Exhibit 4.4



                                                                _______ __, 2003


                            EXCHANGE AGENT AGREEMENT


HSBC Bank USA
452 Fifth Avenue
New York, NY 10018


Ladies and Gentlemen:


         OMI Corporation, a corporation organized under the laws of the Republic
of the  Marshall  Islands,  (the  "Company"),  proposes  to make an  offer  (the
"Exchange Offer") to exchange up to $200,000,000  aggregate  principal amount of
its registered  7.625% Senior Notes due 2013 issued under an indenture  dated as
of  November  26, 2003 (the "New  Notes"),  for a like  principal  amount of its
outstanding  unregistered  7.625%  Senior  Notes  Due  2013  issued  under  said
indenture  (the "Old Notes").  The terms and conditions of the Exchange Offer as
currently  contemplated are set forth in a prospectus (the "Prospectus" included
in  the   registration   statement   of  the  Company  on  Form  S-4  (File  No.
333-__________),  (the "Registration  Statement")) filed with the Securities and
Exchange  Commission  (the "SEC"),  and proposed to be distributed to all record
holders of the Old Notes who  acquired  such Old Notes  pursuant to an exemption
from the registration  requirements under the Securities Act of 1933, as amended
(the  "Securities  Act").  The Old  Notes  and the New  Notes  are  collectively
referred to herein as the "Notes" or the  "Securities."  Capitalized  terms used
herein and not defined shall have the  respective  meanings  ascribed to them in
the Prospectus or the accompanying Letter of Transmittal (as defined below).

         The Company hereby appoints HSBC Bank USA to act as exchange agent (the
"Exchange Agent") in connection with the Exchange Offer.  References hereinafter
to "you" shall refer to HSBC Bank USA.

         The  Exchange  Offer is expected to be  commenced  by the Company on or
about ______,  2003.  The  Registration  Statement  filed by the Company was [is
expected to be] declared  effective  under the  Securities  Act (the  "Effective
Time"), on __________, 2003. The letter of transmittal ("Letter of Transmittal")
accompanying  the  Prospectus  is to be used by the  holders of the Old Notes to
accept  the  Exchange  Offer,  and  contains  instructions  with  respect to the
delivery of Old Notes tendered. The Exchange Agent's obligations with respect to
receipt and  inspection  of the Letter of  Transmittal  in  connection  with the
Exchange  Offer shall be satisfied for all purposes  hereof by inspection of the
electronic  message   transmitted  to  the  Exchange  Agent  by  Exchange  Offer
participants in accordance with the Automated  Tender Offer Program  ("ATOP") of
the Depositary Trust Company ("DTC"),  and by otherwise  observing and complying
with all procedures  established  by DTC in connection  with ATOP, to the extent
that ATOP is utilized by Exchange Offer participants.

<PAGE>


         The Exchange  Offer shall expire at 5:00 p.m.,  New York City time,  on
___________  __,  2004 or on such  later date or time to which the  Company  may
extend the  Exchange  Offer (the  "Expiration  Date").  Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving  oral  (confirmed  in  writing)  or written  notice to you at any time
before  9:00  a.m.,  New York City  time,  on the  business  day  following  the
previously  scheduled  Expiration  Date,  and in such case the term  "Expiration
Date" shall mean the time and date on which such  Exchange  Offer as so extended
shall expire.  Currently,  the Company does not intend to extend the  Expiration
Date.

         The Company  expressly  reserves the right, in its sole discretion,  to
delay, amend or terminate the Exchange Offer, and not to accept for exchange any
Old Notes not  theretofore  accepted for exchange upon the occurrence of certain
events,  including any of the conditions of the Exchange Offer  specified in the
Prospectus  under the caption "The  Exchange  Offer - Certain  Conditions to the
Exchange  Offer." The Company will give to you as promptly as  practicable  oral
(confirmed in writing) or written notice of any delay, amendment, termination or
non-acceptance.

