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                   CALIFORNIA PETROLEUM TRANSPORT CORPORATION



                                       and





                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION






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                        COLLATERAL ASSIGNMENT OF CHARTER

                           Dated as of March 31, 2006

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<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                   ASSIGNMENT


Section 2.01       Security Interest ....................................... 1
Section 2.02       Assignment .............................................. 1
Section 2.03       Issuer to Remain Liable ................................. 2

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 3.01       Organization, Power and Status of the Issuer ............ 2
Section 3.02       Authorization; Enforceability; Execution and Delivery ... 3
Section 3.03       No Conflicts; Laws and Consents; No Default ............. 3
Section 3.04       Governmental Approvals .................................. 3
Section 3.05       Litigation .............................................. 3
Section 3.06       No Prior Assignment ..................................... 3
Section 3.07       The Assignment of Charter ............................... 3

                                   ARTICLE IV
                             COVENANTS OF THE ISSUER

Section 4.01       Consent of Charterer and Owner .......................... 4
Section 4.02       Enforcement of Assignment of Charter .................... 4
Section 4.03       Amendment of Assignment of Charter; Collateral
                   Assignment of Charter ................................... 4
Section 4.04       Performance of Obligations .............................. 4
Section 4.05       Notices ................................................. 5
Section 4.06       Further Assurances ...................................... 5
Section 4.07       Collateral Trustee as Attorney-in-Fact of Issuer ........ 5

                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

Section 5.01       Amendment ............................................... 5
Section 5.02       Severability ............................................ 5
Section 5.03       Notices ................................................. 5
Section 5.04       Captions ................................................ 6
Section 5.05       Governing Law ........................................... 6
Section 5.06       No Partnership .......................................... 6
Section 5.07       Counterparts ............................................ 6
Section 5.08       Survival ................................................ 6
Section 5.09       Integration ............................................. 6
Section 5.10       Reproduction of Documents ............................... 6
Section 5.11       Successors and Assigns: Assignment ...................... 6
Section 5.12       General Interpretive Principles ......................... 7
Section 5.13       Effective Date of Transaction ........................... 7


<PAGE>


          Collateral  Assignment  of  Charter,  dated as of March 31,  2006 (the
"Assignment"), between California Petroleum Transport Corporation, a corporation
organized under the laws of the State of Delaware (the "Issuer") and J.P. Morgan
Trust Company, National Association (the "Collateral Trustee").

                              PRELIMINARY STATEMENT

          Issuer has issued the Term Mortgage Notes (collectively, the "Notes").
The  Notes  have  been  issued  pursuant  to the  terms  and  conditions  of the
Indenture,  dated as of April 1, 1995,  between  the  Issuer and the  Collateral
Trustee,  as indenture  trustee.  The net proceeds of the Notes were used by the
Issuer,  among other  things,  to make loans to CalPetro  Tankers  (Bahamas III)
Limited (the "Owner") pursuant to the Term Loan Agreement, which was used by the
Owner to acquire the m.t. Virgo Voyager  (ex-"William E. Crain")" (the "Vessel")
from  Chevron  Transport  Corporation  (the  "Initial  Charterer").  The Initial
Charterer has  re-delivered  the Vessel to Owner, and the Owner has entered into
that certain Bareboat  Charter dated March 31, 2006 (the "Charter")  between the
Owner and Front  Voyager  Inc., as charterer  (the  "Charterer").  As collateral
security  for its  obligations  under the  Indenture,  the Issuer  will  assign,
pledge,  mortgage and grant the Collateral Trustee a security interest in, inter
alia,  all of the Issuer's  right,  title and interest in and to the Charter and
the Assignment of Charter.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements  herein  contained and of other  valuable  consideration,  receipt of
which is hereby acknowledged, the Collateral Trustee and the Issuer hereby agree
as follows:

                                    ARTICLE I

                                  DEFINITIONS

          Capitalized  terms used in this  Assignment  shall  have the  meanings
assigned to such terms in Schedule 1 to this Assignment,  and the definitions of
such terms shall be equally  applicable to both the singular and plural forms of
such terms.

