Exhibit 10.3


    
      

    

    Non-Binding
      Working Translation

     

    Partnership
      Agreement of MUNIA Mobiliengesellschaft mbH & Co. KG,

    Grünwald

    


    


    §
      1

    Name
      and Principal Place of Business

    


    The
      Partnership carries the name MUNIA Mobiliengesellschaft GmbH & Co. KG and
      has its principal place of business in Grünwald (hereinafter referred to as the
“Fund
      Company”)

    


    


    §
      2

    Object
      of the Company

    


    The
      object of the enterprise of the Fund Company is the acquisition of ships (in
      particular containerships) and their operation, chartering and exploitation
      in
      its own and in someone else’s name, as well as the participation in other
      companies for this purpose. The company is entitled to carry out all business
      acts connected with the object of the company, for example to the raising of
      loans. Banking business and activities pursuant to § 34 c GewO are
      excluded.

    


    


    §
      3

    Partner,
      Partners’ Capital Contributions, Accession

    


    
      	
              1.

            	
              MUNIA
                Mobilien-Verwaltungs-gesell-schaft mbH with its principal place of
                business in Grünwald shall be the personally liable and Managing Partner.
                It shall make no capital contribution and has no interest in the
                assets of
                the Fund Company. MUNIA Mobilien-Verwaltungsgesell-schaft mbH is
                released
                from the limitations of Section 181 BGB (German Civil
                Code).

            


    

    


    
      	
              2.

            	
              The
                limited partner capital of the Fund Company amounts to USD 15.5 mil..
                The
                limited partners are MIRAN Grundstücks-Verwaltungsgeselschaft mbH,
                Grünwald with a capital contribution of USD 11.5 mil. and MC Shipping
                Inc., Monaco (hereinafter referred to as “MC Shipping”) with a capital
                contribution of USD 4.0 mil. The mandatory capital contributions
                of the
                limited partners are due for payment upon request of the Managing
                Partner.
                

            


    

    


    
      	 	
              Limited
                partner in trust shall be the TERTIA Verwaltungsgesellschaft GmbH
                with its
                principal place of business in Grünwald (hereinafter referred to as
                “Fiduciary Partner”).

            


    

    
       

    

    
      	
              3.

            	
              MIRAN
                Grundstücks-Verwaltungs-gesell-schaft mbH is entitled to split its limited
                partnership interest and to transfer it in whole or in part to new
                trustees/limited partners without the consent of the other partners
                and
                without the limitations set forth in § 6. The capital contribution of each
                new limited partner and of each partner participating indirectly
                by
                entering into a trust agreement with the Fiduciary Partner must have
                a
                minimum amount of USD 20,000.00 or such higher amount which can be
                divided
                without balance by 1,000 or, in case of over-subscription, to the
                allocated smaller amount.

            


    

    


    
      	
              4.

            	
              In
                general, only individual natural persons can become limited partners
                or
                trustees of the Fund Company. In individual cases legal entities
                and
                partnerships can also be admitted as partners. Any participation
                of
                private partnerships, married couples or other organisations or
                communities is precluded. It is not permitted to acquire or to hold
                partnership interests as trustee for third parties.
                

            


    

    


    
      	
              5.

            	
              The
                mandatory capital contributions correspond to the amount of the limited
                partnership interest. The capital contributions entered into the
                commercial register in USD as minimum liability amount shall be 10%
                of the
                mandatory capital contribution.

            


    

    


    
      	
              6.

            	
              The
                contributions are fixed capital contributions which are entered into
                a
                permanent account (Capital Account I) for each partner and which
                constitute the capital account of the partner. Unless otherwise provided,
                the Capital Account I is solely decisive for the participation of
                the
                partners in the assets, the profits and losses of the Fund Company,
                as
                well as for all partnership rights. Unless otherwise provided in
                this
                Agreement, the Capital Accounts I can only be amended by a unanimous
                decision of the partners. As further account for each partner, a
                variable
                capital account (Capital Account II) shall be established to enter
                profits, losses and withdrawals of profits, as well as contributions
                according to § 6 no. 4 and § 11 and a further Capital Account III in which
                the repayment of capital contributions will be recorded. The capital
                accounts shall not bear any interest. They shall be maintained in
                USD and
                the recorded amounts shall not be converted to
                Euro.

            


    

    


    
      
        
        

      

      
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              7.

            	
              All
                limited partners are obliged to provide the Fund Company with a notarised
                power of attorney in relation to the commercial register immediately
                after
                their accession, which authorises the general partner to undertake
                all
                actions in relation to entries in the commercial register for the
                entire
                term of the participation. Any costs related thereto shall be borne
                by the
                limited partners. The same applies to limited partners subsequently
                acceding due to legal succession.

            


    

    


    


    §
      4

    Legal
      Position of the Partners participating by means of a Trust Agreement (Trustees),
      Remuneration of Fiduciary Partner

    


    
      	
              1.

            	
              The
                Fiduciary Partner holds and manages its participation in a fiduciary
                manner for the trustees with whom it has entered into trust agreements.
                It
                shall follow the instructions of the trustee. If no instructions
                of the
                trustee are available, the Fiduciary Partner shall exercise the partners
                rights except for the voting rights in the trustee’s best
                interest.

            


    

    


    
      	
              2.

            	
              As
                between the partners and trustees, the trustees shall be considered
                and be
                treated as directly participating partners. This applies in particular
                to
                voting rights (cf. § 13), participation in the assets of the company, in
                profits and losses, settlement amounts and any liquidation funds
                as well
                as the exercise of partnership rights and the right to transfer their
                trustee position to third parties. The provisions of this partnership
                agreement apply accordingly to trustees even if they are not expressly
                mentioned.

            


    

    


    
      	
              3.

            	
              For
                its willingness to take up the position as Fiduciary Partner including
                the
                actual assumption of the position as Fiduciary Partner, the Fiduciary
                Partner shall receive from the Fund Company a fixed remuneration
                in the
                amount of USD 5,000.00 p.a. inclusive of statutory VAT. The remuneration
                is payable annually and in arrear on 30.12., the last time, on a
                pro rata
                basis, at the time of the liquidation of the Fund
                Company.

            


    

    


    


    §
      5

    Term
      of the Company, Financial Year

    


    
      	
              1.

            	
              The
                Fund Company is established for an unlimited period of
                time.

            


    

    
       

    

    
      	
              2.

            	
              The
                financial year shall be the calendar
                year.

            


    

    


    


    §
      6

    Encumbrance
      and Transfer of Partnership Interests

    


    
      	
              1.