         In  carrying  out your  duties  as  Exchange  Agent,  you are to act in
accordance with the following instructions:

         1.  You  will   perform  such  duties  and  only  such  duties  as  are
specifically set forth herein or in the section of the Prospectus captioned "The
Exchange Offer", or in the Letter of Transmittal accompanying the Prospectus and
such duties which are necessarily incidental thereto;  PROVIDED HOWEVER, that in
no way  will  your  general  duty  to act in good  faith  be  discharged  by the
foregoing.

         2. You will  establish a  book-entry  account  with  respect to the Old
Notes at The Depository Trust Company (the "Book-Entry  Transfer  Facility") for
purposes of the Exchange  Offer  within two business  days after the date of the
Exchange Agent Agreement, and any financial institution that is a participant in
the Book-Entry  Transfer  Facility's systems may make book-entry delivery of the
Old Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes
into  your  account  in  accordance  with  the  Book-Entry  Transfer  Facility's
procedure for such transfer.

         3. As soon as practicable after receipt, you are to examine each of the
Letters  of  Transmittal  and  certificates  for Old Notes (or  confirmation  of
book-entry  transfers into your account at the Book-Entry Transfer Facility) and
any other  documents  delivered  or mailed to you by or for  holders  of the Old
Notes in connection  with tenders of Old Notes,  to ascertain  whether:  (i) the
Letters  of  Transmittal,  certificates  and any such other  documents  are duly
executed  and properly  completed  in  accordance  with  instructions  set forth
therein and in the Prospectus and that such book-entry  confirmations are in due
and proper form and contain the  information  required to be set forth  therein,
and (ii) the Old Notes have otherwise been properly tendered in



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<PAGE>


accordance with the Prospectus and the Letter of Transmittal. In each case where
(i) the  Letter  of  Transmittal  or any  other  document  has  been  improperly
completed or executed,  (ii) book-entry  confirmations are not in due and proper
form or omit certain  information,  (iii) any of the  certificates for Old Notes
are  not in  proper  form  for  transfer  or (iv)  some  other  irregularity  in
connection  with the acceptance of the Exchange Offer exists,  you will endeavor
to inform the presenters of the need for fulfillment of all  requirements and to
take  any  other  action  as  may  be  necessary  or  advisable  to  cause  such
irregularity to be corrected.  If such condition is not promptly remedied by the
presenters,  you  shall  report  such  condition  to the  Company  and await its
direction.  All  questions  as to the  validity,  form,  eligibility  (including
timelines of receipt),  acceptance  and  withdrawal of any Old Notes tendered or
delivered  by the  Company  shall  be  determined  by the  Company,  in its sole
discretion.

         4.  With  the  approval  of any  of the  Chairman  of  the  Board,  the
President, a Vice President, the Treasurer, the Comptroller,  the Secretary, the
principal  financial  officer,  accounting  officer or financial  manager of the
Company (such approval, if given orally, promptly to be confirmed in writing) or
any other party  designated  by such officer in writing,  you are  authorized to
waive any  irregularities in connection with any tender of Old Notes pursuant to
the Exchange Offer.

         5.  Tenders of Old Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned "The Exchange Offer -
Procedures for Tendering" and Old Notes shall be considered properly tendered to
you only when  tendered in accordance  with the  procedures  set forth  therein.
Notwithstanding the provisions of this paragraph 5, Old Notes which the Chairman
of the Board, the President, a Vice President,  the Treasurer,  the Comptroller,
the Secretary, the principal financial officer,  accounting officer or financial
manager of the  Company or any other  party  designated  by any such  officer in
writing shall approve as having been properly tendered shall be considered to be
properly tendered (such approval,  if given orally,  promptly shall be confirmed
in writing).

         6. You shall advise the Company with respect to any Old Notes delivered
subsequent to the Expiration  Date and accept its  instructions  with respect to
disposition of such Old Notes.

         7. The Company  reserves  the  absolute  right (i) to reject any or all
tenders of any  particular  Old Notes  determined  by the  Company  not to be in
proper  form or the  acceptance  or exchange of which may, in the opinion of the
Company's  counsel,  be unlawful and (ii) to waive any of the  conditions of the
Exchange Offer or any defect or irregularity in the tender of any particular Old
Notes,  and the  Company's  determination  of the  terms and  conditions  of the
Exchange Offer  (including  the Letter of  Transmittal  and Notice of Guaranteed
Delivery and the instructions set forth therein) will be final and binding.