                                   ARTICLE II

                                   ASSIGNMENT

          Section 2.01 Security Interest.  This Assignment is made and delivered
as security for the Term Obligations.

          Section 2.02 Assignment. In order to provide for the payment of and as
security for the Term Obligations,  the Issuer has sold, assigned,  transferred,
set over and granted a security interest and does hereby sell, assign, transfer,
set  over  and  grant a  security  interest  unto the  Collateral  Trustee,  its
successors and assigns,  for its and their  respective  successors' and assigns'
own proper use and benefit, all of the Issuer's right, title and interest in and
to the Charter and the Assignment of Charter,  including without  limitation any
moneys whatsoever  payable to the Issuer under the Charter and the Assignment of
Charter,  together with the income and proceeds thereof and all other rights and
benefits  whatsoever accruing to the Issuer under the Charter and the Assignment
of Charter; provided, however, that the Issuer shall keep the Collateral Trustee
fully and effectively indemnified from and against all actions,  losses, claims,
proceedings,  costs,  demands  and  liabilities  which  may be  suffered  by the
Collateral  Trustee under or by virtue of the Charter,  Assignment of Charter or
this Assignment.

          Section 2.03 Issuer to Remain Liable.  (a) Anything in this Assignment
contained to the contrary notwithstanding,  the Issuer shall remain liable under
the  Assignment of Charter,  and shall  observe,  perform and fulfill all of the
conditions  and  obligations  to be  observed,  performed  and  fulfilled  by it
thereunder,  and the Collateral Trustee shall have no obligation or liability of
any  kind  whatsoever  thereunder  or  by  reason  of or  arising  out  of  this
Assignment,  nor shall the Collateral Trustee be under any liability  whatsoever
in the event of any failure by the Issuer to perform its obligations  thereunder
or be required or obligated in any manner to observe,  perform or fulfill any of
the conditions or obligations of the Issuer thereunder or pursuant  thereto,  or
to make any  payment or to make any inquiry as to the nature or  sufficiency  of
any payment received by it or the Issuer  thereunder,  or to present or file any
claim,  or to take any other  action to collect or  enforce  the  payment of any
amounts which may have been assigned to the  Collateral  Trustee or to which the
Collateral Trustee may be entitled hereunder at any time or times.

          (b) Any and all rights assigned herein may be further  assigned by the
Collateral  Trustee,  including,   without  being  limited  to,  assignments  in
connection with the  enforcement of the assignments  made by this Assignment and
any  subsequent  holder of this  Assignment  shall  succeed  to and have all the
rights and powers of the Collateral Trustee under this Assignment.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          The Issuer hereby represents and warrants to the Collateral Trustee as
follows:

          Section 3.01 Organization,  Power and Status of the Issuer. The Issuer
(a) is a corporation  duly formed,  validly  existing and in good standing under
the laws of the State of  Delaware  and (b) is duly  authorized,  to the  extent
necessary,  to do  business  in each  jurisdiction  where the  character  of its
properties or the nature of its activities makes such  qualification  necessary.
The Issuer has all  requisite  corporate  power and authority to own and operate
the  property  it  purports  to own and to carry on its  business  as now  being
conducted and as proposed to be conducted in respect of the Vessel.

          Section 3.02  Authorization;  Enforceability;  Execution and Delivery.
(a) The Issuer has all  necessary  corporate  power and  authority  to  execute,
deliver and perform under this Assignment.

          (b) All  action on the part of the  Issuer  that is  required  for the
authorization,  execution,  delivery and performance of this Assignment has been
duly and effectively taken; and the execution,  delivery and performance of this
Assignment  does not  require the  approval or consent of any Person  except for
such consents and approvals as have been obtained.

          (c) This  Assignment  has been  duly  executed  and  delivered  by the
Issuer.  This Assignment  constitutes the legal, valid and binding obligation of
the Issuer, enforceable against it in accordance with the terms thereof.

          Section 3.03 No Conflicts;  Laws and Consents; No Default. (a) Neither
the execution,  delivery and performance of this Assignment nor the consummation
of any of the transactions  contemplated hereby nor performance of or compliance
with the terms and  conditions  hereof (i)  contravenes  any  Requirement of Law
applicable  to the  Issuer  or (ii)  constitutes  a default  under any  Security
Document.