            	
              Any
                transfer, in whole or in part, encumbrance or other disposition of
                partnership interest shall only be valid with the prior and written
                consent of the Managing Partner. The consent may only be withheld
                for
                important reasons. A transfer of part of the partnership interest
                is not
                permitted if this would result in a partnership interest of an amount
                of
                less than USD 20,000.00 or of interest not dividable without balance
                by
                1,000. § 3 no. 4 shall apply
                accordingly.

            


    

    


    
      	 	
              A
                disposition which results in the separation of the participation
                and the
                enjoyment of rights in the partnership interest, in particular the
                creation of a usufruct, is not
                permitted.

            


    

    


    
      	 	
              In
                general, the transfer or other disposition of a partnership interest
                shall
                only become effective on 1 January following the year of such a
                transaction.

            


    

    


    
      	
              2.

            	
              Any
                intended transfer, in whole or in part, encumbrance or other disposition
                shall be notified in due time and in writing to the Managing Partner
                for
                the purpose of providing consent.

            


    

    


    
      	
              3.

            	
              In
                the event of any transfer to or other assumption of the position
                as
                partner by a third party, irrespective of whether in the course of
                inheritance or legal succession, all accounts according to § 3 no. 6 shall
                be continued unchanged and uniformly. In the event of a partial transfer
                of a partnership interest, accounts will be divided to separate accounts
                reflecting the portions of the division. It is not possible to transfer
                or
                assume individual rights and/or obligations with respect to individual
                partners accounts separately from the respective partnership
                interest.

            


    

    


    
      	
              4.

            	
              All
                costs of a transfer in whole or in part, or of an encumbrance as
                well as
                an assignment in whole or in part, including in particular the costs
                of
                the registration with the commercial register, shall be borne vis-à-vis
                the Fund Company by the transferring or the encumbering partner and
                the
                acquiring party as jointly liable debtors. Furthermore, the
                transferring/encumbering partner and the acquiring party shall jointly
                be
                liable for the costs of the administrative efforts which the Fund
                Company
                is charged by its administrator, up to an amount of USD 2,000.00.
                Upon
                request of the Managing Partner, the partner immediately has to effect
                a
                contribution in the corresponding amount to its capital account (Capital
                Account II). § 11 shall remain
                unaffected.

            


    

    


    
      
        
        

      

      
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              5.

            	
              Notwithstanding
                the aforementioned provisions

            


    

    


    
      	 	
              (a)

            	
              the
                Fiduciary Partner shall be permitted to transfer its partnership
                interest
                at any time in whole or in part to a succeeding fiduciary partner
                or to
                its trustees and to assign dividend and withdrawal rights, liquidation
                and
                settlement payments it is entitled to as Fiduciary Partner, in each
                case
                on a pro rata basis, to its
                trustees;

            


    

    


    
      	 	
              (b)

            	
              in
                the event of a withdrawal of a partner pursuant to § 7 of the Partnership
                Agreement, the Managing Partner shall be authorised to transfer the
                partnership interest of the withdrawing partner to a third
                party.

            


    

    


    


    §
      7

    Termination,
      Exclusion, Withdrawal

    


    
      	
              1.

            	
              Each
                partner is entitled to terminate its participation in the Fund Company
                with effect at the end of 30 June 2013 by registered letter with
                a notice
                period of three months, thereafter with the same notice period with
                effect
                to the end of any fiscal year. The termination notice shall be addressed
                to the Fund Company. Receipt of the notice is decisive for compliance
                with
                the notice period. The partner giving notice withdraws from the Fund
                Company with effect of the date for which notice has been properly
                given.
                If within six months after receipt of the notice the partners liquidate
                the partnership, or if the Fund Company is liquidated for mandatory
                reasons at the time of the withdrawal of the partner giving notice,
                then
                the partner giving notice shall participate in the
                liquidation.

            


    

    


    
      	
              2.

            	
              The
                Managing Partner is entitled and, under release from the restrictions
                pursuant to § 181 BGB, authorised to exclude a partner from the Fund
                Company with immediate effect by way of written unilateral declaration,
                if

            


    

    
       

    

    
      	 	
              (a)

            	
              the
                relevant partner, contrary to his obligations under § 6 no. 4 and § 11,
                does not immediately compensate the Fund Company for all disadvantages
                arising from a change of partners following written notice by the
                Managing
                Partner;

            


    

    


    
      	 	
              (b)

            	
              the
                relevant partner is subject to execution measures with respect to
                the
                partnership interest or

            


    

    


    
      	 	
              (c)

            	
              any
                other important reason is present.

            


    

    


    
      	 	
              The
                partner ceases to be partner of the Fund Company with receipt of
                the
                exclusion declaration or at the declared later time. The exclusion
                declaration is deemed to be received three days from mailing to the
                last
                address advised to the Fund Company in
                writing.

            


    

    


    
      	 	
              In
                the case of execution measures being levied in relation to the partnership
                interest, the exclusion shall become invalid, if the relevant partner
                within one month following the receipt of the exclusion declaration
                proves
                that the execution measures have been cancelled. Until the expiry
                of that
                period, all payments relating to his partnership interest and arising
                from
                his position as partner shall be suspended with effect vis-à-vis all
                partners.

            


    

    


    
      	
              3.

            	
              With
                the institution of insolvency or similar proceedings with regard
                to the
                assets of a partner, the partner in question shall retire from the
                Fund
                Company without any further act or notice being required by the Fund
                Company or the partners. The same shall apply if an application for
                the
                institution of insolvency or similar proceedings is rejected due
                to a lack
                of assets.

            


    

    


    
      	
              4.

            	
              In
                all cases of the retirement or exclusion of a partner, the Fund Company
                shall continue to exist between the remaining partners. The partnership
                interest in the company assets of the ceasing partner shall accrue
                to the
                remaining partners in relation to their prior participation. The
                trustees
                shall participate in this accrual through the Fiduciary Partner.
                The
                capital contribution of the Fiduciary Partner shall be reduced in
                relation
                to the contribution of a ceasing
                trustee.

            


    

    


    
      
        
        

      

      
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              5.

            	
              In
                the cases set forth in no. 2, the Managing Partner shall, at his
                discretion and under release from the limitations pursuant to § 181 BGB,
                as an alternative to exclusion also be entitled and authorised to
                transfer
                the partnership interest of the partner in question to one or more
                third
                parties nominated by the Managing Partner. The transfer shall be
                effected
                at the value set out in § 9.

            


    

    


    


    §
      8

    Death
      of a Partner

    


    
      	
              1.