         8. You shall accept tenders:



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<PAGE>


                  (a) in cases where the Old Notes are registered in two or more
names only if signed by all named holders;

                  (b) in cases where the  signing  person (as  indicated  on the
Letter of  Transmittal)  is acting in a fiduciary or a  representative  capacity
only when proper evidence of his or her authority so to act is submitted; and

                  (c) from persons other than the registered holder of Old Notes
provided that customary transfer requirements,  including (i) any endorsement of
the Old Note or delivery of a properly completed bond power, in either case duly
executed by each registered holder,  (ii) payment of applicable  transfer taxes,
and (iii) the requirements imposed by the transfer restrictions on the Old Notes
(including  any applicable  requirements  for  certifications,  legal opinion or
other information) are fulfilled.

                  You  shall  accept  partial  tenders  of Old  Notes  where  so
indicated and as permitted in the Letter of Transmittal and deliver certificates
for Old Notes to the  transfer  agent for the Old Notes for  split-up and return
any  untendered  Old  Notes  to the  holder  (or  such  other  person  as may be
designated  in the Letter of  Transmittal)  as  promptly  as  practicable  after
expiration or termination of the Exchange Offer.

         9. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally,  promptly to be
confirmed in writing) of its acceptance,  promptly after the Expiration Date, of
all Old Notes properly tendered and you, on behalf of the Company, will exchange
such Old Notes for New Notes and cause such Old Notes to be  canceled.  Delivery
of New Notes will be made on behalf of the  Company by you at the rate of $1,000
principal  amount of New Notes for each $1,000 principal amount of the Old Notes
tendered  promptly  after notice (such  notice if given  orally,  promptly to be
confirmed in writing) of acceptance of said Old Notes by the Company;  PROVIDED,
HOWEVER,  that in all cases,  Old Notes tendered  pursuant to the Exchange Offer
will be exchanged only after timely receipt by you of certificates  for such Old
Notes  (or  confirmation  of  book-entry  transfer  into  your  account  at  the
Book-Entry Transfer Facility),  a properly completed and duly executed Letter of
Transmittal  (or facsimile  thereof or an Agent's  Message in lieu thereof) with
any  required  signature  guarantees  and any other  required  document.  Unless
otherwise  instructed in writing by the Company,  you shall issue New Notes only
in denominations of $1,000 or any integral multiple thereof.

         10.  Tenders  pursuant to the Exchange  Offer are  irrevocable,  except
that,  subject to the terms and upon the  conditions set forth in the Prospectus
and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer
may be  withdrawn at any time on or prior to 5:00 p.m.,  New York City time,  on
the  Expiration  Date in accordance  with the terms of the Exchange  Offer.  You
shall, after proper  notification of such withdrawal,  return such Old Notes to,
or in accordance with the instructions of, the holder of such Old Notes and such
Old Notes shall no longer be  considered  properly  tendered.  Any withdrawn Old
Notes may be tendered  again  following  procedures  therefore  described in the
Prospectus at any time on or prior to the Expiration Date.



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<PAGE>


         11.  The  Company  shall  not be  required  to  exchange  any Old Notes
tendered if any of the  conditions  set forth in the Exchange Offer are not met.
Notice of any  decision by the Company  not to exchange  any Old Notes  tendered
shall be given (such  notices if given  orally,  promptly  shall be confirmed in
writing) by the Company to you.

         12. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Notes tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus under the caption
"The Exchange  Offer--Conditions" or otherwise, you shall as soon as practicable
after  the  expiration  or  termination  of  the  Exchange  Offer  return  those
certificates  for  unaccepted  Old  Notes  (or  effect  appropriate   book-entry
transfer),  together  with any  related  required  documents  and the Letters of
Transmittal  relating  thereto that are in your  possession,  to the persons who
deposited them (or effected such book-entry transfer).

