<PAGE>
                                                                   Exhibit 10.9

                                  TIME CHARTER

                                 GOVERNMENT FORM
                    Approved by the New York Produce Exchange
                November 6th, 1913 - Amended October 20th, 1921;
                       August 6th, 1931; October 3rd, 1946

THIS CHARTER PARTY, made and concluded in ___________________________ day of
_____________ 19 _____________ Between _________________________________________
__________________________________________________________________ Owners of the
good _________________ Steamship/Motorship _________________ of
________________________________________________________________________________
________________________________________________________________________________
knots on a consumption of about . tons of best Welsh coal - best grade fuel oil
- best grade Diesel oil, now TRADING and _______________________ Charterers of
the City of ____________________

     WITNESSETH, That the said Owners agree to let, and the said Charterers
agree to hire the said vessel, from the time of delivery, for about within below
mentioned trading limits. Charterers to have liberty to sublet the vessel for
all or any part of the time covered by this Charter, but Charterers remaining
responsible for the fulfillment of this Charter Party.

Vessel to be placed at the disposal of the Charterers, at ______________________
_______________________________________________________________________________.
Vessel on her delivery to be ready to receive cargo with clean-swept holds and
tight, staunch, strong and in every way fitted for the service, having water
ballast, CRANES and donkey boiler with sufficient steam power, or if not
equipped with donkey boiler, then other power sufficient to run all the CRANES
at one and the same time (and with full complement of officers, seamen,
engineers and firemen for a vessel of her tonnage), to be employed, in carrying
lawful merchandise, excluding (SEE CLAUSE 42) __________________________________
as the Charterers or their Agents shall direct, on the following conditions:

     1. That the Owners shall provide and pay for all provisions, wages and
consular shipping and discharging fees of the Crew; shall pay for the insurance
of the vessel, also for all the cabin, deck, engine-room and other necessary
stores, including boiler water and maintain her class and keep the vessel in a
thoroughly efficient state in bull, CARGO SPACES machinery and equipment WITH
ALL CERTIFICATE NECESSARY TO COMPLY WITH THE CURRENT REQUIREMENTS AT PORTS OF
CALL for and during the service.

     2. That the Charterers shall provide and pay for all the fuel except as
otherwise agreed, Port Charges, Agencies, Commission, CANAL DUES, RIVER TOLLS,
BOATAGES, TOWAGE, STEVEDORING, TALLYING, MUNICIPALITY AND COMPULSORY STATE
TAXES, COMPULSARY GARBAGE REMOVAL. Consular Charges (except those pertaining to
the Crew), and all other usual expenses except those before stated, but when the
vessel puts into a port for causes for which vessel is responsible, then all
such charges incurred shall be paid by the Owners. Fumigations ordered because
of illness of the crew to be for Owners account. Fumigations ordered because of
cargoes carried or ports visited while vessel is employed under this charter to
be for Charterers account.

     Charterers are to provide necessary dunnage and shifting boards, AND ANY
LASHING/SECURING MATERIALS, also any extra fittings requisite for a special
trade of unusual cargo, but Owners to allow them the use of any dunnage and
shifting boards AND ANY LASHING/SECURING MATERIALS, already abroad vessel.
Charterers to have the privilege of using shifting boards for damage, they
making good any damage thereto.

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     4. That the Charterers shall pay for the use and hire of the said Vessel at
the rate of USD16,000 DAILY INCLUDING OVERTIME PAYABLE 15 DAYS IN ADVANCE. FIRST
HIRE AND VALUE OF BANKERS TO BE PAID WITHIN 3 BANKING DAYS AFTER VESSELS
DELIVERY, commencing on and from the day of her delivery, as aforesaid, and at
and after the same rate for any part of DAY; hire to continue until the hour of
the day of her re-delivery in like good order and condition, ordinary wear and
tear expected, to the Owner (unless lost) ON DROPPING LAST OUTWARD SEA PILOT ONE
SAFE PORT SKAW - PASSERO RANGE INCLUDING UK/EIRE PORT IN CHARTERER'S OPTION,
ANYTIME DAY OR NIGHT, SUNDAYS AND HOLIDAYS INCLUDED OR DROPPING LAST OUTWARD SEA
PILOT ONE SAFE PORT SINGAPORE - JAPAN RANGE INCLUDING
MALAYSIA/INDONESIA/THAILAND/PHILLIPPINES/P.R. CHINA/SOUTH KOREA PORT IN
CHARTERERS OPTION, AT ANYTIME DAY OR NIGHT, SUNDAYS AND HOLIDAYS INCLUDED PORT
IN CHARTERER'S OPTION, ANYTIME DAY OR NIGHT, SUNDAYS AND HOLIDAYS INCLUDED OR
DROPPING LAST OUTWARD PORT IN CHARTERER'S OPTION, ANYTIME DAY OR NIGHT, SUNDAYS
AND HOLIDAYS INCLUDED unless otherwise mutually agreed. Charterers are to give
Owners not less than 30/15/7/3 days notice of vessels expected date of
re-delivery, and probable port AND NOT LESS THAN 6 DAYS OF REDELIVERY DATE AND
PORT. CHARTERERS TO KEEP OWNERS ADVISED OF THEIR INTENTIONS.

     5. Payment of said hire to be made in New York FOR IMMEDIATE TRANSFER TO
OWNERS' NOMINATED BANK, CHARTERERS PAYING THEIR OWN TRANSFERRING BANK'S TRANSFER
CHARGES in cash in United States Currency, 15 DAYS in advance, and for the last
half month or part of same the approximate amount of hire, and should same not
cover the actual time, hire is to be paid for the balance day by day, as it
becomes due, if so required by Owners, unless bank guarantee or deposit is made
by the Charterers, otherwise failing the punctual and regular payment of the
hire, or bank guarantee, or on any breach of this Charter Party, the Owners
shall be at liberty to withdraw the vessel from the service of the Charterers,
without prejudice to any claim they (the Owners) may otherwise have on the
Charterers. (SEE CLAUSE 34)

     Cash for vessel's ordinary disbursements at any port may be advanced as
required by the Captain, by the Charterers or their Agents, subject to 2 1/2%
commission and such advances shall be deducted from the hire. The Charterers,
however, shall in no way be responsible for the application of such advances.

     6. That the cargo or cargoes be laden and/or discharged in any SAFE dock or
at any SAFE wharf or SAFE place that Charterers or their Agents may direct,
provided the vessel can safely lie always afloat at any time of tide, except at
such places where it is customary for similar size vessels to safety lie
aground. BUT NOT ALWAYS AFLOAT BUT SAFE AGROUND AS PER CLAUSE 6 OF NYPE
BRAZIL/ARGENTINA TO APPLY. IF CHARTERERS WANT TO CALL OTHER NOT ALWAYS AFLOAT
BUT SAFELY AGROUND PLACE, OWNERS PRIOR APPROVAL IS NECESSARY IN ORDER TO PROTECT
VESSEL'S SAFETY WHICH SHALL NOT BE WITHHELD UNREASONABLY.

     7. That the whole reach of the Vessel's Hold, Decks, and usual places of
loading (not more than she can reasonably stow and carry), also accommodations
for Supercargo, if carried, shall be at the Charterers' disposal, reserving only
proper and sufficient space for Ship's officers, crew, tackle, apparel,
furniture, provisions, stores and fuel. NO PASSENGERS ALLOWED.