            	
              If
                a partner dies, his participation shall be transferred to his heirs
                at the
                time of the heritable succession (subrogation). The Fund Company
                will be
                continued with the heirs. The heirs must prove their position by
                presenting a certificate of probate, the executor by presentation
                of a
                certificate of executorship. If foreign documents are presented to
                the
                Fund Company in order to prove succession rights or the rights of
                disposition, the Fund Company shall be entitled to have these documents
                translated and/or to obtain a “legal opinion”(Rechtsgutachten)
                concerning the legal effect of the submitted documents at the costs
                of the
                person relying on these documents. The Fund Company can waive the
                right to
                request a certificate of inheritance or an executor’s certificate, if a
                notarised copy of a public deed is submitted containing the last
                will
                (notary will/inheritance contract), together with the official deed
                stating its publication. The Fund Company may consider those parties
                which
                are set forth as successors or executors as being the entitled parties
                and
                may reregister the deceased partner’s interest in the name of these
                persons, may have these persons dispose over the partnership interest
                and
                may in particular make payments to these persons with discharging
                effect
                for the partnership.

            


    

    


    
      	
              2.

            	
              Until
                presentation of sufficient proof of inheritance according to no.
                1, the
                voting rights and the other partner rights of the heirs with the
                exception
                of the participation in profits and loss shall be suspended. During
                this
                time, the Fund Company is entitled to make distributions/withdrawals
                or
                other payments with the discharging effect to the last nominated
                account
                of the deceased person.

            


    

    
       

    

    
      	
              3.

            	
              Transfers
                in compliance with legacies and instructions to apportion the estate
                as
                well as in cases of a distribution of a deceased estate shall be
                made
                pursuant to § 6. Notwithstanding § 6, the transfer of the partnership
                interest can be made with effect from the time of the fulfilment
                of the
                testamentary disposition and the succession, respectively, without
                the
                approval of the Managing Partner. The minimum participation shall
                not fall
                short as a result of this.

            


    

    


    


    §
      9

    Settlement
      with retiring Partners/Compensation

    


    
      	
              1.

            	
              If
                a partner retires from the Fund Company due to a termination pursuant
                to §
                7 no. 1, his compensation shall be based on the market value of his
                partnership interest. Payment of the compensation cannot be requested
                before the expiration of six months following his retirement. Until
                payment, the compensation shall bear interest at the then applicable
                market interest rate.

            


    

    


    
      	
              2.

            	
              If
                a partner retires according to § 7 no. 3 or by way of exclusion pursuant
                to § 7 no. 2, he shall be entitled to compensation in USD in the amount
                of
                the nominal value of his partnership interest as determined on the
                basis
                of the final balance of the financial year prior to the year of his
                retirement/exclusion but taking into consideration the profits accrued
                as
                well as amounts withdrawn in the meantime and unsettled cost and
                tax
                reimbursement obligations according to § 6 no. 4 and §
                11.

            


    

    


    
      	 	
              The
                payments to be made by the partner shall be due four weeks upon request
                by
                the Fund Company. Amounts payable by the Fund Company shall also
                be due
                four weeks upon request by the retiring partner, however, at the
                earliest
                twelve months after the retirement of the respective
                partner.

            


    

    


    
      	
              3.

            	
              §
                6
                no. 1 and § 11 shall apply
                accordingly.

            


    

    


    
      	
              4.

            	
              The
                retiring partners are not entitled to request any security for their
                compensation claims. They may not request indemnification from liabilities
                of the partnership or from future claims by creditors of the partnership.
                Notwithstanding this provision, however, the general partner and
                the
                Fiduciary Partner may request indemnification from continuing liability
                for claims against the partnership at the time of their retirement
                from
                the partnership.

            


    

    


    
      
        
        

      

      
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    §
      10

    Exclusion
      MC Shipping

    


    
      	
              1.

            	
              The
                Managing Partner is entitled and authorised under release from the
                limitations pursuant to § 181 BGB to reduce the partnership interest of MC
                Shipping (Capital Account I) or to exclude MS Shipping from the Fund
                Company by unilateral written notice with immediate effect, if and
                to the
                extent MC Shipping does not comply with its payment obligations under
                the
                Opex and Charter Guarantee with the Fund Company within one week
                upon
                request by the Fund Company. 

            


    

    


    
      	
              2.

            	
              The
                compensation of MC Shipping in case of a reduction of its partnership
                interest or its exclusion according to no. 1 will be determined on
                the
                basis of the market value of the partnership interest. In case no
                agreement can be reached between the Managing Partner and MC Shipping
                in
                respect to the market value, the Managing Partner shall be entitled
                to
                instruct Moore Stephens to issue an expert opinion in respect to
                the fair
                market value at the costs and expenses of MC Shipping. The fair market
                value determined by Moore Stephens shall be binding upon the
                parties.

            


    

    


    
      	
              3.

            	
              The
                Fund Company can set off its claims under the Opex and Charter Guarantee,
                at its discretion, with either the partnership interest of MC Shipping
                in
                the Fund Company on the basis of the fair market value according
                to no. 2
                or with the compensation claim of MC
                Shipping.

            


    

    


    
      	
              3.

            	
              §
                6
                no. 4 and § 11 shall apply accordingly. § 7 shall remain
                unaffected.

            


    

    


    


    §
      11

    Levies
      and Cost Charges of the Company

    


    
      	
              1.

            	
              Charges
                of the Fund Company by levies (i.e. taxes, fees, membership dues)
                and
                other costs, which result from the acts of a partner or are a result
                of
                the person or legal structure of a partner, shall be borne by the
                respective partner triggering the charge and any successor (with
                regard to
                the relevant partnership interest) as jointly liable debtors. Upon
                request
                of the Managing Partner, such person has to immediately effect a
                contribution in the corresponding amount to its variable capital
                account
                (Capital Account II).

            


    

    
       

    

    
      	
              2.