         13. All  certificates  for reissued Old Notes,  unaccepted Old Notes or
New Notes (other than those effected by book-entry  transfer) shall be forwarded
by (a) first-class mail, postage pre-paid under a blanket surety bond protecting
you and the Company from loss or  liability  arising out of the  non-receipt  or
non-delivery of such  certificates or (b) by registered mail insured  separately
for the replacement value of each of such certificates.

         14.  You are not  authorized  to pay or offer  to pay any  concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any persons to solicit tenders.

         15. As Exchange Agent hereunder you:

                  (a) will be regarded as making no  representations  and having
no responsibilities as to the validity, sufficiency, value or genuineness of any
of the Old Notes deposited with you pursuant to the Exchange Offer, and will not
be  required to and will make no  representation  as to the  validity,  value or
genuineness of the Exchange Offer;

                  (b) shall  not take any legal  action  hereunder  against  any
third party,  other than the Company,  without the prior written  consent of the
Company,  and shall not be obligated to take any legal  action  hereunder  which
might in your reasonable  judgment involve any expense or liability,  unless you
shall have been  furnished  with  reasonable  indemnity  against such expense or
liability;

                  (c) shall not be liable to the Company for any action taken or
omitted by you, or any action  suffered  by you to be taken or omitted,  without
negligence, misconduct or bad faith on your part, by reason of or as a result of
the  administration  of your duties  hereunder in accordance  with the terms and
conditions  of  this  Agreement  or  by  reason  of  your  compliance  with  the
instructions set forth herein or with any written or oral instructions delivered
to you pursuant  hereto,  and may  reasonably  rely on and shall be protected in
acting in good faith in



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<PAGE>


reliance upon any certificate, instrument, opinion, notice, letter, facsimile or
other document or security delivered to you and reasonably believed by you to be
genuine and to have been signed by the proper party or parties;

                  (d) in  connection  with  the  administration  of your  duties
hereunder  and in the  absence of  negligence,  misconduct  or bad faith on your
part,  may  reasonably  rely  upon  any  tender,  statement,  request,  comment,
agreement or other instrument  whatsoever,  not only as to its due execution and
validity  and  effectiveness  of its  provisions,  but also as to the  truth and
accuracy of any  information  contained  therein,  which you shall in good faith
reasonably  believe  to be genuine or to have been  signed or  represented  by a
proper person or persons;

                  (e) may rely on and shall be  protected in acting upon written
notice or oral  instructions  from any  officer  of the  Company  authorized  to
provide instructions under this Agreement;

                  (f) shall not advise any person  tendering Old Notes  pursuant
to the Exchange  Offer as to whether to tender or refrain from  tendering all or
any portion of the Old Notes or as to the market value,  decline or appreciation
in market  value of any Old  Notes  that may or may not occur as a result of the
Exchange  Offer or as to the market  value of the  Exchange  Notes and shall not
solicit any holder of Old Notes for the purpose of causing such person to tender
its Old Notes;

                  (g) may consult with  counsel  with  respect to any  questions
relating to your duties and responsibilities,  and the written advice or opinion
of such  counsel  shall be full and complete  authorization  and  protection  in
respect of any action taken,  suffered or omitted by you hereunder in good faith
and in reliance thereon; and

                  (h) in the absence of  negligence,  willful  misconduct or bad
faith on your  part,  shall  in no event be  liable  for  special,  indirect  or
consequential  loss or damage of any kind whatsoever  (including but not limited
to lost  profits),  even if you have been advised of the likelihood of such loss
or damage and regardless of the form of action.

         16. As soon as practicable  after your receipt of notification from the
Company as to the Effective  Time,  you shall send to all holders of Old Notes a
copy of the Prospectus,  the Letter of Transmittal  (including  instructions for
completing a Form W-9),  the Notice of Guaranteed  Delivery (as described in the
Prospectus)  and  such  other  documents  (collectively,   the  "Exchange  Offer
Documents")  as may be furnished  by the Company to commence the Exchange  Offer
and take such other  action as may from time to time be requested by the Company
or its counsel (and such other action as you may reasonably deem appropriate) to
furnish  copies of the  Exchange  Offer  Documents or such other forms as may be
approved  from time to time by the  Company,  to all holders of Old Notes and to
all persons  reasonably  requesting such documents and to accept and comply with
telephone  and mail  requests for  information  relating to the Exchange  Offer,
provided that such information shall relate only to the procedures for accepting
(or  withdrawing  from) the  Exchange  Offer.  The Company will furnish you with
copies of such documents to



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<PAGE>


enable you to perform your duties hereunder.  All other requests for information
relating to the  Exchange  Offer shall be  directed to the  Company,  Attention:
Fredric S. London, telephone number 203-602-6700.