     8. That the Captain shall prosecute his voyages with the utmost despatch,
and shall render all customary assistance with ship's crew and boats. The
Captain (although appointed by the Owners), shall be under the orders and
directions of the Characters as regards employment and agency; and Characters
are to load, stow, trim, SECURE, LASH, UNLASH TALLY AND DISCHARGE the cargo
at their expenses under the supervision of the Captain, who IF REQUESTED TO DO
THE CHARTERERES is to sign Bills of lading for cargo as presented, in conformity
with Mate's AND/or Tally Clerk's receipts. (SEE CLAUSE 45)

     9. That if the Characters shall have reason to be dissatisfied with the
conduct of the Captain, Officers, or Engineers, the Owners shall on receiving
particulars of the complaint, investigate the same, and, if necessary, make a
change in the appointments.

     10. That the Charterers shall have permission to appoint a Supercargo, who
shall accompany the vessel and see the voyages are prosecuted with the utmost
despatch. He is to be furnished with free accommodation, and same fare as
provided for Captain's table, Charterers paying at the rate of USD15.00 per day.
ANY RISKS AND EXPENSES FOR SUPERCARGO SHALL BE BORNE BY CHARTERERS, Owners to
victual Pilots and Customs Officers, and also, when authorized by Charterers or
their Agents, to Victual Tally Clerks, Stevedore's Foreman, etc., Charterers
paying at the current rate per meal, for all such victualling.

     11. That the Charterers shall furnish the Captain from time to time with
all requisite instructions and sailing directions, in writing, and the Captain
shall keep a full and correct Log of the voyage or voyages, which are to be
patent to the Charterers or their Agents, and furnish the Charterers, their
Agents or Supercargo, when required, with a true copy of daily Logs, showing the
course of the vessel and distance run and the consumption of fuel.

     12. That the Captain shall use diligence in caring for the NATURAL
ventilation of the cargo.

     14. That if required by Charterers, time not be commence before 1ST
OCTOBER, 2004 and should vessel not have given written notice of readiness on or
before 9TH OCTOBER, 2004 Charterers or their Agents to have option of cancelling
this Charter at any time not later than the day of vessel's readiness.

     15.That in the event of the loss of time from deficiency AND/OR DEFAULT of
men or DEFICIENCY OF stores, fire, breakdown or damages to hull, machinery or
equipment, grounding, detention by average, accidents to ship or cargo,
drydocking for the purpose of examination or painting bottom, or by any other
cause preventing the full working of the vessel, the payment of hire shall cease
for the ACTUAL time thereby lost, and if upon the voyage the speed be reduced by
defect in or breakdown of any part of her hull, machinery or equipment, the
ACTUAL time so lost, and the cost of any extra fuel consumed in consequence
therof and all extra DIRECTLY RELATED AND PROVEN expenses be deducted from the
hire.

     16. That should the Vessel be lost, money paid in advance and not earned
(reckoning from the date of loss or being last heard of) shall be returned to
the Charterers at once. The act of God, enemies, fire, restrain of Princes,
Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery,
Boilers and Steam Navigation, and errors of Navigation throughout this Charter
Party, always mutually excepted. The vessel shall have the liberty to sail with
or without pilots, to tow and to be towed, to assist vessels in distress, and to
deviate for the

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purpose of saving life and property.

     17. That should any dispute arise between Owners and the Charterers, the
matter in dispute shall be referred to ARBITRATION IN LONDON BY TWO ARBITRATORS
IN ACCORDANCE WITH BIMCO STANDARD ARBITRATION CLAUSE REVISED 1994. THIS CHARTER
PARTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW.

     18. That the Owners shall have a lien upon all cargoes, and all
sub-freights AND/OR SUB HIRES for any amounts due under this Charter, including
General Average contributions, and the Charterers to have a lien on the Ship for
all monies paid in advance and not earned, and any overpaid fore or excess
deposit to be returned at once. Charterers will not suffer, nor permit to be
continued, any lien or encumbrance incurred by them or their agents, which might
have priority over the title and interest of the owners in the vessel.

     19. That all derelicts and salvage shall be for Owners' and Charterers'
equal benefit after deducting Owners' and Charterers' expenses and Crew's
proportion. General Average shall be adjusted stated and settled, according to
York-Antwerp Rules 1994 AND ANY SUBSEQUENT AMENDMENT THERETO as may be selected
by the OWNERS AND CHARTERERS BY MUTUAL AGREEMENT, OWNERS RESPECTING
SUB-CONTRACTS' STIPULATION AS LONG AS CONFINED TO LONDON OR NEW YORK IN OWNERS'
OPTION. In such adjustment disbursements in foreign currencies shall be
exchanged into United States money at the rate prevailing on the dates made and
allowances for damage to cargo claimed in foreign currency shall be converted at
the rate prevailing on the last day of discharge at the port or place of final
discharge of such damaged cargo from the ship. Average agreement or bond and
such additional security, as may be required by the carrier, must be furnished
before delivery of the goods. Such cash deposit as the carrier or his agents may
deem sufficient as additional security for the contribution of the goods and for
any salvage and special charges thereon, shall, if required, be made by the
goods, shippers, consignees or owners of the goods to the carrier before
delivery. Such deposit shall, at the option of the carrier, be payable in United
States money and be remitted to the adjuster. When so remitted the deposit shall
be held in a special account at the place of adjustment in the name of the
adjuster pending settlement of the General Average and refunds or credit
balances, if any, shall be paid in United States money.

     Provisions as to General Average in accordance with the above are to be
included in all bills of lading issued hereunder. HIRE NOT TO CONTRIBUTE TO
GENERAL AVERAGE.

     20. Fuel used by the vessel while off hire, and the cost of replacing same,
to be allowed by Owners. (SEE CLAUSE 80)

     22. Owners shall maintain the gear of the ship as fitted, providing gear
(for all CRANES) capable of handling lifts AS PER CLAUSE 50 also providing
ropes, falls, slings and blocks. Owners also to provide on the vessel LIGHT
night work, and vessel to give use of electric light. The Charterers to have the
use of any gear on board the vessel.

     23. Vessel to work night and day, if required by Charterers, and all CRANES
to be at Charterers' disposal during loading and discharging, shore CRANE DRIVER
to be paid by Charterers. In the event of a disabled CRANE or CRANES, or
insufficient power to operate winches, Owners to pay for shore engine, or
engines, in lieu thereof, if required, INCLUDING LABOUR STOOD OFF OR
ADDITIONALLY ENGAGED and pay any loss of time occasioned thereby. ONCE SHORE
GEAR IS EMPLOYED VESSEL TO RETURN ON HIRE PROPORTIONATELY.

     25. The vessel shall not be required to enter any ice-bound port, NOT TO
FORCE ICE OR FOLLOW ICE BREAKERS or any port where lights or light-ships have

<PAGE>

been or are about to be with drawn by reason of ice, or where there is risk
that in the ordinary course of things the vessel will not be able on account of
ice to safely enter the port or to get out after having completed loading or
discharging.

     26. Nothing herein stated is to be construed as a demise of the vessel
to the Time Charterers. The owners to remain responsible for the navigation of
the vessel, ACTS OF PILOT AND TAGBOATS, insurance, crew, and all other matters,
same as when trading for their own account.

     27. A commission of 1.25 per cent is payable by the Vessel and Owners to
NAVICO INTERNATIONAL PTE LTD, SINGAPORE on hire earned and paid under this
Charter, and also upon any continuation or extension of this Charter.

     28. An address commission of 2 1/2 per cent payable to CHARTERERS on the
hire earned and paid under this Charter. RIDER CLAUSE 29 TO 105, AS ATTACHED TO
BE CONSIDERED FULLY INCORPORATED IN THIS CHARTER PARTY.

FOR CHARTERERS                                          FOR OWNERS

This Charter Party is a computer generated copy of the NYPE (Revised 3rd
October, 1946) form printed under licence from the Association of Ship Bankers &
Agents (U.S.A), Inc. using software which is the copyright of Strategic Software
Limited.

