (iii) Scandic takes any action or any legal proceedings are started or
other  steps  taken for (1)  Scandic  to be  adjudicated  or found  bankrupt  or
insolvent or a petition in bankruptcy to be filed either by or against  Scandic,
(2) the  winding-up  or  dissolution  of  Scandic  or (3) the  appointment  of a
liquidator, administrator,  examiner, trustee, sequestrator, receiver or similar
officer  of  Scandic  over the  whole or any part of its  undertakings,  assets,
rights or revenues,  or any similar event occurs or similar  proceeding is taken
with  respect to Scandic in any  jurisdiction  to which  Scandic is subject,  in
which event this Agreement shall be  automatically  terminated  without need for
notice on the part of the Company; or

          (iv) it becomes unlawful at any time for Scandic to perform all or any
of the material  covenants or its obligations  under this Agreement,  or for the
Company to exercise the rights vested in it under this Agreement.

          (b) Upon the effective date of termination pursuant to this Section 6,
Scandic shall  promptly  terminate  its service  hereunder as may be required in
order to minimize any interruption to the Company and any subsidiary's business.

          (c) Upon termination, Scandic shall, as promptly as possible, submit a
final  accounting of funds  received and disbursed  under this Agreement and any
undisbursed  funds of the Company and/or any subsidiary in Scandic's  possession
or control  will be promptly  paid by Scandic as directed by the Company  and/or
any subsidiary.

          (d) Upon  termination,  the Company and/or any subsidiary  shall cease
using a logo that  resembles the logo used by Scandic and its related  companies
in its business.

          7. Rights of Scandic and Restrictions on its Authority.
             ----------------------------------------------------

          7.1. Notwithstanding the other provisions of this Agreement:

          (a)  Scandic  may  act  upon  any   advice,   resolutions,   requests,
instructions, recommendations, direction or information obtained in writing from
the Company and/or any subsidiary or any banker,  accountant,  broker, lawyer or
other person acting as agent of or adviser to the Company  and/or any subsidiary
and Scandic shall incur no liability to the Company for anything done or omitted
or suffered in good faith in reliance upon such advice, instruction, resolution,
recommendation, direction or information made or given by the Company and/or any
subsidiary  or  its  agents  in the  absence  of  gross  negligence  or  willful
misconduct  by  Scandic or its  servants  and shall not be  responsible  for any
misconduct,  mistake,  oversight, error or judgment, neglect, default, omission,
forgetfulness  or want of prudence on the part of any such  banker,  accountant,
broker, lawyer, agent or adviser or other person as aforesaid;

          (b)  Scandic  shall  not be under  any  obligation  to  carry  out any
request, resolution,  instruction, direction or recommendation of the Company or
its agents if the performance thereof is or would be illegal or unlawful;

          (c)  Scandic  shall  incur no  liability  to the  Company  and/or  any
subsidiary  for  doing  or  failing  to do any act or  thing  which  it shall be
required to do or perform or forbear from doing or  performing  by reason of any
provision  of any present or future law or any  regulation  or  resolution  made
pursuant  thereto or any decision,  order or judgment of any court or any lawful
request,  announcement  or similar  action of any person or body  exercising  or
purporting  to exercise the  legitimate  authority of any  government  or of any
central or local  governmental  institution  in each case where above entity has
jurisdiction.

          7.2.  Nothing  herein shall affect the exercise of central  management
and control of the Company and any subsidiary by the Board and in particular but
without  prejudice to the  generality  of the  foregoing,  nothing  herein shall
derogate  from the powers and duties of the Board to manage and  administer  the
Company and any subsidiary and its (their) business.

          8. Notices.
             --------

          All notices,  consents and other communications hereunder or necessary
to exercise any rights granted hereunder, shall be in writing, either by prepaid
registered mail or telefax as follows:

          If to the Company:

          Canon's Court
          22 Victoria Street
          Hamilton HM 12
          Bermuda

          Attn.:  President

          Telefax no.:  47 (33) 42 15 45

          If to Scandic:

          Herbjorn Hansson
          Thor Dahls gt. 1-3
          P.O. Box 56
          3201 Sandefjord
          Norway

          Attn.:  Chief Executive Officer

          Telefax no.:  47 (33) 46 88 05

          9. Entire Agreement, etc.
             ----------------------

          This Agreement embodies the entire agreement and understanding between
the parties hereto relating to the management services to be provided by Scandic
to the Company and any subsidiary  and may not be amended,  waived or discharged
except  by  an  instrument  in  writing  executed  by  the  party  against  whom
enforcement  of  such  amendment,   waiver  or  discharge  is  sought.  Whenever
appropriate,  references  to "this  Agreement"  shall mean "this  Agreement,  as
amended from time to time".