          (b) The Issuer is in compliance  with and not in default under any and
all Requirements of Law applicable to the Issuer and all terms and provisions of
this Assignment.

          Section 3.04 Governmental Approvals.  All Governmental Approvals which
are  required to be obtained  in the name of the Issuer in  connection  with the
execution,  delivery and  performance by the Issuer of this Assignment have been
obtained and are in effect.

          Section 3.05 Litigation. There are no actions, suits or proceedings at
law or in equity or by or before any Governmental  Authority now pending against
the Issuer or, to the best of the  Issuer's  knowledge,  threatened  against the
Issuer or pending or  threatened  against any property or other assets or rights
of any of the Issuer with respect to this Assignment.

          Section  3.06 No Prior  Assignment.  The  Issuer has not  assigned  or
pledged, and hereby covenants that it will not assign or pledge, so long as this
Assignment shall remain in effect,  the Charter and the Assignment of Charter or
any part of the rights,  titles and interests hereby  assigned,  to anyone other
than the Collateral Trustee, or its successors or assigns.

          Section 3.07 The  Assignment  of Charter.  The  Assignment  of Charter
constitutes  the legal,  valid and binding  obligation  of the Issuer and of the
Issuer as  "Lender"  thereunder  and is in full  force and effect in the form of
Exhibit "A" attached  hereto;  there are no  amendments,  additions,  addenda or
modifications   thereto;  said  Exhibit  "A"  represents  the  entirety  of  the
chartering  and other  arrangements  referred  to  therein;  and  neither of the
parties thereto is in default thereunder.

                                   ARTICLE IV

                             COVENANTS OF THE ISSUER

          The Issuer hereby covenants and agrees that so long as any of the Term
Mortgage Notes remains outstanding:

          Section 4.01 Consent of Charterer and Owner.  The Issuer shall deliver
to the Charterer and the Owner a copy of this  Assignment  and shall procure the
execution by the Charterer and the Owner of the Consents and  Acknowledgment set
out in Exhibits A-1 and A-2 hereto and deliver said Consents and  Acknowledgment
to the Collateral Trustee.

          Section 4.02 Enforcement of Assignment of Charter. (a) The Issuer will
do or permit to be done each and every act or thing which the Collateral Trustee
may from  time to time require  to be done for the  purpose  of  enforcing  the
Collateral  Trustee's  rights under the Charter,  the  Assignment of Charter and
this  Assignment.  (b) If an Event of Default  shall occur under either the Term
Indenture,  the Issuer  shall cause all moneys  hereby  assigned or agreed to be
assigned  or  arising  from or in  connection  with  any of the  rights,  title,
interest  and  benefits of the Issuer  under the Charter and the  Assignment  of
Charter to be paid to JPMorgan  Chase Bank,  N.A., ABA # 021000021 for credit to
Acct. No. ###-##-####,  regarding California Petroleum Transport Corporation, or
to such other  account as the  Collateral  Trustee may from time to time direct.
(c) The Issuer  will not  exercise  any right or powers  conferred  on it by the
Assignment of Charter in connection  with any default or alleged  default by the
Charterer or Owner thereunder or under the Charter (including without limitation
the right of termination and  substitution)  unless and until requested so to do
by the  Collateral  Trustee  whereupon  the  Issuer  agrees  that  it will do so
provided always that the Collateral  Trustee shall not be responsible in any way
whatsoever in the event that the exercise of any right or power  (including  the
right of termination and  substitution)  be thereafter  adjudged  improper or to
constitute a repudiation of the Assignment of Charter by the Issuer.

          Section 4.03 Amendment of Assignment of Charter; Collateral Assignment
of Charter. (a) The Issuer will not, except with the previous written consent of
the Collateral Trustee,  agree to any variation of the Charter or the Assignment
of Charter or release  the Owner or the  Charterer  from any of its  obligations
thereunder  or waive any breach of the Owner's  obligations  thereunder or under
the Charter or consent to any such act or omission of the Owner or the Charterer
as would otherwise constitute such breach.