It is a precise copy of the original document which can be modified, amended or
added to only by the striking out of original characters, or the insertion of
new characters, such characters being clearly highlighted by underlining or use
of colour or use of a larger font and marked as having been made by the licensee
or and user as appropriate and not by the author.

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 29 CHARTERERS' COLOURS

Charterers shall have the liberty to fly their own house flag and paint the
funnel with their own colours. Also if desired they have the liberty to paint
insignia on vessel's sides. Expenses and time in this connection including
changing back to Owners' colours prior redelivery to be for Charterers' account.

CLAUSE 30 DELIVERY NOTICE

Owners to give notice of delivery on fixing followed by 1 day(s) notice of
delivery to Charterers.

CLAUSE 31 VESSEL'S SUPERVISION

The Master shall supervise the stowage of the cargo thoroughly and let one of
his Officers supervise all loading, handling, stowage and discharge of the cargo
and he is to furnish Charterers with stowage plans and other documents as the
case may be.

CLAUSE 32 P+I INSURANCE

Charterers guarantee that the vessel is entered for full cover and shall remain
entered in a Protection and Indemnity Association for the duration of this
Charter Party.

CLAUSE 33 BLACKLIST

Owners warrant that the vessel has not traded on Cuba and Vietnam for the past 6
months. Owners further warrant that the vessel has not traded on Israel and that
she is not blacklisted by the Arab countries within the agreed trading limits
(See Clause 43).

CLAUSE 34 DELAY OF HIRE PAYMENT

To offset office or bankers' error when effecting hire payments, Owners to give
Charterers 48 hours written notice, excluding Sundays and holidays, before
exercising their rights under this contract for non-paid hire. Charterers may
deduct from the semi-monthly hire any amount disbursed for Owners' account and
supported by vouchers or necessary proof. Charterers may deduct from the last
payment of hire the value of bunkers estimated on board on redelivery and the
estimated expenses incurred by Charterers for Owners' account, for which
however, vouchers have not yet reached Charterers for submission to Owners.

CLAUSE 35 HIRE PAYMENT

Hire to be paid 15 days in advance together with bunkers on delivery to:-


                                  Page 1 of 22

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                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

Fast hire and value of bunkers on delivery to be paid within three (3) banking
days after vessel's delivery. Charterers are entitled to deduct from last hire
payment estimated Owners' disbursement but maximum USD1,000 per port, as well as
value of estimated quantity of bunkers on redelivery.

CLAUSE 36 DEVIATION AND PUT BACK

In the event of loss of time either in port or at sea, deviation from the course
of the voyage or putting back whilst on voyage caused by sickness of an accident
to or misconduct by Master/officers/crew or caused by stowaway or any person on
board vessel other than persons travelling by request of Charterers, or by
reason of the refusal of the Master or Officer(s) or crew to perform their
duties, or of an accident or breakdown to vessel or drydocking, the hire shall
be suspended from the time of inefficiency in port or at sea, deviation or
putting back until vessel is again efficient in the same position or in
equivalent position for the actual time thereby lost, whichever shorter distance
for a port where vessel is originally destined for and voyage resumed therefrom
and all directly related and proven expenses incurred including bunkers consumed
during such periods of suspension shall be for Owners' account.

For the purpose of annual repairs/overhaul work, Owners to give Charterers not
less than 45 days notice of their intention to take vessel out of service, but
Owners to respect Charterers' scheduled employment.

During any such off-hire time, Owners to keep Charterers frequently informed of
expected time for completion of repairs and re-entry into Time charter.

Off-hire time may in Charterers' discretion be added to period of hire.

CLAUSE 37

Deleted.

CLAUSE 38 TOWAGE/PILOTAGE

Owners authorise Charterers, as Agents of and on behalf of Owners and/or the
vessel, to arrange and contract for any towage, pilotage or the like service on
usual or customary terms and/or those terms offered or required by towing
companies employed where such services are furnished, including but not by way
of limitation, so-called pilotage clauses such as those making pilots and
tugboat captains and the like or others, servants of the assisted vessel and of
her Owners and Owners ratify any such contract made by Charterers. However,
Charterers to remain always responsible for the cost of services rendered by the
tugs and pilots.

CLAUSE 39 OIL POLLUTION

Owners to comply with any legislation and provide vessel with all required
certificates in regard to Water pollution risks. Without prejudice to anything
contained in this Charter, Owners undertake during the currency of this Charter
to comply with the requirements of U.s. Public Law 94-217 (Pollution) and any
revision hereof regarding financial responsibility or otherwise.


                                  Page 2 of 22

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                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

Should the vessel be delayed by reason of a breach of this Clause, no hire to be
paid in respect of any actual time lost thereby during the period the vessel is
unable to perform the service immediately required. Any hire paid in advance to
be adjusted accordingly. Should the vessel be delayed as aforesaid for period
continuing more than ninety (90) days, Charterers to have the option of
cancelling this Charter without prejudice to any claim for damages.

CLAUSE 40 EXTRA WORK

The following services are included in the hire and shall be rendered by the
Master, Officers and crew provided local and/or international regulations permit
same without Charterers paying any additionals:

a)   Raising and lowering of cranes and/or gangways in preparation for loading
     and discharging,

b)   Opening and closing of hatches in connection with loading and discharging,

c)   Closing and opening of hatches in the event of weather which may adversely
     affect condition of cargo carried on board during loading and discharging,

d)   Supervision for loading and discharging as far as same is concerned with
     the vessel's safety.

e)   Maintaining sufficient electric power on all cranes whilst loading and
     discharging.

f)   Shifting vessel during loading and discharging and shifting berth. However,
     if tugs, pilot services are required then cost of same to be for Charterers
     account.

g)   Docking and undocking in connection with loading/discharging cargo or
     bunkering.

h)   Necessary assistance in the vessel's bunkering operation.

i)   Officers and crew to shape up vessel's hatches and cranes, if any, as much
     as possible prior to arrival at loading and/or discharging places so as to
     immediately commence loading and/or discharging operations.

CLAUSE 41 WAR INSURANCE

Basic war risk insurance premium for worldwide trading to be for Owners' account
and additional premium for hull, machinery and crew trading to restricted area,
also crew war bonus, if any, to be for Charterers' account. The orders of war
risk underwriters always to be followed.


                                  Page 3 of 22

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                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 42 CARGO EXCLUSIONS

The vessel shall be employed in carrying lawful merchandise excluding all
IMO/IMDG classified cargoes under categories 1-8 and any goods of a dangerous,
injurious, flammable, self-combustible or corrosive nature.

All cargoes to be carried as per IMO/IMDG regulations and in accordance with the
requirements or recommendations of the competent authorities of the country of
the vessel's registry and of ports of shipment and discharge and of any
intermediate countries or ports through whose waters the vessel must pass.