         17. You shall  advise,  by facsimile  transmission  or  telephone,  and
promptly  thereafter confirm in writing, to Kathleen C. Haines (at the facsimile
number  203-602-6711),  and such  other  person or persons  as the  Company  may
request,  daily, and more frequently  during the week immediately  preceding the
Expiration Date and if otherwise  requested by the Company,  up to and including
the  Expiration  Date, as to the aggregate  principal  amount of Old Notes which
have been tendered  pursuant to the Exchange Offer and the items received by you
pursuant to the Exchange  Offer and this  Agreement,  separately  reporting  and
giving  cumulative  totals as to items  properly  received and items  improperly
received.  In addition,  you will also inform, and cooperate in making available
to, the Company or any such other  person or persons as the Company  requests in
writing from time to time prior to the Expiration Date of such other information
as it or he or she reasonably requests. Such cooperation shall include,  without
limitation,  the  granting  by you to the Company and such person as the Company
may  request of access to those  persons on your staff who are  responsible  for
receiving  tenders,  in order to ensure that immediately prior to the Expiration
Date the Company shall have received  information in sufficient detail to enable
it to decide  whether to extend the Exchange  Offer.  You shall  prepare a final
list of all persons whose tenders were accepted,  the aggregate principal amount
of Old Notes tendered,  the aggregate principal amount of Old Notes accepted and
the identity of any  participating  Broker-Dealers  and the aggregate  principal
amount of Exchange Notes delivered to each, and deliver said list to the Company
promptly after the deadline for the Exchange Offer or the Expiration Date.

         18. Each Letter of Transmittal, Notice of Guaranteed Delivery, Old Note
and any other  document  received by you in connection  with the Exchange  Offer
shall be stamped by you as to the date and the time of  receipt  thereof  (or if
Old Notes are tendered by book-entry  delivery,  such form of record  keeping of
receipt as is customary for tenders  through  ATOP) and, if defective,  the date
and time the last defect was cured or waived by the  Company.  You shall  retain
all Letters of  Transmittal,  Notice of  Guaranteed  Delivery  and Old Notes and
other related documents or  correspondence  received by you until the Expiration
date.  You shall return all such material to the Company as soon as  practicable
after the  Expiration  Date.  You shall dispose of unused Letters of Transmittal
and other surplus materials in accordance with your customary procedures.

         19. It is understood and agreed that the securities,  money or property
to be  deposited  with or  received by you as  Exchange  Agent (the  "Property")
constitute  a special,  segregated  account  held  solely for the benefit of the
Company and the tendering  holders of Old Notes,  as their interests may appear,
and the Property shall not be commingled with the money, assets or properties of
you or of any other person,  firm or  corporation.  You hereby waive any and all
rights of lien, encumbrance,  attachment or right of set-off whatsoever, if any,
that you may have with respect to the Property so deposited, whether such rights
arise by reason of applicable law, contract or otherwise.



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<PAGE>


         20. For  services  rendered as Exchange  Agent  hereunder  you shall be
entitled to such compensation and reimbursement of out-of-pocket expenses as set
forth in Schedule I hereto.

         21. You hereby  acknowledge  receipt of the  Prospectus,  the Letter of
Transmittal and the other documents  associated with the Exchange Offer attached
hereto  and  further  acknowledge  that you  have  examined  each of  them.  Any
inconsistency between this Agreement,  on the one hand, and the Prospectus,  the
Letter of Transmittal  and such other forms (as they may be amended from time to
time),  on the other hand,  shall be resolved  in favor of the  Prospectus,  the
Letter of Transmittal  and such other forms,  except with respect to the duties,
liabilities  and  indemnification  of you  as  Exchange  Agent  which  shall  be
controlled by this Agreement.