          (b) The Issuer will not,  except with the previous  written consent of
the Collateral  Trustee,  assign the Charter or the Assignment of Charter to any
other Person.

          Section 4.04  Performance of Obligations.  The Issuer will perform its
obligations  under the Assignment of Charter and use its best endeavors to cause
the Owner to perform its obligations under the Assignment of Charter.

          Section 4.05  Notices.  The  Issuer  will send a copy of all  notices
received  or  given by it under  the  Assignment  of  Charter  forthwith  to the
Collateral Trustee.

          Section 4.06 Further Assurances.  The Issuer will at any time and from
time to time, upon the written request of the Collateral  Trustee,  promptly and
duly execute and deliver any and all such further  instruments and documents and
take such action as the Collateral Trustee may deem desirable in order to obtain
the full  benefits  of this  Assignment  and of the  rights  and  powers  herein
granted.

          Section 4.07 Collateral  Trustee as  Attorney-in-Fact  of Issuer.  The
Issuer  hereby  constitutes  the  Collateral  Trustee,  and its  successors  and
assigns, its true and lawful attorney-in-fact,  irrevocably,  with full power in
its own name, in the name of its agents or nominees or in the name of its agents
or nominees or in the name of the Issuer or otherwise, to ask, require,  demand,
receive,  enforce and give  acquittance  for,  any and all moneys and claims for
moneys due and to become due and payable  under or arising out of the Charter or
the Assignment of Charter,  to endorse any checks or other instruments or orders
in  connection  therewith and to file any claims or take any action or institute
any  proceedings  which to the  Collateral  Trustee may deem to be  necessary or
advisable  under  this  Assignment.  Any  action or  proceeding  brought  by the
Collateral  Trustee  pursuant to any of the  provisions  of this  Assignment  or
otherwise  and  any  claim  made  by the  Collateral  Trustee  hereunder  may be
compromised, withdrawn or otherwise dealt with by the Collateral Trustee without
any notice to or approval of the Issuer.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

          Section 5.01  Amendment.  This  Assignment may be amended from time to
time by written agreement signed by the parties hereto.

          Section 5.02 Severability. If any provision of this Assignment is held
to be in conflict  with any  applicable  statute or rule of law or is  otherwise
held to be unenforceable for any reason whatsoever, such circumstances shall not
have  the  effect  of  rendering  the  provision  in  question   inoperative  or
unenforceable  in any other  case or  circumstance,  or of  rendering  any other
provision or provisions herein contained invalid,  inoperative, or unenforceable
to any extent whatsoever. The invalidity of any one or more phrases,  sentences,
clauses or Sections of this Assignment contained, shall not affect the remaining
portions of this Assignment, or any part thereof.

          Section  5.03  Notices.   All  demands,   notices  and  communications
hereunder  shall be in  writing,  personally  delivered  or mailed by  certified
mail-return receipt requested,  and shall be deemed to have been duly given upon
receipt  (a) in the  case  of the  Issuer,  at  the  following  address:  c/o JH
Management Corporation, Room 6/9, One International Place, Boston, Massachusetts
02110-2624, (b) in the case of the Collateral Trustee, at the following address:
Corporate Trust Office, 600 Travis Street, Suite 1150, Houston,  Texas 77002, or
at other such address as shall be designated  by such party in a written  notice
to the other parties.

          Section 5.04 Captions. The captions or headings in this Assignment are
for convenience only and in no way define, limit or describe the scope or intent
of any provisions or sections of this Assignment.

          Section 5.05 Governing Law. This  Assignment  shall be governed by and
interpreted in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law.

          Section 5.06 No Partnership.  Nothing herein contained shall be deemed
or construed to create a partnership  or joint venture among the parties  hereto
and the  services of each party shall be rendered as an  independent  contractor
and not as agent for any other party.

          Section  5.07  Counterparts.  This  Assignment  may be executed in any
number of counterparts and by different parties hereto on separate  counterpart,
each of  which  shall be  deemed  to be an  original.  Such  counterparts  shall
constitute one and the same agreement.