Without any prejudice to the generality of the foregoing, in addition the
following are specifically excluded:-

Acids, alumina, ammonium nitrate, ammonium phosphate, ammonium sulphate,
ammunition, animal meal, arms, asbestos and it's products in any form, asphalt
and its products in drums or bulk, bank notes, bitumen, black powder, bombs,
bonds or other negotiable docs, bones or bone meal, borax, briquettes, bulk
sludge ore, bagged rice, bullion, calcium carbide, calcium hydrochloride,
calcium hypochloride, calcium oxychloride, camping caravans and trailers, canary
seeds, carbon black, cashew nuts, caustic soda, charcoal, clay, cocoa, coffee,
coke, concentrates, copra a/o its products, cotton and cotton waste, creosoted
goods, direct reduced iron/iron ore pellets, detonators, dischlorphenol, all
kinds of drugs, esparto grass, essential oils, explosives of any kind or nature
including blasting caps, detonators, tnt and dynamite, silicon manganese,
ferrosilicon, ferrochrome, fire arms and fire briquettes, fishmeal, fluorspar,
fuels, granites/granite blocks and other stone blocks, hot briquetted iron,
hides, jewellery, jute, kryptonite, livestock of any description, mahogany logs,
manioc a/o manioc pellets, mineral sands, motoroblocks/shavings and turnings,
motor spirits, motor vehicles, naptha, narcotics, niger seed, nitrates, nuclear
products/substances/fuels, oilcakes, oilseed cakes, oils, ore pellets, organic
peroxides, palm kernel, petroleum coke and all petroleum derivatives and
products, pitch, pollard pellets, pond coal, potassium chloride, poultry,
precious or rare metals and stones, prefabricated houses + mobile buildings,
quartz, quebrach bark and extract, quarry products, quicklime, radioactive
materials/substances/products/waste, radio isotopes, rags, railway wagons,
rapeseed, refrigerated cargo, resin, saltpetre, scrap of any kind, seedcakes,
skins and furs, silica sand, soda ash, sodium sulphate, sponge iron and
briquettes, sulphur, sunflower seed expellers and cakes, sunflower seeds, tar
and any of its products, titanium slag, toxic substances or goods, turpentine,
vermiculite, war material of any kind, wastes, wet hides, wheatflour, zinc
ashes, zircon.


                                  Page 4 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

Without any prejudice to the generality of the foregoing, Owners has accepted
the following cargoes to be carried during the currency of this charter party:

cement in bulk (have 2 options during the currency of this cp and same not to be
last cargo prior redelivery)
cement clinker
limestone
timber
plywood
petcoke
salt
slag
gypsum (not to be last cargo prior redelivery)
sulphur (have 2 options during the currency of this cp and same not to be last
cargo prior redelivery)

(a) Petroleum coke mentioned herein is only limited to the type of non-
hazardous/non-dangerous green delayed type and/or calcined type.

(b) If Charterers exercised such option, Charterers undertake to use holds as
less as possible, provided vessels stability trim and stress permit.

(c) Such cargo to be loaded/stowed/trimmed/discharged strictly according to
latest IMO and/or any other latest regulations/rules applicable to such cargo.

(d) Should any additional/special wash down of holds before loading be
reasonable recommended/proposal/required by Master, Charterers undertake to
arrange the same at their time/expense.

(e) After discharge, Charterers to arrange at their expense/time of any
additional/special wash down of holds carrying such cargo by chemical as master
reasonably considers it necessary.

(f) It is understood that, if required by Charterers, cleaning of holds to be
done by crew against Charterers paying USD500 per hold except intermediate hold
cleaning bonus excluding cost of chemicals/materials required.

(h) Any chemicals used to be subject to Owners/Master's approval.

(i) After discharging of petcoke vessel to be cleaned/reinstated for grain
loading no matter what cargo will follow the petcoke.

In case plywood and/or timber are carried to/from U.S. ports then Charterers at
their time, risk, expense and responsibility to install CO2 system in accordance
with U.S. requirements.


                                  Page 5 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

In case last cargo prior to redelivery is petcoke, then Charterers to pay
USD8,000 total lumpsum ilohc

(a) Perform necessary protective lime coating for each sulphur loading operation
as well as complete washdown with fresh water, cleaning and removal of lime
coating for next cargo at Charterer's time, risk and expense.

(b) Charterers to indemnify Owners and the vessel from any claims which may
arise on the cargo on the next loaded voyage on account of sulphur having been
carried on the previous voyage.

(c) Completely was down with fresh water and/or other materials necessary to
clean the hold(s) to master's satisfaction and bring the conditions of the holds
to same condition as at the time of delivery under this charter party.

(d) Master/crew to perform lime washing at USD250 per hold. Master/crew to
perform lime removal at USD250 per hold. In the case of sulphur loading only
Charterers to pay crew bonus of USD5,000 for intermediate hold cleaning.

CLAUSE 43 TRADE EXCLUSIONS

Vessel not to trade to any war or warlike/unsafe or dangerous zones in
particular where underwriters declare additional premium, any zones/areas banned
by the United Nations and all countries/areas which may from time to time be
excluded by the authority of the vessel's flag. Also not to trade to any
countries under the Hamburg rules as well as to any ice-restricted areas. Not
limiting the above, vessel specifically not to trade to Cuba, Haiti, Nicaragua,
Guatemala, Amazon River, Great Lakes, Iceland, Norway, Sweden, Finland, Denmark,
Algeria, Libya including Gulf of Sirde/Sirte, Bosnia-Herzergovina, Albania,
Turkey, T.O. Cyprus, Israel, Syria, Egypt, Lebanon, Georgia, Abkharzia, Sea of
Azof during the ice season, Kampuchea, Sierra Leone, Liberia, Nigeria, Senegal,
Guinea Bissau, Democratic Republic of Congo, Angola (including Cabinda), Iraq,
Somalia, Sudan, Republic of Yemen, Ethiopia, Eritrea, Laos, North Korea, Papua
New Guinea Australia, New Zealand, Tasmania, Canada, Alaska. Vessel not to
trade directly between Chinese and Taiwanese ports.

Without any prejudice to the generality of the foregoing, Owners has accepted
the following areas to be traded during the currency of this charter party:

(All Persian Gulf port(s) including Iran/Kuwait/Qatar/Uae/Sultanate of
Oman/Saudi Arabia (additional premium for charterers account))

Mauritius
Sri Lanka
Pakistan
Cambodia
Red Sea

(whilst Red Sea is allowed for trading it is understood that the countries in
the Red Sea specifically excluded from trading are Ethiopia, Eritrea and Yemen)


                                  Page 6 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CIS Pacific:

Trading excluding CIS Pacific from the 15th of June till the 15th of October
every year but it is explicitly understood that Charterers will, at their time,
expense and responsibility, ensure that the vessel is not infected by Asian
Gypsy Moth and relevant certificates are obtained accordingly.

"Vessel will not be ordered to load cargoes with stowage factor less than 35
cubic feet/ton in Brazil, only"

CLAUSE 44 BALLAST AND ELIGIBILITY OF BUNKERS

Owners confirm that the vessel is always safe in ballast without any solid
ballast being required. Owners further warrant that the vessel is eligible for
bunkers in areas within the agreed trading limits.

CLAUSE 45 SIGNING OF BILLS OF LADING

Charterers and/or their Agents are hereby authorised by Owners to sign on
Master's and/or Owner's behalf Charterers' Bills of Lading as presented in
accordance with Mate's and/or Tally Clerk's receipts without prejudice to this
Charter Party, but Charterers to be responsible for all consequences that might
result by Charterers and/or their Agents signing Bills of Lading not adhering to
the remarks in Mate's or Tally Clerk's receipts.

'No liner/through bills of loading are to be used during the currency of this
charter party.'

Charterers and/or their agent may alternatively issue and sign non-negotiable
sea waybill in lieu of bill of lading which complies with Hague rules and
Hague-Visby rules and always in strict conformity with mates' receipts. Any sea
waybill shall also incorporate the charter party including arbitration
London/English law clause. In case sea waybill is used the cargo to be
discharged per Charterers instructions but Charterers will issue a letter of
indemnity in accordance with Owners P&I club wording. Charterers will take full
responsibility to deliver the cargo to the right party to whom the delivery
should be made. All sea waybills shall be without prejudice to this charter
party and the Charterers shall indemnify the Owners against all consequences or
liabilities which may arise from any inconsistency between this charter party
and any sea waybills signed by the Charterers or by their agents or by the
master at their request.

CLAUSE 46 VACCINATION

If any special vaccination against yellow fever or other diseases is required by
the port authorities or regulations, the Officers and crew to be vaccinated at
Owners' expense and corresponding certificate to be kept on board the vessel.