            	
              The
                obligation to repay levies and costs according to no. 1 in particular
                includes any trade tax charges of the Fund Company which result
                from

            


    

    


    
      	 	
              (a)

            	
              that
                the gained profit of the partner due to the sale or other transfer
                of its
                partnership interest having to be considered in the trade income
                of the
                Fund Company or any trade tax loss carry forward of the Fund Company
                can
                no longer be used;

            


    

    


    
      	 	
              (b)

            	
              that
                in the course of a liquidation of the Fund Company or the exclusion
                or
                retirement of a partner, the trade income of the Fund Company is
                increased
                for reasons, which are a result of in the person or the legal structure
                of
                one or more partners, or any loss carry forward of the Fund Company
                for
                trade tax purposes can no longer be
                used;

            


    

    


    
      	 	
              (c)

            	
              that
                a profit for cessation of the business of the Fund Company arises
                in the
                course of the liquidation, which increases the trade income of the
                Fund
                Company as a result of all or some of the partners are not directly
                participating natural persons;

            


    

    


    
      	 	
              (d)

            	
              that
                the income of the Fund Company for trade tax purposes is increased
                by the
                fact that the compensation balance/profit of the retiring partner
                has to
                be considered in the determination of the trade income of the Fund
                Company;

            


    

    


    
      	 	
              (e)

            	
              that
                separate business income arises with a partner and/or a negative
                supplementary balance sheet has to be prepared for a partner and
                as a
                result the income of the Fund Company for trade tax purposes is
                increased.

            


    

    


    
      
        
        

      

      
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              3.

            	
              The
                Fund Company has to provide the cost bearing partner with suitable
                evidence in order to establish its claim for reimbursement. To the
                extend
                and as long as the amount of the reimbursement claim cannot be specified,
                the Fund Company is entitled in the case of a liquidation of the
                Fund
                Company and the exclusion of a partner, respectively, to exercise
                a right
                of retention in the amount of the approximate reimbursement claim
                against
                the claim for distribution of the compensation balance in case of
                retirement or of the liquidation proceeds in case of liquidation
                as
                security for its reimbursement claim against the respective partner.
                In
                the case of a transfer or other disposal of a partnership interest,
                the
                Managing Partner may request appropriate security for this reimbursement
                claim of the Fund Company as a condition for its required approval
                according to § 6 no. 1. As soon as the Fund Company is able to ascertain
                the amount of its reimbursement claim, in particular after receipt
                of the
                respective tax assessment, the final settlement of accounts has to
                be
                prepared by the Fund Company without undue
                delay.

            


    

    


    


    §
      12

    Management,
      Representation

    


    
      	
              1.

            	
              Managing
                Director of the Fund Company is the personally liable partner MUNIA
                Mobilien-Verwaltungsgesellschaft mbH; it has sole power of representation
                of the Fund Company towards third parties. The Managing Partner is
                authorised to transfer the management to third parties partly or
                in
                total.

            


    

    


    
      	
              2.

            	
              The
                Managing Partner is released from the limitations of Section 181
                German
                Civil Code.

            


    

    


    
      	
              3.

            	
              Acts
                exceeding the ordinary business according to Section 116 para. 1
                German
                Commercial Code may only be performed by the Managing Partner with
                the
                consent of the advisory board (Beirat)
                or
                the partners. The ordinary course of business shall particularly
                include
                the following acts, provided that these acts are not explicitly subject
                to
                the consent of the advisory board:

            


    

    


    
      	 	
              (a)

            	
              the
                acquisition of the ships “MS Maersk Belawan”, “MS Maersk Brisbane”, “MS
                Ankara” and “MS Maersk Barcelona”; 

            


    

    


    
      	 	
              (b)

            	
              the
                entering into and implementation of management
                contracts;

            


    

    


    
      	 	
              (c)

            	
              the
                entering into of all contracts which are necessary for the operation
                of
                ships, especially purchase contracts, insurance policies, as well
                as hire
                and employment contracts;

            


    

    
       

    

    
      	 	
              (d)

            	
              the
                entering into the an Agreement with MC Shipping re. an Opex and a
                Charter
                Guarantee in respect to the ships set forth in (a) above (“MC
                Agreement”);

            


    

    


    
      	 	
              (e)

            	
              the
                entering into agreements providing for rights of first refusal in
                respect
                to the ships set forth in (a)
                above;

            


    

    


    
      	 	
              (f)

            	
              the
                performance of repairs including the replacement of equipment which
                in any
                single case do not exceed USD 0.9 million as well as repairs of damages
                which are insured under existing insurance policies or which have
                to be
                compensated for by third parties;

            


    

    


    
      	 	
              (g)

            	
              the
                entering into or assumption of the existing charter party with A.P.
                Moeller-Maersk A/S as well as the implementation and amend-ment of
                charter-parties;

            


    

    


    
      	 	
              (h)

            	
              the
                chartering of ships for a term of up to six
                months;

            


    

    


    
      	 	
              (i)

            	
              the
                entering into of loan agreements and security documents including
                the
                encumbrance of vessels with mortgages and the assignment of other
                objects;

            


    

    


    
      	 	
              (j)

            	
              the
                entering into of marketing contracts and contracts with brokers,
                charter-party agent contracts, financing agency agreements, consulting
                contracts and concept agreements;

            


    

    


    
      	 	
              (k)

            	
              the
                change of register and flag of vessels as well as any measures connected
                thereto;

            


    

    


    
      	 	
              (l)

            	
              the
                execution of the option for tonnage taxation (§ 5a German Income Tax Act -
                Tonnage Tax)

            


    

    


    
      	 	
              (m)

            	
              granting
                credits (e.g.: agreeing on credit
                periods);

            


    

    


    
      	 	
              (n)

            	
              the
                entering into of administrative contracts and agency
                contracts;

            


    

    


    
      	 	
              (o)

            	
              the
                entering into of agreements relating to the placement of
                equity;

            


    

    


    
      	 	
              (p)

            	
              the
                conclusion of insurance contracts for members of the advisory
                board;

            


    

    


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

        
          Non-Binding
            Working Translation

        

      

    

    


    
      	 	
              (q)

            	
              the
                decision on the introduction, amount and use of a reserve of liquid
                assets;

            


    

    


    
      	 	
              (r)

            	
              bookkeeping
                and handling of payment
                transactions;

            


    

    


    
      	 	
              (s)

            	
              the
                enforcement (in and out of court) of all rights and compliance with
                all
                duties from the above-mentioned contracts including
                settlements.

            


    

    


    The
      right
      to enter into agreements also includes the amendment and cancellation of such
      agreements. 

    


    
      	
              4.

            	
              If
                an advisory board is established, the management requires the consent
                of
                the advisory board in respect of the following
                acts:

            


    

    


    
      	 	
              (a)

            	
              the
                purchase and sale of ships unless the purchase or sale occurs exclusively
                in connection with a flag or register
                change;

            


    

    


    
      	 	
              (b)

            	
              the
                chartering of ships for a term of more than six months unless the
                charter
                occurs exclusively in connection with a flag or register
                change;

            


    

    


    
      	 	
              (c)

            	
              the
                performance of class renewals (special
                survey);

            


    

    


    
      	 	
              (d)

            	
              the
                performance of repair works including the replacement of equipment
                which
                in any single case exceeds USD 0.9 million with the exception of
                repair of
                damage which is insured under the existing insurance policies or
                which a
                third party is required to
                compensate.