          10. Miscellaneous.
              --------------

          This Agreement  shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York and the parties submit to
the  non-exclusive  jurisdiction of the federal courts located in the Borough of
Manhattan,  City of New York, or, if such courts do not have  jurisdiction,  the
state courts located in such Borough,  in connection  with any claim arising out
of this  Agreement.  This  Agreement  constitutes  the  sole  understanding  and
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersedes all prior agreements or understandings, written or oral, with respect
thereto.  The headings of this  Agreement  are for ease of reference  and do not
limit or otherwise  affect the meaning hereof.  All the terms of this Agreement,
whether so expressed or not,  shall be binding upon the parties hereto and their
respective  successor and assigns.  This  Agreement may be signed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

          During the term hereof,  Scandic will not provide  services  hereunder
through,  or  otherwise  cause the Company to have,  an office or fixed place of
business  in the United  States,  and shall take  reasonable  steps not to cause
income of the Company to be subject to tax in any taxing jurisdiction, including
the United States, United Kingdom, Bermuda and Norway.

          11. (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.  Scandic may subcontract  its duties  hereunder to any other party,
including  Technical  Managers  (which may be evidenced  in separate  agreements
between  such  Technical  Managers and the  Company)  approved by the  Company's
lenders if applicable loan documents so require;  provided,  however,  that such
parties execute any  subordinations  required by applicable loan documents,  and
further  provided  that the  Scandic  shall  remain  fully  responsible  for its
performance hereof.

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

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

          12. Counterparts.
              -------------

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

          IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Restated
Management Agreement as of the date first above written.


                                      NORDIC AMERICAN TANKER
                                        SHIPPING LIMITED


                                       By
                                           /s/ Herbjorn Hansson
                                               ------------------------------
                                           Name: Herbjorn Hansson
                                           Title: President and Chief
                                           Executive Officer

                                      SCANDIC AMERICAN SHIPPING LTD.


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

<PAGE>
                   AMENDMENT TO RESTATED MANAGEMENT AGREEMENT

          This Amendment to the Restated  Management  Agreement is made as of 12
day of October,  2004, by and between Nordic American Tanker Shipping Limited, a
Bermuda company (the "Company"),  and Scandic American  Shipping Ltd., a Bermuda
company ("Scandic").

                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS, the Company and Scandic are parties to a management agreement
restated as of June 30, 2004 (the "Restated Management Agreement"); and

          WHEREAS, the Restated Management Agreement provides,  inter alia, that
Scandic shall receive a commission equal to 1.25% of the gross freight earned on
chartering of the Company's  vessels,  as more fully set forth in Clause 5(b) of
the Restated Management Agreement;

          WHEREAS,  the Company and Scandic  have agreed to amend Clause 5(b) of
the  Restated  Management  Agreement  in order to delete the right of Scandic to
receive such commission,  and to provide in exchange therefor,  that the Company
shall issue to Scandic that number of common shares equal to 2% of the Company's
total outstanding common shares, subject to dilution protection and restrictions
on transferability.

          NOW, THEREFORE, the parties hereby agreed as follows:

          1. Clause 5(b) of the Restated Management  Agreement is hereby amended
to delete the following sentence:

               "Scandic shall attempt to recharter the original three Vessels on
               an   arms-length   basis  upon  such  terms  as  Scandic  in  its
               discretion,  deems appropriate,  subject to the Board's approval.
               Scandic  shall  receive a commission  equal to 1.25% of the gross
               freight  earned  on the  rechartering  of the  Vessel in the spot
               market or from any time or other period  charter  employment  for
               such Vessels and any  additional  Vessels that the Company and/or
               any  subsidiary  of the Company may own,  acquire or control from
               time to time,  including  any  time  charter,  bareboat  charter,
               voyage charter, contract of affreightment or pool participation."

          2. The  following is added as Clause 5(c) of the  Restated  Management
Agreement:

               "The Company shall issue to Scandic  194,132 common shares of the
               Company,  equivalent  to 2% of the  Company's  total  outstanding
               common shares as of the date hereof,  as promptly as  practicable
               thereafter,  in exchange  for a payment by Scandic to the Company
               of  $1,941.32.  In the event the Company  shall issue  additional
               common  shares  to any third  party or  parties  (a "Third  Party
               Issuance"),  the  Company  shall also  issue  that  number of the
               additional  common  shares to the Manager such that the number of
               shares  issued  to  the  Manager   pursuant  to  this  Management
               Agreement  shall  equal  2% of the  Company's  total  outstanding
               common   shares  after  taking  into  account  such  Third  Party
               Issuance.  The common  shares  issued to the Manager  pursuant to
               this Agreement may not be transferred for a period of three years
               from their date of issuance and shall not be registered  with the
               SEC.  The   certificates   for  such  common  shares  shall  bear
               appropriate restrictive legends to such effect."

          IN WITNESS  WHEREOF,  the undersigned  have executed this Amendment to
the Restated Management Agreement as of the date first above written.


                                       NORDIC AMERICAN TANKER
                                         SHIPPING LIMITED


                                       By
                                       /s/ Herbjorn Hansson
                                           ---------------------------
                                       Name: Herbjorn Hansson
                                       Title: President and Chief
                                       Executive Officer

                                       SCANDIC AMERICAN SHIPPING LTD.


                                       By
                                       /s/ Herbjorn Hansson
                                          -------------------------------
                                          Name: Herbjorn Hansson
                                          Title: Director
01318.0002 #583539