                                  Page 7 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 47 BUNKER QUALITIES AND BUNKERS ON DELIVERY/REDELIVERY

Charterers undertake to supply vessel with IFO 180 CST to the standard BSMA 1989
RMG 35 + Appendix B and Marine Diesel Oil BS DMC or better.

Bunkers on delivery: about 480/510 MTS IFO and about 110/140 MTS MDO Bunkers on
redelivery: about same as bunkers on delivery Prices both ends: USD250.00 per MT
for IFO and USD425.00 per MT for MDO

At prices above mentioned, Charterers shall purchase the fuel on board at
delivery and Owners shall purchase the fuel on board at redelivery.

CLAUSE 48 IN LIEU OF HOLD CLEANING

Charterers have the option of paying Owners lumpsum USD4,500 in lieu of cleaning
holds on vessel's redelivery. Including disposal/removal of dunnage/lashing
materials/debris. However in case of U.S. redelivery then dunnage to be
offlanded in Charterers time/risk and expenses. All dunnage used to be
accompanied with fumigation certificates.

Cables, victualling, entertainment: USD 1,200 per month pro rata.

CLAUSE 49 STEVEDORE DAMAGE

Any damage caused by stevedores during the currency of this charter party shall
be reported by the master to the Charterers or their Agents, in writing, within
24 hours of the occurrence or as soon as Possible thereafter but latest when
damage could have been discovered by the exercise of due diligence. The master
shall use his best efforts to obtain written acknowledgement by responsible
parties causing damage unless damage should have been made good in the meantime.

Stevedore damage affecting seaworthiness or the proper working of the vessel
and/or her equipment, shall be repaired without delay to the Vessel after each
occurrence in the Charterers' time and shall be paid for by the Charterers.
Other repairs shall be done at the same time, but if provided this does not
interfere with the Owners' repair work, or by vessel's crew at the Owners'
convenience. All costs of such repairs shall be for the Charterers' account.
Any time spent in repairing stevedore damage which can not be repaired during
Owners drydock period shall be for the Charterers' account. The Charterers shall
pay for stevedore damage whether or not payment has been made by stevedores to
the Charterers.

CLAUSE 50 VESSEL'S DESCRIPTION


                                  Page 8 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 51 ARREST

Should the vessel be arrested during the currency of this charter at the suit of
any person having or purporting to have a claim against or any interest in the
vessel, hire under this charter shall not be payable in respect of actually lost
to Charterers whilst the vessel remains under arrest or remains unemployed as
the result of such arrest and Owners shall reimburse to Charterers any
expenditure which they may incur under this charter in respect of any period
during which by virtue of the operation of this clause, no hire is payable.

This clause is inoperable should the arrest be caused by any act or omission of
Charterers or their Agents or concerned parties at Charterers' side and vessel
shall remain fully on hire.

CLAUSE 52 CAPTURE

No hire shall be payable for delay caused by the vessel being captured, seized
or detained in any other way whatsoever by any person, party, organisation or
government in pursuance in or consequence of any interest in or claim or
complaint against or dispute with the vessel or her Owners or the government of
the nation under whose flag the vessel sails.

Further Owners shall indemnify Charterers against any actual loss, damage,
directly related and proven expense, Charterers may suffer or incur by reason of
such delay, even if the delay frustrates this Charter Party.

CLAUSE 53 ON/OFF-HIRE SURVEY

On-hire bunker and condition survey will be arranged at first loading port by
Charterers.

Off-hire bunker and condition survey will be arranged at last discharging port
by Charterers in both cases an independent reputable surveying company and cost
of survey to be advised to Owners for their approval which not be unreasonably
withheld and actual cost for the surveys to be equally shared (50/50) between
Owners and Charterers.


                                  Page 9 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 54 CHARTERERS' AGENTS

Whilst on the period of charter, Charterers agree that Owners be able to use
Charterers' Agents for usual Owners' matters such as crew's medical treatment,
shore pass, despatch and/or delivering mails and/or telegrams, ordering of small
repair and/or purchase of ship's supply with paying actual costs including
agency fee, if any, however, as to major Owners' matters such as crew's
repatriation, hospitalisation, ship's accident and drydocking, etc.,

Owners shall appoint their own Agents to attend such matters. In case Owners
unable to arrange same. Charterers agree to have their Agents attend to such
matters with Owners paying Charterers' Agents actual expenses and agency fee
according to Charterers' tariff rate. Owners have no option to use Charterers'
Agents at West African port(s).

CLAUSE 55 BREAKDOWN OF WINCH/CRANE

In the event of a breakdown of a winch or winches, crane or cranes by reason of
disablement or insufficient power, the hire to be reduced pro rata for the
period of such inefficiency in relation to the number of hatches available and
all additional directly related and proven expenses incurred due to same to be
for Owners' account as per Clause 23.

CLAUSE 56 VESSEL'S SCHEDULE/AGENTS

Charterers to keep Owners informed during Charter Party period as regards
itinerary of the vessel, name of Agents and kind of cargoes at ports of call.

CLAUSE 57 MAJOR WAR

In the event of the outbreak of major war between any two or more of the
following countries: United States of America, former Union of Soviet Socialist
Republics, United Kingdom, China, Greece, Turkey and Japan which seriously and
directly prevent Charterers' or Owners' ability to perform its obligation under
this charter, both Owners and Charterers have the option of cancelling this
charter. If the charter shall be cancelled by above reason, the vessel shall be
redelivered to Owners as soon as practicable with all redelivery provisions of
this Charter Party.

CLAUSE 58 ADDITIONAL CLAUSES

New Jason Clause, Bath-to-Blame Collision Clause, Conwartime 1993, General
Clause Paramount as attached and Hague Rules 1924, USA/Canadian Clause
Paramount, Bimco Hamburg Rules Clause, Bimco P&I Bunker Deviation Clause or any
other similar enactments in the country of shipment giving effect to Hague Rules
1924 shall be deemed to be incorporated in this Charter Party and Bills of
Lading issued hereunder.


                                  Page 10 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 59 CARGO CLAIMS

Liabilities for cargo claims shall be borne by Owners and Timecharterers in
accordance with the Inter Club New York Produce Exchange Agreement (as amended
May 1984). The party handling the claim will keep the other party closely
advised of developments during settlement negotiations and having paid the claim
shall submit to the other party supporting documents as soon as possible.

CLAUSE 60 RETURN PREMIUM

Charterers shall have the benefit of any return insurance premium receivable by
Owners from their Underwriters, as and when received from Underwriters, by
reason of vessel being in port for a minimum period of 30 days if on full hire
for this period or pro rata for the time actually on hire.

CLAUSE 61

Charterers confirm will take delivery of vessel on dropping last ooutward sea
pilot Xingang on her readiness (etr o/a 12 Oct agw/wp/uce/wog) even if the final
detail of this period charter party is not agreed prior to her delivery in the
mutual understanding that every mutual effort will be made by all parties
involved to find amicable solutions to all charter party terms/details.

CLAUSE 62 WEATHER ROUTING

Charterers may supply 'Ocean Routes' or 'Fleetweather' advice to Master during
voyages specified by Charterers. The Master to comply with the reporting
procedure of the routing service, but it is understood that final routing is
always at Master's discretion. The vessel shall be capable at all times during
the currency of this Charter Party, of steaming as per specifications in Clause
50. For the purpose of this Charter Party, 'good weather conditions' are to be
defined as weather conditions in wind speeds not exceeding Beaufort Force 4 and
Douglas Sea State 3. Evidence of wind and sea conditions to be taken from
vessel's log and weather SVC Reports. In case of discrepancy between the two,
the Weather Routing SVC Report to be final and binding as far as the weather is
concerned.