            


    

    


    
      	 	
              In
                urgent cases, in particular for lack of availability of the members
                of the
                advisory board, the Managing Partner shall be entitled to act without
                the
                consent of the advisory board.

            


    

    


    
      	
              5.

            	
              Claims
                for damages against the Managing Partner arising from the partnership
                relationship shall only exist in the case of a grossly negligent
                or wilful
                breach of duties by the Managing Partner. This shall also apply in
                respect
                to a responsibility for a third party in accordance with Section
                278
                German Civil Code. Such claims for damages resulting from the partnership
                relationship shall be subject to a limitation period of six months
                after
                the applicant(s) obtained knowledge about the act leading to the
                claim for
                damages at the latest, however, such limitation period shall be five
                years
                after the act resulting the claim for damages has been performed
                or the
                necessary act has been omitted.

            


    

     

    


    §
      13

    Partners’
      Resolutions

    


    
      	
              1.

            	
              Partner’s
                Resolutions are adopted in writing and, generally, by way of a circulating
                procedure (Umlaufverfahren).

            


    

    


    
      	
              2.

            	
              Annually
                prior to 30 September, a resolution for the determination of the
                Annual
                Fiscal Statement of the previous fiscal year shall be
                adopted.

            


    

    


    
      	
              3.

            	
              The
                managing director conducts the passing of the resolution. He stipulates
                the due date which shall not less than four weeks after the mailing
                of the
                resolution documents to the partners/trustees. The resolution documents
                are properly sent out, if they are mailed to the last address of
                the
                partner given to the Fund Company in writing. In the event that the
                residence of a partner is unknown or if the resolution documents
                cannot be
                delivered to him for other reasons, his voting rights are suspended
                until
                this situation is eliminated. The invitation for the adoption of
                a
                resolution shall include all voting topics, shall specify the precise
                proceedings and the last day of voting as well as the number of votes
                of
                the respective partner. A quorum in circulating proceedings shall
                be
                present, once the aforementioned formal requirements are
                met.

            


    

    


    
      	 	
              In
                circulating proceedings, resolutions are validly adopted upon receipt
                of
                the necessary votes by the Fund Company on the end of the last voting
                day.
                Receipt is required for the observance of the deadline. The partners
                shall
                be notified in writing by the Fund Company about the result of the
                resolution.

            


    

    


    
      	
              4.

            	
              Each
                partner can request from the Fund Company an extraordinary vote for
                important reasons by naming the reason and the voting topic. The
                Fund
                Company shall conduct this extraordinary vote in circulating proceedings.
                In urgent matters the deadline for the casting of the votes can be
                reduced
                to ten days after the mailing of the resolution documents.
                

            


    

    


    
      
        
        

      

      
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          -

        
          

        

      

      
        
        

        
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            Working Translation

        

      

    

    


    
      	
              5.

            	
              In
                the event of an important reason, the managing director may abstain
                from
                circulating proceedings. In such an event, he has to convene a partners
                meeting at a location determined by him. The invitation shall include
                notification of the agenda and shall be issued at least within four
                weeks
                prior to the date of the meeting; the date as per postmark being
                decisive.
                In the case of urgency, the deadline can be reduced to ten days.
                The
                invitation is duly mailed if it is mailed to the last address given
                to the
                Fund Company in writing. In the event that the residence of a partner
                is
                unknown or if he cannot be invited to the Partners’ Meeting for other
                reasons, his voting rights are suspended until this situation is
                solved,
                unless a representative notified to the Fund Company in
                writing.

            


    

    


    
      	 	
              The
                Partners' Meeting is chaired by the Managing Partner or by a third
                person
                mandated and authorized by the Managing Partner (chairman of the
                meeting).
                The Managing Partner shall appoint a secretary to keep the minutes.
                The
                minutes of the votes shall be signed by the secretary and by the
                chairman
                of the meeting, and a copy shall be posted to the
                partners.

            


    

    


    
      	 	
              The
                Partners' Meeting has a quorum, if all partners have been properly
                invited
                and the Managing Partner as well as the Fiduciary Partner are present
                or
                represented.

            


    

    


    
      	 	
              Each
                trustee/limited partner can be represented at a Partners' Meeting
                only by
                one other trustee/limited partner, his spouse, a parent, a child
                of full
                age, an executor or by his general agent. Representation by a person
                not
                included in the foregoing sentence requires the consent of the Managing
                Partner which can only be withheld for important reasons. A respective
                power of attorney must be in writing and must be handed out to the
                chairman of the meeting at the beginning of the Partners'
                Meeting.

            


    

    


    
      	 	
              Each
                trustee may authorize the Fiduciary Partner to execute his voting
                rights,
                and has the right to instruct him with respect to the voting topics;
                he
                can also give him the general instruction to vote pursuant to his
                proper
                discretion. The partners hereby expressly consent to a split exercise
                of
                the voting rights by the Fiduciary Partner as a result of different
                instructions by the trustees.

            


    

    


    
      	 	
              The
                costs for participation in a Partners' Meeting and for a possible
                representation shall be borne by each trustee/limited
                partner.

            


    

    
       

    

    
      	
              6.

            	
              Each
                full USD 1,000 of any capital contribution of a partner or trustee
                shall
                grant one vote. The general partner has 100 votes. The trustees have
                their
                own voting rights based on their partnership interests. The Fiduciary
                Partner shall not have any own voting rights, not even in extraordinary
                matters.

            


    

    


    
      	
              7.

            	
              In
                particular, the following issues require a partners’
                resolution:

            


    

    


    
      	 	
              (a)

            	
              approval
                and adoption of the annual balance sheet and the profit and loss
                statement;

            


    

    


    
      	 	
              (b)

            	
              allocation
                of annual profits and losses including the exercise of accounting
                method
                options;

            


    

    


    
      	 	
              (c)

            	
              discharge
                of the management and the advisory
                board;

            


    

    


    
      	 	
              (d)

            	
              election
                of the auditor, unless otherwise set forth in this
                Agreement;

            


    

    


    
      	 	
              (e)

            	
              election
                of the members of the advisory
                board;

            


    

    


    
      	 	
              (f)

            	
              amendments
                to the Partnership Agreement;

            


    

    


    
      	 	
              (g)

            	
              dissolution
                of the partnership;

            


    

    


    
      	
              8.