          Section 5.08 Survival.  The representations,  covenants and agreements
contained  in or made  pursuant to this  Assignment  in respect of either  party
hereto shall  survive the execution  and delivery of this  Assignment  and shall
continue  in  effect  so long  as  such  parry's  obligations  hereunder  remain
outstanding.

          Section  5.09  Integration.  This  Assignment  and  the  Schedule  and
Exhibits hereto  constitute the entire agreement and  understanding  between the
parties  hereto with respect to the subject  matter  hereof and  supersedes  all
prior agreements,  understandings or  representations  pertaining to the subject
matter hereof, whether oral or written. There are no warranties, representations
or other  agreements  between the parties in connection  with the subject matter
hereof except as specifically set forth or incorporated herein.

          Section  5.10  Reproduction  of  Documents.  This  Assignment  and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, (b) documents received by any
party at the  closing,  and (c)  financial  statements,  certificates  and other
information  previously  or  hereafter  furnished,  may  be  reproduced  by  any
electronic, digital, photographic, photostatic, microfilm, micro-card, miniature
photographic  or  other  similar  process.  The  parties  agree  that  any  such
reproduction  shall be  admissible  in  evidence as the  original  itself in any
judicial  or  administrative  proceeding  (whether  or not  the  original  is in
existence and whether or not such reproduction was made in the regular course of
business) and that any  enlargement,  facsimile or further  reproduction of such
reproduction shall likewise be admissible in evidence.

          Section 5.11 Successors and Assigns: Assignment. This Assignment shall
be  binding  upon and inure to the  benefit  of the  Issuer  and the  Collateral
Trustee and their respective successors and assigns.  Neither the Issuer nor the
Collateral  Trustee  shall have the right to assign its rights  hereunder or any
interest herein without the prior written consent of the other party.

          Section 5.12  General  Interpretive  Principles.  For purposes of this
Assignment  except  as  otherwise  expressly  provided  or  unless  the  context
otherwise  requires:

          (a) the defined terms in this  Assignment  shall include the plural as
well as the  singular,  and the use of any  gender  herein  shall be  deemed  to
include any other gender;

          (b)  accounting  terms not otherwise  defined herein have the meanings
assigned to them in accordance with generally accepted accounting  principles as
in effect on the date hereof;

          (c)  references  herein  to  "Articles",  "Sections",   "Subsections",
"paragraphs",  and other  subdivisions  without  reference  to a document are to
designated Articles, Sections, Subsections, paragraphs and other subdivisions of
this Assignment;

          (d) a reference to a Subsection without further reference to a Section
is a reference to such  Subsection as contained in the same Section in which the
reference  appears,  and this rule  shall  also  apply to  paragraphs  and other
subdivisions;

          (e) the words  "herein",  "hereof',  "hereunder"  and  other  words of
similar  import refer to this  Assignment  as a whole and not to any  particular
provision; and

          (f) the term "include" or "including" shall mean without limitation by
reason of enumeration.

          IN WITNESS WHEREOF,  the Issuer and the Collateral Trustee have caused
this Assignment to be duly executed and delivered by their  respective  officers
thereunto duly authorized all as of the day and year fast above written.

                                     CALIFORNIA PETROLEUM TRANSPORT
                                     CORPORATION, as Issuer



                                     By:    /s/ Douglas Donalson
                                            ----------------------------------
                                     Name:  Douglas Donalson
                                     Title: Treasurer



                                     J.P MORGAN TRUST COMPANY, NATIONAL
                                     ASSOCIATION, as Collateral Trustee



                                     By:  /s/ Mary Jane Henson
                                           ----------------------------------
                                     Name:  Mary Jane Henson
                                     Title: Vice President

<PAGE>


                                                                     Exhibit A-1

                            LETTER OF ACKNOWLEDGMENT
                       TO COLLATERAL ASSIGNMENT OF CHARTER

                                                           March 31, 2006


CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Lender

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Trustee

Dear Sirs:

          The undersigned  hereby consents to and acknowledges  receipt of (i) a
signed copy of the Assignment of Charter (the  "Assignment"),  dated as of March
31, 2006,  between  CalPetro  Tankers  (Bahamas  III) Limited (the  "Owner") and
California Petroleum Transport  Corporation (the "Lender") as adequate notice of
such  assignment to the Lender of the Charter (as defined in the Assignment) and
of all the right,  title and  interest of the Owner in, to and under the Charter
and (ii) a signed copy of the Collateral  Assignment of Charter (the "Collateral
Assignment"),  dated as of March 31,  2006,  between the Lender and J.P.  Morgan
Trust  Company,  National  Association  (the  "Collateral  Trustee") as adequate
notice of such further  assignment to the Collateral  Trustee of the Charter and
all of the right, title and interest of the Lender in, to and under the Charter.

          So long as the Assignment remains effective,  we hereby agree that (a)
upon  notification to us of the occurrence of an Event of Default under the Term
Loan  Agreement  referred  to in the  Assignment,  we shall pay any and all sums
which we are legally obligated to pay to the Owner or otherwise as stated in and
according  to the  Charter  directly  to the  Collateral  Trustee's  Account  at
JPMorgan Chase Bank, N.A., ABA # 021000021 for credit to Acct. No.  ###-##-####,
regarding California Petroleum Transport Corporation, or otherwise to such other
account as you may at an time or from time to time, designate by notice to us in
writing  and  (b)  with  respect  to each of the  insurances,  if any,  obtained
pursuant  to Clause 11 of the  Charter,  the Lender and the  Collateral  Trustee
shall, if possible, be named additional assureds.

          Payments  of moneys  under the  Charter  may be  adjusted,  reduced or
withheld only as expressly provided therein.  Payments to the Collateral Trustee
shall not be subject  to any right of set-off or defense by way of  counterclaim
or  otherwise  which the  undersigned  may have  against the Owner or any entity
substituted for it other than under the Charter and all payment once made to you
will be final,  and once paid we will not,  for any reason  whatsoever,  seek to
recover from the  Collateral  Trustee any such  payment  made to the  Collateral
Trustee by virtue of the Assignment, the Collateral Assignment or this Letter of
Consent.

          We  confirm  that the terms of the  Charter  remain in full  force and
effect and  constitute  the entire  agreement  between the parties  thereto with
respect to the Vessel and that the Owner is not  presently  to our  knowledge in
breach of the terms of the  Charter.  We further  confirm  that the terms of the
Charter  have not been varied or modified and that the terms of the Charter will
not after  the date  hereof be varied  or  modified  without  the prior  written
consent of the Collateral Trustee.

          We confirm that we have received no prior notice of any  assignment by
the Owner of any interest in the Charter.

          The   undersigned   will  not  permit  any  amendment,   modification,
cancellation  or other  alteration  in the  Charter,  nor will it  consent to or
accept the substitution thereunder of any party for the Owner without your prior
written consent.

                                              FRONT VOYAGER INC., as Charterer


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


<PAGE>


                                                                     Exhibit A-2


                            LETTER OF ACKNOWLEDGMENT
                       TO COLLATERAL ASSIGNMENT OF CHARTER



                                                       ----------------,2006


J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Collateral Trustee


Dear Sirs:

          The  undersigned  hereby  consents  to and  acknowledges  receipt of a
signed copy of the Collateral Assignment of Charter (the "Assignment"), dated as
of March 31, 2006,  between  California  Petroleum  Transport  Corporation  (the
"Issuer")  and  yourselves as adequate  notice of such  assignment to you of the
Assignment of Charter (as defined in the Assignment) and of all the right, title
and interest of the Issuer in, to and under the Assignment of Charter.

          So long as the  Assignment  remains  effective,  we hereby agree that,
upon your  notification to us of the occurrence of an Event of Default under the
Term  Indenture  referred  to in the  Assignment,  we shall pay any and all sums
which we are legally  obligated  to pay to the Issuer or  otherwise as stated in
and  according to the  Assignment  of Charter  directly to JPMorgan  Chase Bank,
N.A., ABA # 021000021 for credit to Acct. No. ###-##-####,  regarding California
Petroleum Transport  Corporation,  or otherwise to such other account as you may
at any time or from time to time, designate by notice to us in writing.