CLAUSE 63 LIGHTENING/TOPPING OFF

Charterers have the right to consign the vessel to safe places or anchorages
where lightening or topping off customarily takes place and Owners agree that
the vessel shall engage in lightening or topping off operations at the places or
anchorages referred to. Fendering of the vessel to be in accordance with
Master's requirements and to be supplied and paid for by Charterers. However,
any fendering equipment onboard to be at the disposal of Charterers, free of
account. If tug assistance and pilotage is considered necessary then cost for
same to be for Charterers' account. In case master consider it at any time
unsafe shall have the right to order lightening vessel/barges engaged to leave
immediately from the ships side. Bimco double banking clause to apply.


                                  Page 11 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 64 WATCHMEN

Compulsory watchmen to be for Charterers' account, additional watchmen if
ordered by the ship's command, to be for Owners' account. Also
watchmen/policemen for cargo vigilance if same required by local/port
authorities then same to be for Charterers' account.

CLAUSE 65 CANAL CERTIFICATES

Throughout the period of this Charter Party, vessel to have on board a current
valid Suez Canal and Panama Canal Certificate and vessel and her
fittings/equipment to comply with all applicable requirements/regulations of
the Canal Authorities. Any actual delays and extra directly related and proven
expenses incurred in transit of Canal through vessel's lack of proper
certificate/fittings to be for Owners' account.

CLAUSE 66 DERATISATION CERTIFICATE

Vessel to have valid deratisation exception certificate and/or equivalent
fumigation exception certificates on board at time of delivery, the validity of
which is to be maintained by Owners in their time and at their expense during
the currency of this Charter Party.

CLAUSE 67 STEVEDORE ACCOMMODATION AND EQUIPMENT

Charterers to have the right of placing stevedores on deck together with their
cooking utensils if required and vessel to supply them daily with their
requirements of fresh water for washing, cooking and drinking purposes. Cost of
any water additionally supplied in order to satisfy stevedores' requirements to
be for Charterers' account. Charterers also to have the right, if required, to
put on board vacuvators and/or oil for operating same and mechanical operators
and to have the right to transport same between shore and vessel or vice versa
whenever required, provided always in Charterers' time and at Charterers'
expense and responsibility.

CLAUSE 68 BOYCOTT

In the event of loss of actual time due to strike, lockouts, labour stoppages or
boycott of the vessel by shore labour or arising from government restrictions by
reason of vessel's flag or other terms and conditions under which the Master
and/or officers and/or crew are employed or by reason of vessel's present
ownership or of previous or present trading of any other vessel under the same
ownership, operation, management or control, payment of hire shall cease for the
time thereby lost and Owners to pay losses occasioned thereby.

CLAUSE 69 FINES

Any fines imposed on the vessel, Owners, Master, Officers or members of the crew
or on Charterers originating from Master, Officers or crew contravening local
port and/or customs regulations, particularly as regards smuggling, to be for
Owners' account and Charterers are not to be responsible for any consequences
resulting from such offence.


                                  Page 12 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

Any actual time lost due to above circumstances to be for Owners' account and to
be deducted from hire. Any fines imposed on the vessel and/or its crew as a
result of the actions of Charterers' servants, including but not limited to the
supercargo, Agents and stevedores to be for Charterers' account and vessel to
remain on hire.

CLAUSE 70

Deleted.

CLAUSE 71 DRUG AND ALCOHOL ABUSE

Charterers expect that Owners have put in place guidelines concerning drug and
alcohol abuse and applicable to the vessel nominated as performing vessel under
this Charter Party.

These guidelines shall have the object that no seafarer will navigate a vessel
or operate its on-board equipment whilst impaired by the use of drugs or alcohol
and that no seafarer will have the possession of or the opportunity to sell,
distribute or transport illicit or non-prescribed drugs aboard the vessel
performing under this Charter Party.

Further Charterers expect that Owners shall exercise due diligence throughout
the period of the Charter Party to ensure that such guidelines are complied
with onboard the vessel performing under this Charter Party.

CLAUSE 72 CARGO GEAR COMPLIANCE

Vessel's cargo gear and all other equipment shall comply with the regulations
of the countries in which the vessel will be employed and Owners are to ensure
that vessel is at all times in possession of valid and up to date certificates
required to comply with such regulations.

All Owner's/master's obligation as stated above will apply provided Charterers
inform Owners/master latest four (4) working days sailing last discharge port
their intentions about port(s) of call and intended cargoes enabling Owners
having time to arrange any special required certificate(s) and/or vaccinations,
failing which Charterers to be responsible for any vessel's delay, extra
expenses and/or fines imposed to the vessel/owners and vessel to remain fully
on hire.

If stevedores, longshoremen or other workmen are not permitted or refuse to work
due to failure of Master and/or Owners and/or Owners' Agents to comply with the
aforementioned regulations or because vessel is not in possession of such valid
and up-to-date Certificates of Efficiency, then Charterers may suspend hire for
the actual time thereby lost and Owners to pay all directly related and proven
expenses incurred incidental to and resulting from such failure.


                                  Page 13 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 73 CHARTERER'S EQUIPMENT

The Master to keep a record of all Charterer's gear, equipment, dunnage and/or
stores supplied to the vessel and to maintain same in good condition. Such gear,
equipment, dunnage and/or stores to be returned to Charterers prior to
redelivery of vessel to Owners, or if requested by Charterers at any time during
the period of the Charter in like good order and condition as supplied (fair
wear and tear excepted). Owners to make good any shortage and/or damage
unaccounted for.

CLAUSE 74 HOLD CLEANING

Upon completion of discharge of each cargo, if required by Charterers and
provided same not prevented by shore regulations, crew shall render customary
assistance in cleaning all cargo compartments in preparation for next cargo.
Such cleaning work shall be performed while vessel is en route to next loadport,
provided that this can be safely done and that duration of such voyage is
sufficient and weather permits. Crew will effect cleaning as best possible but
without guarantee that the cargo holds will be accepted on arrival at loading
port and Owners shall not be responsible for any consequence arising from the
fact that crew have been employed in cleaning. Charterers to pay USD500 per hold
per operation cleaning bonus. Fresh water required for leaning vessel's holds
always for Charterers' account.

Time used for such cleaning to count as time on hire.

Master/vessel/Owners are not to be held responsible should vessel fail to pass
hold condition inspection/survey due to intermediate cleaning and no loss of
hire to accrue.

Should a failure to pass inspection however be caused by bad condition of
holds/coamings/hatches due to rust scale or by lacking or flaking paint, vessel
to be considered off-hire, but except the case that such rust scale and/or lack
or flaking paint were caused by last cargo operation/handling after which the
passage, time and weather conditions between discharging and loading ports not
allow for the crew to properly attend to the removal of such rust scale and/or
flaking paint and all expenses incurred until vessel is again in an acceptable
condition to be for Owners' account.

CLAUSE 75 FINANCIAL RESPONSIBILITY

Vessel shall at all times have a valid Certificate of Financial Responsibility
under U.S. Government Regulations enabling her to use the navigable waters of
the United States of America. Owners also undertake to comply with any law or
regulation in force at any place to which the vessel may be ordered concerning
oil pollution or other pollutants.

CLAUSE 76 P&I CLUB

Owners to maintain full P&I entry during the Charter Party period and Charterers
to have the benefit thereof as far as rules permit.