            	
              Resolutions
                made in circulating proceedings and resolutions adopted in the Partners'
                Meeting shall be adopted with single majority of votes cast, unless
                this
                Partnership Agreement or mandatory statutory law provide otherwise.
                In
                case of more than two alternative decisions, the one that has obtained
                the
                highest number of votes shall be adopted. Abstentions, not or delayed
                casts of votes (§ 13 no. 3, para. 2) as well as votes which are invalid
                for other reasons shall not be taken into
                account.

            


    

    


    
      	
              9.

            	
              Amendments
                to the Partnership Agreement and the dissolution of the Fund Company
                require a majority of the votes cast and the consent of the Managing
                Partner. The exclusion of a general partner, the revocation of
                authorisation and the revocation of power of management can only
                be
                resolved by a majority of 3⁄4 of the votes cast, unless an important reason
                exists.

            


    

    


    
      
        
        

      

      
        - 8
          -

        
          

        

      

      
        
        

        
          Non-Binding
            Working Translation

        

      

    

    


    
      	
              10.

            	
              Resolutions
                amending this agreement which do not formally and substantially treat
                all
                Partners equally, or which impose additional obligations on the Partners,
                or which change the legal position of the Managing Partner to its
                disadvantage, require the approval of all
                Partners.

            


    

    


    
      	
              11.

            	
              Resolution
                adopted in circulating proceedings or in a Partners' Meeting can
                only be
                challenged within one month after the mailing of the voting results
                or the
                minutes of the meeting. Upon the expiration of this period, any defect
                will be deemed to be cured.

            


    

     

     

    §
      14

    Advisory
      Board

    


    
      	
              1.

            	
              The
                advisory board shall consist of five ordinary members. It shall be
                established after the entry of all partners during the partners meeting
                which decides on the discharge for the fiscal year
                2005.

            


    

    


    
      	 	
              The
                members of the advisory board shall, in principle, invest a minimum
                of USD
                40,000 in the Fund Company and they shall not be employed at, or
                act as
                advisors to, any competitors of V.Ships (Germany) GmbH & Co. KG or
                ALCAS GmbH or their affiliated
                companies.

            


    

    


    
      	 	
              The
                general partner and MC Shipping shall be entitled to appoint an expert
                in
                relation to the partnerships interests to be a member of the advisory
                board and such member is not required to be a partner of the Fund
                Company.
                The members of the advisory board not being delegated shall be elected
                at
                the partners meeting by a simple majority of the votes cast. The
                performance of the election and the determination of the procedure
                shall
                be the responsibility of the Managing
                Partner.

            


    

    


    
      	 	
              The
                terms of office of the advisory board shall in each case end at the
                end of
                the partners meeting in respect of the discharge for the fourth fiscal
                year following the commencement of the term of office or, as the
                case may
                be, at the expiration of the last voting day in relation to the partners’
                resolution in respect of such discharge. The fiscal year in which
                the term
                of office commences shall not count in this
                respect.

            


    

    
       

    

    
      	
              2.

            	
              If
                one member of the advisory board should resign during the term of
                office,
                then a by-election shall be held at the next partners meeting at
                which a
                discharge is to be decided, which result shall be valid for the period
                until the end of the current term of office. For the period of time
                until
                a new member of the advisory board is elected the Managing Partner
                shall
                be entitled to delegate a member of the advisory board who is not
                required
                to be a partner of the Fund Company. In other respects, no. 1 shall
                apply
                accordingly to the by-election and the personal
                requirements.

            


    

    


    
      	
              3.

            	
              Following
                the election, the advisory board shall, for the term of office, elect
                from
                among its members a chairman and a vice chairman who shall act for
                the
                chairman in the chairman’s absence.


            


    

    


    
      	
              4.

            	
              The
                chairman shall call the meetings of the advisory board verbally,
                telephonically, in writing or by telex, giving notice of the agenda.
                There
                shall be a period of not less than seven days between the date of
                the
                notification and date of the meeting. The chairman shall call a meeting
                of
                the advisory board if required for the interests of the Fund Company,
                or
                if a meeting of the advisory board is requested by any member of
                the
                advisory board. The meetings shall, generally, be held at the place
                of
                business of the Fund Company. The general partner shall be entitled,
                but
                not obliged, to participate in the meetings of the advisory board.
                

            


    

    


    
      	 	
              The
                chairman shall chair the meetings of the advisory board. He shall
                ensure
                the execution of the resolutions of the advisory board. Any and all
                declarations of the advisory board shall be made by the chairman.
                In
                relation to the meetings of the advisory board protocols of the
                resolutions shall be produced, which shall be signed by the chairman
                and
                distributed to every member.

            


    

    


    
      	
              5.

            	
              The
                advisory board shall be competent to pass a resolution if a majority
                of
                its members are present or represented. Members of the advisory board
                may
                only be represented by other members of the advisory
                board.

            


    

    


    
      	 	
              The
                passing of a resolution shall be made in writing, by telex or at
                the
                meetings by a majority of the votes cast. In the event of an equality
                of
                votes the chairman shall have the casting
                vote.

            


    

    


    
      
        
        

      

      
        - 9
          -

        
          

        

      

      
        
        

        
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            Working Translation

        

      

    

    


    
      	
              6.

            	
              In
                respect of the execution and the acceptance of declarations of intent
                the
                advisory board shall be represented by the chairman or, in case of
                the
                chairman being prevented, by the elected
                proxy.

            


    

    


    
      	
              7.

            	
              In
                relation to third parties the members of the advisory board shall
                maintain
                and keep confidential at all times all of the concerns of the Fund
                Company.

            


    

    


    
      	
              8.

            	
              The
                partners meeting shall be entitled to remove any elected member of
                the
                advisory board at any time. It shall at the same time elect as many
                members of the advisory board for the remaining term of office as
                shall be
                removed.

            


    

    


    
      	
              9.

            	
              Every
                member of the advisory board shall receive a remuneration, which
                shall be
                paid annually in arrears, of USD 1,500 p.a. pro
                rata temporis
                for the time of the performance of their duties, and, where applicable,
                plus VAT. Costs and expenses shall not be
                compensated.

            


    

    


    
      	
              10.

            	
              The
                members of the advisory board shall only be liable for wilful misconduct
                (Vorsatz)
                or
                gross negligence (grobe
                Fahrlässigkeit).
                Claims for damages from the partnership relationship shall be subject
                to a
                limitation period of six months from the claimant obtaining knowledge
                of
                the act which entitles him to damages, and liability shall, however,
                at
                the latest be barred by limitation after five years from the performance
                or omission of the act which entitles the claimant to
                damages.