         22. The  Company  agrees to  indemnify  and hold you  harmless  in your
capacity as Exchange Agent  hereunder  against any  liability,  cost or expense,
including  reasonable  attorneys'  fees  and  expenses,  arising  out  of  or in
connection  with your  appointment as Exchange Agent and the performance of your
duties hereunder,  including,  without limitation,  any act, omission,  delay or
refusal made by you in  reasonable  reliance  upon any  signature,  endorsement,
assignment, certificate, order, request, notice, instruction or other instrument
or document reasonably  believed by you to be valid,  genuine and sufficient and
in  accepting  any tender or  effecting  any  transfer  of Old Notes  reasonably
believed by you in good faith to be  authorized,  and in delaying or refusing in
good faith to accept any tenders or effect any transfer of Old Notes;  PROVIDED,
HOWEVER,  that the Company shall not be liable for  indemnification or otherwise
for any loss,  liability,  cost or  expense to the  extent  arising  out of your
negligence,  willful  misconduct  or bad faith.  In no case shall the Company be
liable  under this  indemnity  with respect to any action,  proceeding,  suit or
claim  against  you unless the  Company  shall be  notified by you, by letter or
facsimile  transmission  confirmed  by letter,  of the written  assertion of any
action, proceeding, suit or claim made or commenced against you promptly, but in
any event  within  enough time to file an answer to such claim,  after you shall
have been served with the summons or other first legal  process or have received
the first written  assertion,  giving  information as to the nature and basis of
the  action,  proceeding,  suit or  claim.  The  Company  shall be  entitled  to
participate  at its own expense in the defense of any such  action,  proceeding,
suit or claim and if the  Company so  elects,  assume  defense  of such  action,
proceeding,  suit or claim.  In the event that the Company assumes such defense,
the  Company  shall not  thereafter  be liable for the fees and  expenses of any
additional  counsel that you retain.  You agree that,  without the prior written
consent of the Company (which consent shall not be unreasonably  withheld),  you
will not  settle,  compromise  or  consent to the entry of any  judgment  in any
pending  or  threatened  claim,   action  or  proceeding  in  respect  of  which
indemnification could be sought in accordance with the indemnification provision
of this Agreement  (whether or not you are an actual or potential  party to such
claim, action or proceeding). Under no circumstances shall the Company be liable
for the costs and expenses of any settlement of any action, proceeding,  suit or
claim effected by you without the prior written consent of the Company.

         23. You shall  arrange to comply  with all  requirements  under the tax
laws  of  the  United   States,   including   those   relating  to  missing  Tax
Identification Numbers, and shall file any



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<PAGE>


appropriate  reports with the Internal Revenue Service.  The Company understands
that  you  are  required,  in  certain  instances,  to  backup  withhold  at the
applicable rate with respect to interest paid on the Exchange Notes and proceeds
from the sale,  exchange,  redemption or  retirement of the Exchange  Notes from
holders who have not supplied their correct Taxpayer  Identification  Numbers or
required  certification.  Such funds will be turned over to the Internal Revenue
Service in accordance with applicable regulations.

         24. You shall  notify the Company of the amount of any  transfer  taxes
payable in respect of the exchange of Old Notes and shall deliver or cause to be
delivered,  in a timely  manner,  to each  governmental  authority  to which any
transfer taxes are payable in respect of the exchange of Old Notes your check in
the amount of all transfer taxes so payable,  and,  subject to the provisions of
Section 8(c) of this  Agreement,  the Company shall reimburse you for the amount
of any and all transfer  taxes  payable in respect of the exchange of Old Notes;
PROVIDED  HOWEVER,  that you shall reimburse the Company for amounts refunded to
you in respect of your payment of any such transfer  taxes, at such time as such
refund is received by you.