          Payments of moneys  under the  Assignment  of Charter may be adjusted,
reduced or withheld only as expressly  provided  therein.  Payments to you shall
not be subject to any right of  set-off  or  defense by way of  counterclaim  or
otherwise  which the  undersigned  may have  against  the  Issuer or any  entity
substituted  for it other than under the  Assignment of Charter and all payments
once  made to you will be  final,  and once  paid we will  not,  for any  reason
whatsoever,  seek to  recover  any such  payment  made to you by  virtue  of the
Assignment or this Letter of Consent.

          We confirm that the terms of the  Assignment of Charter remain in full
force and effect and constitute the entire agreement between the parties thereto
with  respect  to the  Charter  and  that the  Issuer  is not  presently  to our
knowledge  in breach of the  terms of the  Assignment  of  Charter.  We  further
confirm  that the terms of the  Assignment  of Charter  have not been  varied or
modified and that the terms of the Assignment of Charter will not after the date
hereof be varied or modified without your prior written consent.

          We confirm that we have received no prior notice of any  assignment by
the Issuer of any interest in the Assignment of Charter.

          The   undersigned   will  not  permit  any  amendment,   modification,
cancellation  or other  alteration  in the  Assignment  of Charter,  nor will it
consent to or accept  the  substitution  thereunder  of any party for the Issuer
without your prior written consent.

                                     CALPETRO TANKERS (BAHAMAS III) LIMITED,
                                     as Owner


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


<PAGE>


                                   SCHEDULE 1

                      Defined Terms Used in the Assignment

          "Assignment of Charter"  means the  assignment  between the Issuer and
the Owner,  as amended from time to time in accordance  with the terms  thereof,
pursuant  to which the Owner  assigns to the Issuer all of its right,  title and
interest in, to and under the Charter to secure its  obligations  under the Loan
Agreements.

          "Business Day" means any day other than a Saturday,  a Sunday or a day
on which banking  institutions  in New York,  New York, or in the city and state
where the  Trustee's  principal  offices  are  located,  are  authorized  or are
obligated by law, executive order or governmental decree to be closed.

          "Front Voyager Inc." means Front Voyager Inc., a Liberian corporation.

          "Closing Date" means March 31, 2006.

          "Collateral  Assignment of Charter" means the  assignment  between the
Issuer and the  Collateral  Trustee,  as amended from time to time in accordance
with the terms  thereof,  pursuant to which the Issuer assigns to the Collateral
Trustee all of its right,  title and interest in, to and under the Assignment of
Charter to secure its obligations under the Indentures.

          "Collateral   Trustee"  means  J.P  Morgan  Trust  Company,   National
Association.

          "Event of Default" means an Event of Default under Section 4.01 of the
Indentures.

          "Governmental  Approval" means any authorization,  consent,  approval,
license,   franchise,   lease,  ruling,  permit,  tariff,  rate,  certification,
exemption, filing or registration by or with any Governmental Authority relating
to the ownership of the Collateral or to the execution,  delivery or performance
of any Security Document.

          "Governmental  Authority" means the federal  government,  any state or
other  political  subdivision  thereof,  and any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government and any other  governmental  entity with authority over the Issuer
or operation of the Vessels.

          "Indenture" means the Indenture, dated as of April 1, 1995 between the
Issuer and the Trustee pursuant to which the Term Mortgage Notes were issued.

          " Charter"  means with respect to each Vessel,  the Bareboat  Charter,
dated March 31, 2006, between the Charterer and the Owner.

          "Charterer" means Front Voyager Inc., a Liberian corporation.

          "Issuer"  means  California   Petroleum   Transport   Corporation,   a
corporation organized under the laws of the State of Delaware.

          "Law" means any statute,  law,  rule,  regulation,  ordinance,  order,
code, policy or rule of common law, now or hereafter in effect, and any judicial
or  administrative   interpretation  thereof  by  a  Governmental  Authority  or
otherwise,  including any judicial or  administrative  order,  consent decree or
judgment.