            


    

     

    


    §
      15

    Duties
      of the advisory board

    


    The
      advisory board shall attend to the interests of the limited partners and the
      Fund Company as specified below and it shall perform any acts which are being
      assigned to it by resolution of the partners meeting or by this Partnership
      Agreement, in particular:

    


    
      	
              (a)

            	
              advice
                to the general partner;

            


    

    


    
      	
              (b)

            	
              attend
                to the interest of the limited partners in respect of their rights
                of
                control according to § 166 of the German Commercial Code (HGB);

            


    

    


    
      	
              (c)

            	
              co-operation
                in transactions requiring its consent according to § 12 no.
                4.

            


    

    
       

    

    Within
      the bounds of the duties assigned to it the advisory board shall have a
      comprehensive right to information. The Managing Partner shall keep the advisory
      board informed about all important events.

     

    


    §
      16

    Financial
      Statements, Distribution of the Net Annual Profits, Extraordinary Operating
      Revenues and Expenses

    


    
      	
              1.

            	
              The
                financial statements for the past fiscal year shall be prepared within
                the
                statutory periods. It shall be adopted by a Partners’ Resolution in
                circulating proceedings. The statutory provisions and the generally
                accepted accounting principles apply to the preparation of the balance
                sheet as well as the preparation of the profit and loss statement.
                The
                financial statements shall be signed by the Managing Partner. The
                financial statements shall be reviewed by an accountant appointed
                by the
                Partners by way of a resolution, or by an auditing firm appointed
                in the
                same manner. A copy of the financial statements or, alternatively,
                a
                summary has to be provided to all partners / trustees at the latest
                together with the voting documents for the annual voting. The auditor
                for
                the fiscal year 2005 shall be determined by the Managing
                Partner.

            


    

    


    
      	 	
              To
                the extent legally permissible, all accounts and statements shall
                be
                prepared exclusively in USD currency and on the basis of German accounting
                principles. The financial statements and the tax balance sheet shall
                be
                derived therefrom and shall be prepared in Euro currency pursuant
                to the
                statutory provisions.

            


    

    


    
      	 	
              For
                all monetary claims and rights of a partner, the financial statements
                in
                USD shall exclusively be decisive, cf. § 3 no. 6.
                

            


    

    


    
      	
              2.

            	
              Prior
                to distribution of the results, the Managing Partner shall receive
                a lump
                sum of USD 5,000.00 per annum plus a possible statutory turnover
                tax for
                his expenses inclusive of his costs to maintain his legal structure
                and as
                a remuneration for his personal liability, as well as for taking
                over the
                duties of the management. He shall receive his compensation even
                in case
                of losses. It shall be paid annually in arrear at 30
                December.

            


    

    


    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

        
          Non-Binding
            Working Translation

        

      

    

    


    
      	
              3.

            	
              Also
                prior to the distribution of the results all levies and cost charges
                pursuant to section 6 no. 4 and section 11 shall be reimbursed to
                the
                particular partner.

            


    

    


    
      	
              4.

            	
              On
                30 June 2005 MIRAN Grundstücks-Verwaltungsgesellschaft mbH and MC Shipping
                shall receive according to their participation as advance profit/loss
                a
                distribution of the surplus of money of the Fund Company generated
                until
                30 June 2005 not exceeding, however, 2.75 % of the limited partners’
                capital contribution. The distribution shall also take place in the
                event
                of the Fund Company making a loss.

            


    

    


    The
      fiscal assignment of profits according to the tonnage tax shall take into
      account the participation of the partners in 2005 in financial and time
      respects.

    


    
      	
              5.

            	
              Apart
                from this, the partners -
                save as provided in § 17 -
                participate in the profits and the losses of the Fund Company in
                accordance with the ratio of their partnership interests (Capital
                Account
                I).

            


    

    


    
      	
              6.

            	
              The
                Managing Partner is authorised to distribute the earned cash surplus
                of
                the Fund Company to the partners as long as no different resolution
                is
                passed by the partners and subject to the setting up of a cash reserve
                in
                an amount considered adequate by the Managing Partner. Save as provided
                in
                no. 5 and 7., the distributions/withdrawals shall be made irrespective
                of
                a profit/loss and according in relation to the respective partnership
                interest. In principle, the distributions/withdrawals
                shall be effected on an semi-annual basis on 20 January and 20 July
                of
                each year, and for the first time on 20 January 2006 or upon receipt
                of
                the proceeds from the sale of the ships,
                respectively.

            


    

    


    
      	
              7.

            	
              In
                case of an advance profit allocation according to § 17 no. 1 and 2, a
                distribution/withdrawal by the partners in the amount of their respective
                advance profit allocation portion shall be effected upon receipt
                of the
                proceeds from the sale of the ship.

            


    

    


    
      	
              8.

            	
              All
                distributions/withdrawals shall generally be made in USD. However,
                each
                partner is entitled to request the exchange of his USD
                distribution/withdrawal to Euro. The exchange shall be effected at
                the
                conversion rate attained by the Fund Company two banking days before
                the
                distribution. All costs incurred in connection with the
                distribution/withdrawal and any exchange thereof shall be borne by
                the
                respective partner and will be set off against the distribution
                amount.

            


    

    
       

    

    
      	
              9.

            	
              Without
                further request, each trustee/limited partner has to notify the management
                about any extraordinary operating revenues and expenses until January
                31
                of the year subsequent to a fiscal
                year.

            


    

     

    


    §
      17

    Profit
      allocation at the Sale of Ships

    


    
      	
              1.

            	
              In
                departure from § 16 no. 5, the net liquidity-surpluses resulting from the
                sale of each of the ships specified in § 12 no. 3 (a) shall be allocated
                to the partners pursuant to the provisions of no. 2 as advance profit
                distribution if the next class renewal of a ship is not carried out
                or is
                rejected and the ship is sold (transfer of Bill of Sale) for scrapping
                or
                any other use within a period of 150 days before or 180 days after
                the due
                date of the class renewal. Pursuant to the current class certificates
                of
                the ships, the next class renewals will be due on 19 February 2008
                (MS
                Maersk Belawan), 13 September 2008 (MS Maersk Brisbane), 16 February
                2009
                (MS Ankara) and on 6 June 2009 (MS Maersk Barcelona). The reduction
                of the
                book values in respect to each ship will be allocated to the partners
                in
                accordance with the ratio of their partnership
                interests.

            


    

    


    
      	
              2.