                                  Page 14 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 77 LAY-UP

Charterers to have the right to order the laying up of the vessel at any time
and for any period of time at a safe berth and in the event of such lay-up
Owners shall promptly take steps to effect all the savings in operating costs
including insurance which may be possible and give prompt credit to Charterers
in respect of all such savings. At the request of Charterers at any time, Owners
shall furnish an estimate of the savings which would be possible in the event of
a laying-up of the vessel for long periods only. Should Charterers decide that
for reasons of economy, Officers and crew should be paid off, without affecting
the ship's safety as per safe manning certificate then the cost of repatriation
and later cost of rejoining, including laying-up preparation and re-activation
cost and any expenses related thereto are to be for Charterers' account.
Charterers to give sufficient notice of their intention in this respect to
enable Owners to make necessary arrangements for de-commissioning and
re-commissioning. Lay-up site to be mutually agreed. It is understood that
Charterers will remain fully responsible for the vessel's bottom cleaning in
order to reinstate vessel's speed will be for Charterers account.

CLAUSE 78 CERTIFICATES

The vessel to have on board all certificates (including Tonnage and Measurement
Certificate pertaining to the vessel) necessary to comply with current
requirements at ports of call and canals for and during the service and to
comply with all governmental regulations of the country of vessel's flag,
failing which Owners are responsible for all actual time lost and directly
related and proven expenses incurred thereby.

CLAUSE 79 ARBITRATION, SMALL AMOUNTS

If the amount in dispute does not exceed the amount of USD80,000 exclusive of
any interest on the amount claimed, cost of the arbitration and legal expenses,
if any, Owners and Charterers agree that the matte should be heard under the
Small Claims Procedure 1989 Terms in accordance with L.M.A.A. Rules. English law
to apply.

CLAUSE 80 DRYDOCKING

In case required for painting of hull, vessel to be released for drydocking at a
mutually acceptable time and place. No other drydocking except in case of
emergency.

CLAUSE 81

In the case of any dispute between Charterers and Owners with regards to the
responsibility for port authority related charges, BIMCO opinion to be taken as
ruling.


                                  Page 15 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 82 FOULING CLAUSE

If the vessel is anchored or berthed at or off a port and becomes subject to
fouling as result of Charterers' trading of the vessel, Charterers shall not
claim against the Owners for speed deficiency and or increase of bunker
consumption as a result hereof from the time of fouling occur and until such
time when it will be possible for the Owners to arrange cleaning of the
underwater parts of the vessel. Such cleaning to be arranged by the Owners in
Charterers time and at Charterers expense at a convenient place to be mutually
agreed. But underwater survey (under mutual agreement) shall be followed by
underwater cleaning.

CLAUSE 83

Owners confirm that vessel's hatchcovers are to be watertight all through this
Charter period and if any hatchcover is found defective, same to be rectified at
Owners' time and expense to independent surveyors satisfaction.

CLAUSE 84

On arrival at load port, vessel's holds on delivery to be clean swept/ washed
down by freshwater and dried up so as to receive Charterers' intended cargoes in
all respects free of salt, rust scale and previous cargo residues to the
satisfaction of USDA/NCB or independent surveyors. If the vessel fails then the
vessel to be placed off-hire from the failure of inspection until the vessel is
fully accepted for the actual time thereby lost and any extra directly related
and proven expense incurred due to inspection failure to be for Owners' account.

CLAUSE 85

Owners confirm that vessel is not blacklisted in ports of call.

CLAUSE 86

Charterers undertake to do their best for original Bills of Lading to be
available at the discharge port. Should, despite Charterers efforts, original
bills of lading are not able to arrive at the discharge port on time,
Owners/master, at the Charterers request will allow discharge of the cargo
against Charterers letter of indemnity in accordance with Owners P&I Club
wording and Charterers written instructions to the master as to whom he should
deliver the cargo to.

Original L.O.I. to be express couriered to Owners immediately upon Owners
approval of wording of faxed copy and original bills of lading to be returned to
Owners immediately when same are available.

CLAUSE 87

For the purpose of computing hire payments, time of delivery/redelivery to be
adjusted to GMT.

CLAUSE 88

All negotiations and eventual fixture to be kept private and confidential.


                                  Page 16 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 89

Vessel to be left in safe seaworthy trim for shifting between
ports/berths/anchorages to master's satisfaction.

CLAUSE 90 U.S. SECURITY CLAUSE FOR TIME CHARTERING

If the vessel calls in the United States, including any U.S. territory, the
following provisions shall apply with respect to any applicable security
regulations or measures notwithstanding anything else contained in this charter
party all costs or expenses arising out of or related to security regulations or
measures required by any U.S. authority including, but not limited to, security
guards, launch services, tug escorts, port security fees or taxes and
inspections, shall be for the Charterers' account, unless such costs or expenses
result solely from the Owners' negligence.

CLAUSE 91

Vessel to trade worldwide with generals and lawful harmless bulk cargoes,
Charterers have the option to perform voyages via Panama or Magellan or Cape
Horn.

CLAUSE 92

In the event of vessel loading steel slabs, Charterers have the right to load in
the customary manner at load port, be it vertical blocks stow or otherwise, and
loading always to be in conformity with vessel's tanktop strengths as mentioned
in description clause, always at master's discretion as regards to
lashing/securing however California block stow is not allowed.

CLAUSE 93

Owners confirm vessel is single deck self-trimming bulk carrier/bridge and eng
room aft.

CLAUSE 94

Owners confirm vessel tanktop is flat and suitable for grab discharge as far as
a vessel of her type can be and vessel is single deck self trimming bulk
carrier.

CLAUSE 95

No centreline beams, bulkheads or obstruction in holds.

CLAUSE 96

Owners confirm vessel is not black listed by trading countries due to vessel's
flag/ownership/operators/age and whatsoever.

CLAUSE 97

Owners confirm that vessel has no relation to Ex-Yugoslavia in vessel's
flag/ownership/crew etc.


                                  Page 17 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 98 BAGGED CARGOES TO WEST AFRICA CLAUSE

All cargo operations, whether carried out by the crew or third party contractors
or the Charterers' agents or employees, are carried out free of risk and expense
to the Owners or carrier and at the sole responsibility of the Charterers,
Shipper or Receiver. Vessel not to be liable for number of bags as stated on
the bills of lading and for cargo shortage/damage/pilferage unless due to marine
accident. Vessel or her P&I Club not to be liable to post any security to free
vessel to sail as a result of above claims and Charterers to be responsible to
satisfy any claimants demand for security to release vessel. Vessel to remain
fully on-hire.

CLAUSE 99

Owners/master to authorise Charterers or their agents to sign/release original
bills of lading if required by Charterers always in strict accordance with mates
receipt.

CLAUSE 100

Deleted.

CLAUSE 101

Charterers option to weld padeyes on deck/hatch cover/in holds at Charterers
time/expenses but at master's discretion and same to be removed prior to
redelivery otherwise Charterers option to redelivery vessel without removal
padeyes by paying USD10 per each padeye.

CLAUSE 102 ASIAN GYPSY MOTH CLAUSE

Owners confirm delivery vessel meets all agriculture Canada plant protection
divison and USDA protection and quarantine office regulations. Furthermore,
Owners confirm vessel is free of Asian gypsy moth eggs or larvae or any form of
Asian gypsy moth life. Should vessel be found to have the same, vessel to be
placed off-hire until vessel is cleared by Canadian/US authorities. Likewise,
Charterers guarantee that the vessel will be redelivered in the same condition.

CLAUSE 103 BIMCO ISM CLAUSE

From the date of coming into force of the international safety management (ISM)
code in relation to the vessel and thereafter during the currency of this
charter party, the Owners shall procure that both the vessel and the company (as
defined by ISM code) shall comply with the requirement of ISM code. Upon request
the Owners shall provide a copy of the relevant document of compliance (DOC) and
safety management certificate (SMC) to the charters. Except as otherwise
provided in this charter party, loss, damage, expense or delay caused by failure
on the part of the Owners or "the Company" to comply with the ISM code shall be
for the Owners' account.