         25. This Agreement and your  appointment  as Exchange  Agent  hereunder
shall be construed and enforced in accordance  with the laws of the State of New
York  applicable to  agreements  made and to be performed  entirely  within such
state, and without regard to conflicts of law principles, and shall inure to the
benefit  of, and the  obligations  created  hereby  shall be binding  upon,  the
successors  and permitted  assigns of each of the parties  hereto and nothing in
this  Agreement,  express or implied,  is  intended to or shall  confer upon any
other person any right,  benefit or remedy of any nature  whatsoever under or by
reason of this  Agreement.  Without  limitation  of the  foregoing,  the parties
hereto  expressly  agree that no holder of Old Notes or New Notes shall have any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

         26. The Company and you hereby submit to the exclusive jurisdictions of
the Federal and state courts in the Borough of Manhattan in The City of New York
in any suit or  proceeding  arising out of or relating to this  Agreement or the
transactions contemplated hereby.

         27. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original  and all of which taken  together  shall
constitute one and the same agreement.

         28. In case any provision of this Agreement  shall be invalid,  illegal
or  unenforceable,  the validity,  legality and  enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         29. This  Agreement  shall not be deemed or  construed  to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument  signed  by a  duly  authorized  representative  of the  party  to be
charged.



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<PAGE>


         30. Unless otherwise provided herein,  all notices,  requests and other
communications to any party hereunder shall be in writing (including  facsimile)
and shall be given to such  party,  addressed  to it, at its address or telecopy
number set forth below:

                  If to the Company:

                           OMI Corporation
                           One Station Place
                           Stamford, CT  06902
                           Telephone:  203-602-6700
                           Facsimile:  203-602-6701
                           Attention:  Fredric S. London

                  With a copy to:

                           Coudert Brothers LLP
                           1114 Avenue of the Americas
                           New York, NY 10036
                           Telephone:  212 626 4218
                           Facsimile:  212-626-4120
                           Attention:  Robert L. Clare III

                  If to the Exchange Agent:

                           HSBC Bank USA
                           452 Fifth Avenue
                           New York, NY 10018
                           Facsimile:  (212) 525-1300
                           Attention:  Issuer Services

         31. Unless  terminated  earlier by the parties  hereto,  this Agreement
shall  terminate 90 days  following the  Expiration  Date.  Notwithstanding  the
foregoing, Paragraphs 19 and 22 shall survive the termination of this Agreement.
Upon any  termination  of this  Agreement,  you shall  promptly  deliver  to the
Company  any  certificates  for Notes,  funds or  property  (including,  without
limitation,  Letters of  Transmittal  and any other  documents  relating  to the
Exchange Offer) then held by you as Exchange Agent under this Agreement.

         32. You may resign from your duties  under this  Agreement by giving to
the Company thirty days' prior written notice. If you resign or become incapable
of acting as  Exchange  Agent and the  Company  fails to appoint a new  exchange
agent  within a period of thirty  days after it has been  notified in writing of
such  resignation  or  incapacity  by you, the Company shall appoint a successor
exchange agent or assume all of the duties and  responsibilities of the Exchange
Agent.  Any  successor  exchange  agent  shall be vested  with the same  powers,
rights, duties and



                                       10
<PAGE>


responsibilities  as if it had been  originally  named as Exchange Agent without
any further act or deed;  but you shall  deliver and  transfer to the  successor
exchange agent any Property at the time held by you  hereunder,  and execute and
deliver  any  further  assurance,  conveyance,  act or deed  necessary  for such
purpose.

         33.  This  Agreement  shall be  binding  and  effective  as of the date
hereof.

         Please   acknowledge   receipt  of  this   Agreement  and  confirm  the
arrangements herein provided by signing and returning the enclosed copy.



                                               OMI CORPORATION



                                               By:
                                                   ---------------------------
                                                   Name:
                                                   Title:



Accepted as of the date
first above written:

HSBC BANK USA, as Exchange Agent


By:
    ----------------------------
    Name:
    Title:







                                       11
<PAGE>


SCHEDULE 1

OMI CORPORATION
EXCHANGE AGENCY
FEE SCHEDULE



Flat Fee.................................................................$ [TBD]


Out-Of-Pocket Expenses

         Fees quoted do not include  out-of-pocket  expenses including,  but not
limited to, reasonable legal fees and expenses, facsimile,  stationary, postage,
telephone,  overnight courier and messenger costs, all of which shall be paid by
the Company.