            	
              Of
                the net sales proceeds (sales proceeds minus all costs, expenses
                and
                duties incurred in connection with the sale) 100% of amounts between
                USD
                3.9 mil. and USD 4.9 mil. and 40% for amounts higher than USD 4.9
                mil.
                shall be allocated to MC Shipping as advance profit distribution.
                In case
                the net sales proceeds are less than USD 3.9 mil., MC Shipping shall
                not
                be entitled to any advance profit distribution allocation. In case
                the
                capital contribution of MC Shipping (Capital Account I) has a nominal
                value of less than USD 4.0 mil. at the time of the sale of the ship
                (delivery of Bill of Sale), the advance profit distribution allocation
                shall be reduced accordingly. The amount of the net sales proceeds
                not
                allocated to MC Shipping, minus the open balance of the loan in respect
                to
                such ship at the date of such sale shall be allocated amongst the
                other
                partners in accordance with the ratio of their respective partnership
                interests as advance profit, if a surplus exists. The advance profit
                distribution allocations shall also be effected in the case of a
                loss of
                the Fund Company in the relevant business
                year.

            


    

    


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

        
          Non-Binding
            Working Translation

        

      

    

    


    
      	
              3.

            	
              In
                the case of a sale of a ship not complying with the requirements
                set forth
                in no. 1, the profit allocation shall be effected pursuant to § 16 no. 5
                in relation to the respective capital interest of the
                partners.

            


    

    


    


    §
      18

    Liability
      to Pay Additional Contributions, Competition Restrictions, Duty of
      Confidentiality

    


    
      	
              1.

            	
              An
                obligation to pay additional contributions exceeding those set forth
                in §
                6 no. 4 and § 11 can only be created with the votes of all partners and
                trustees. Liabilities of the limited partners vis-à-vis the creditors of
                the partnership pursuant to §§ 171 et seq. HGB shall remain
                unaffected.

            


    

    


    
      	
              2.

            	
              The
                trustees/partners are not subject to any competition
                restrictions.

            


    

    


    
      	
              3.

            	
              The
                limited partners and trustees are subject to a duty of confidentiality
                vis-à-vis unconcerned third parties with respect to all matters of the
                partnership.

            


    

     

     

    
    

    §
      19

    Dissolution
      and Liquidation

    


    
      	
              1.

            	
              The
                liquidation of the Fund Company is carried out by the managing director
                or
                the liquidator/s appointed by him. The managing director is free
                to
                appoint a natural person or a legal
                entity.

            


    

    


    
      	
              2.

            	
              The
                sales proceeds shall first be used to comply with payment obligations
                of
                the Fund Company vis-à-vis third party creditors, and payment obligations
                of the Fund Company towards partners thereafter. The remainder shall
                be
                distributed to the partners (taking into account their capital accounts)
                in relation to their interest in the assets of the company (Capital
                Account I). A liability of the general partner for the compliance
                with the
                payment claims of the partners shall be
                excluded.

            


    

    
       

    

    
      	
              3.

            	
              An
                advance profit allocation according to § 17 at the time of the dissolution
                of the Fund Company shall remain
                unaffected.

            


    

    


    
      	
              4.

            	
              §
                11 shall apply accordingly.

            


    

    


    


    §
      20

    Costs
      of the Agreement

    


    The
      costs
      for the establishing of the Fund Company, for this Partnership Agreement and
      its
      implementation including all potentially accruing taxes of any kind shall be
      borne by the Fund Company. This shall not apply for the costs for the
      notarisation of the powers of attorney for the Commercial Register as well
      as
      for the cost for changes of the registration with the Commercial Register which
      are the result of assignments or partial assignments of partnership interests
      as
      well as other dispositions with regard to partnership interests. Unless
      otherwise set forth in this Agreement, these costs shall be borne by the
      respective partner who has caused the changes. This shall also apply to changes
      of the Commercial Register in the event of death.

    


    


    §
      21

    Data
      protection

    


    Upon
      acceptance of the declaration of accession, the Fiduciary Partner will store
      all
      data provided by the limited partners/trustees in its declaration of accession
      together with potential other data in direct connection with the participation.
      The Fiduciary Partner shall not provide information with regard to the
      participation to persons other than the Fund Company, the Fiduciary Partner,
      the
      administrator of the Fund Company as well as its parent company, the
      distribution partners, tax consultants, accountants, and the financing bank
      unless the trustee/limited partner has explicitly consented in
      writing.

    


    The
      trustee/limited partner is obliged to inform the Fiduciary Partner about any
      changes of the information provided in the declaration of
      accession.

    


    The
      trustee/limited partner has acknowledged and consents that within the scope
      of
      this Partnership Agreement, personal data will be stored and made use of in
      data
      processing facilities. Upon termination of the participation, all data will
      be
      deleted.

     

    
      
        
        

      

      
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          Non-Binding
            Working Translation

        

      

    

     

    §
      22

    Invalidity
      of Individual Clauses, Miscellaneous

    


    
      	
              1.

            	
              Should
                a provision of this Agreement be or become void or invalid, the remaining
                provisions shall remain unaffected. The void or invalid clause shall
                be
                replaced by provisions in compliance with to the applicable laws
                and the
                economic purpose of the void or invalid clause. In case of omissions,
                a
                provision shall apply that would have been agreed upon had the matter
                been
                thought about beforehand.

            


    

    


    
      	
              2.

            	
              Supplementary
                agreements as well as amendments and additions to this contract including
                these provisions have to be made in writing if they are not passed
                by
                partners’ resolutions in accordance with the provisions of this
                Partnership Agreement. A fixed connection of this Partnership Agreement
                to
                amending resolutions/agreements or other contracts and declarations
                -
                especially those which are referred to herein - shall be
                waived.

            


    

    


    
      	
              3.

            	
              As
                far as this agreement makes a reference to indexes or interest reference
                rates and these are not listed or published anymore, the substitute
                index
                or substitute interest reference rate provided for by law shall apply
                or,
                in case this does not exist, a substitute index or substitute interest
                reference rate shall be chosen by the Managing Partner in good
                faith.

            


    

    


    
      	
              4.

            	
              This
                Partnership Agreement shall be subject to German law. Legal venue
                shall be
                Munich.

            


    

    


    This
      Partnership Agreement supersedes the Partnership Agreement of 4 January 2005in
      its last version.

    


    Grünwald,
      31 March, 2005

    


    


    MUNIA
      Mobilien-Verwaltungsgesellschaft mbH

    


    


    


    


    MIRAN
      Grundstücks-Verwaltungsgesellschaft mbH

    


    


    


    


    MC
      Shipping Inc.

    


    


    


    


    TERTIA
      Beteiligungstreuhand GmbH

     

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