                                  Page 18 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

CLAUSE 104 Y2K CLAUSE

"Year 2000 confirmity" shall mean that neither performance nor functionality of
computer systems, electronic and electromechanical or similar equipment will be
affected by dates prior to or during the year 2000. Without prejudice to their
other rights, obligations and defences under this charter party, including,
where applicable, those of Hague visby rules, the Owners warrant that they will
ensure year 2000 conformity in so far as this has a bearing on the performance
of the charter party.

CLAUSE 105

Notwithstanding anything contained in this charter party (whether printed or
written) in no case crew is to be required to drive cranes/grabs for cargo
operations. Charterers are to employ and pay for experienced shore cranemen to
drive cranes/grabs for cargo operations at Charterers time/risk/expenses and
without responsibility to the Owners.

                            - End of Charter Party -

                                  For and On Behalf of Charterers
                                  (As agents only)


-------------------------------   ------------------------------
OWNERS                            CHARTERERS


                                  Page 19 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

                       NEW BOTH TO BLAME COLLISION CLAUSE

If the liability for any collision in which the vessel is involved while
performing this Charter Party fails to be determined in accordance with the laws
of the United States of America, the following clause shall apply:-

If the ship comes into collision with another ship as a result of the negligence
of the other ship and any act, neglect or default of the Master, Mariner, Pilot
or the servants of the Carrier in the navigation or in the management of the
ship, the Owners of the goods carried hereunder will indemnify the Carrier
against all loss or liability to the other or non-carrying ship or her Owners in
so far as such loss or liability represents loss of or damage to or any claim
whatsoever of the Owners of the said goods and set-off, recouped or recovered by
the other or non-carrying ship as her Owners as part of their claim against the
carrying ship or Carrier.

The foregoing provisions shall also apply where the Owners, Operators or those
in charge of any ship or ships or object other than, or in addition to, the
colliding ships or objects are at fault in respect to a collision or contact and
the Charterers shall procure that all Bills of Lading issued under this Charter
Party shall contain the same clause.

                                NEW JASON CLAUSE

In the event of accident, danger, damage, or disaster, before or after the
commencement of the voyage, resulting from any cause whatsoever, whether due to
negligence or not, for which, or for the consequence of which, the carrier is
not responsible, by statute, contract or otherwise, the goods, Shippers,
Consignees or Owners of the goods shall contribute with the carrier in general
average to the payment of any sacrifices, losses or expenses of a general
average nature that may be made or incurred and shall pay salvage and special
charges incurred in respect of the goods.

If a salving ship is owned or operated by the carrier, salvage shall be paid for
as fully as if the said salving ship or ships belonged to strangers. Such
deposit as the carrier or his agents may deem sufficient to cover the estimated
contribution of the goods and any salvage and special charges thereon shall, if
required, be made by the goods, Shippers, Consignees or Owners of the goods to
the carrier before delivery. And the Charterers shall procure that all Bills of
Lading issued under this Charter Party shall contain the same Clause.


                                  Page 20 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

             BIMCO STANDARD WAR RISKS CLAUSE FOR TIME CHARTERS 1993
                          CODE NAME: "CONWARTIME 1993"

(1) For the purpose of this Clause, the words:

(a) "Owners" shall include the shipowners, bareboat charterers, disponent
Owners, managers or other operators who are charged with the management of the
vessel and the Master; and

(b) "War Risks" shall include any war (whether actual or threatened), act of
war, civil war, hostilities, revolution, rebellion, civil commotion, warlike
operations, the laying of mines (whether actual or reported), acts of piracy,
acts of terrorists, acts of hostility or malicious damage, blockades (whether
imposed against all vessels or imposed selectively against vessels of certain
flags or ownership, or against certain cargoes or crews or otherwise howsoever),
by any person, body, terrorist or political group, or the government of any
state whatsoever, which is the reasonable judgement of the Master and/or the
Owners may be dangerous or are likely to be or to become dangerous to the
vessel, her cargo, crew or other persons on board the vessel.

(2) The vessel, unless the written consent of the Owners be first obtained,
shall not be ordered to or required to continue to or through, any port, place,
area or zone (whether of land or sea), or any waterway or canal, where it
appears that the vessel, her cargo, crew or other persons on board the vessel,
in the reasonable judgement of the Master and/or the Owners, may be, or are
likely to be, exposed to War Risks. Should the vessel be within any such place
as aforesaid, which only becomes dangerous, or is likely to be or to become
dangerous, after her entry into it, she shall be at liberty to leave it.

(3) The Vessel shall not be required to load contraband cargo, or to pass
through any blockade, whether such blockade be imposed on all vessels, or is
imposed selectively in any way whatsoever against vessels of certain flags or
ownership, or against certain cargoes or crews or otherwise howsoever, or to
proceed to an area where she shall be subject, or is likely to be subject to a
belligerents right of search and/or confiscation.

(4) (a) The Owners may effect war risks insurance in respect of the Hull and
Machinery of the vessel and their other interests (including, but not limited
to, loss of earnings and detention, the crew and their Protection and Indemnity
Risks) and the premiums and/or calls therefore shall be for their account.

     (b) If the Underwriters of such insurance should require payment of
premiums and/or calls because, pursuant to the Charterers' orders, the vessel is
within, or is due to enter and remain within, any area or areas which are
specified by such Underwriters as being subject to additional premiums because
of War Risks, then such premiums and/or calls shall be reimbursed by the
Charterers to the Owners at the same time as the next payment of hire is due.


                                  Page 21 of 22

<PAGE>

                              ADDITIONAL CLAUSES TO
                               CHARTER PARTY DATED

(5) If the Owners become liable under the terms of employment to pay to the crew
any bonus or additional wages in respect of sailing into an area which is
dangerous in the manner defined by the said terms, then such bonus or additional
wages shall be reimbursed to the Owners by the Charterers at the same time as
the next payment of hire is due.

(6) The Vessel shall have liberty:-

(a) to comply with all orders, directions, recommendations or advice as to
departure, arrival, routes, sailing in convoy, ports of call, stoppages,
destinations, discharge of cargo, delivery, or in any other way whatsoever,
which are given by the Government of the Nation under whose flag the Vessel
sails, or other Government to whose laws the Owners are subject, or any other
Government, body or group whatsoever acting with the power to compel compliance
with their orders or directions;

(b) to comply with the order, directions or recommendations of any war risks
underwriters who have the authority to give the same under the terms of the war
risks insurance;

(c) to comply with the terms of any resolution of the Security Council of the
Untied Nations, any directives of the European Community, the effective orders
of any other Supranational body which has the right to issue and give the same,
and with national laws aimed at enforcing the same to which the Owners are
subject, and to obey the orders and directions of those who are charged with
their enforcement;

(d) to divert and discharge at any other port any cargo or part thereof which
may render the Vessel liable to confiscation as a contraband carrier;

(e) to divert and call at any other port to change the crew or any part thereof
or other persons on board the Vessel when there is reason to believe that they
may be subject to internment, imprisonment or other sanctions.

(7) If in accordance with their rights under the foregoing provisions of this
Clause, the Owners shall refuse to proceed to the loading or discharging ports,
or any one or more of them, they shall immediately inform the Charterers. No
cargo shall be discharged at any alternative port without first giving the
Charterers notice of the Owners' intention to do so and requesting them to
nominate a safe port for such discharge. Failing such nomination by the
Charterers within 48 hours of the receipt of such notice and request, the Owners
may discharge the cargo at any safe port of their own choice.

(8) If in compliance with any of the provisions of sub-clauses (2) to (7) of
this Clause, anything is done or not done, such shall not be deemed a deviation,
but shall be considered as due fulfilment of this Charter Party.


                                  Page 22 of 22