          "Mortgage" means, with respect to the Vessel, the first preferred ship
mortgages on the Vessel granted by the Owner to the Issuer, as amended from time
to time in accordance with the terms of such Mortgage.

          "Owner"  means  CalPetro  Tankers  (Bahamas  III)  Limited,  a company
organized under the laws of The Commonwealth of the Bahamas.

          "Person" means an individual,  a partnership,  a corporation,  a joint
venture, an unincorporated association, a joint-stock company, a trust, or other
entity or a government or any agency or political subdivision thereof.

          "Requirement of Law"  means,  as to any  Person,  the  certificate  of
incorporation  and by-laws or partnership  agreement or other  organizational or
governing  documents of such Person,  and, any Law applicable to or binding upon
such  Person  or any of its  properties  or to which  such  Person or any of its
properties is subject.

          "Security  Documents"  means  the  Collateral  Trust  Agreement,   the
Collateral Assignment of Charter, and the Assignment of Mortgage, collectively.

          "State"  means  any state of the  United  States of  America  and,  in
addition, the District of Columbia.

          "Term Indenture"  means the Term Indenture,  dated as of April 1, 1995
between the Trustee and the Issuer  pursuant to which the Issuer issues the Term
Mortgage Notes.

          "Term Mortgage Notes" means 8.52% First  Preferred  Mortgage Notes Due
2015 in the initial aggregate amount of $117,900,000 issued by the Issuer.

          "Term  Obligations"  means the payment,  performance or obligations of
any kind or nature  whatsoever  of the  Issuer  under and  pursuant  to the Term
Indenture,  any  Security  Document  and any  instrument,  agreement or document
referred to therein.

          "Trustee" means J.P. Morgan Trust Company, National Association.

          "Vessel" shall  have  the  meaning  assigned  to  such  term  in  the
Preliminary Statement of this Assignment.



<PAGE>

                       OWNER'S LETTER OF ACKNOWLEDGMENT TO
                        COLLATERAL ASSIGNMENT OF CHARTER



                                                       March 31, 2006




JP MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Collateral Trustee


Dear Sirs:

          The  undersigned  hereby  consents  to and  acknowledges  receipt of a
signed copy of the Collateral Assignment of Charter (the "Assignment"), dated as
of March 31, 2006,  between  California  Petroleum  Transport  Corporation  (the
"Issuer")  and  yourselves as adequate  notice of such  assignment to you of the
Assignment of Charter (as defined in the Assignment) and of all the right, title
and interest of the Issuer in, to and under the Assignment of Charter.

          So long as the  Assignment  remains  effective,  we hereby agree that,
upon your  notification to us of the occurrence of an Event of Default under the
Term  Indenture  referred  to in the  Assignment,  we shall pay any and all sums
which we are legally  obligated  to pay to the Issuer or  otherwise as stated in
and according to the Assignment of Charter directly to JPMorgan Chase Bank, NA.,
ABA #  021000021  for credit to Acct.  No.  ###-##-####,  regarding  California
Petroleum Transport  Corporation,  or otherwise to such other account as you may
at any time or from time to time, designate by notice to us in writing.

          Payments of moneys  under the  Assignment  of Charter may be adjusted,
reduced or withheld only as expressly  provided  therein.  Payments to you shall
not be subject to any right of set-off or  defense'  by way of  counterclaim  or
otherwise  which the  undersigned  may have  against  the  Issuer or any  entity
substituted  for it other than under the  Assignment of Charter and all payments
once  made to you wi11 be  final,  and once  paid we will  not,  for any  reason
whatsoever,  seek to  recover  any such  payment  made to you by  virtue  of the
Assignment or this Letter of Consent.

          We confirm that the terms of the  Assignment of Charter remain in full
force and effect and constitute the entire agreement between the parties thereto
with  respect  to the  Charter  and  that the  Issuer  is not  presently  to our
knowledge  in breach of the  terms of the  Assignment  of  Charter.  We  further
confirm  that the terms of the  Assignment  of Charter  have not been  varied or
modified and that the terms of the Assignment of Charter will not after the date
hereof be varied or modified without your prior written consent.