Exhibit 4.22


Shipbuilding
and Construction Agreements between Stolt-Nielsen Transportation Group B.V. and

SLS Shipbuilding Co., Ltd.


	
  Signing Date

  	
   

  	
  Hull No.

  	
   

  	
  IMO Classification

  	
   

  	
  DWT

  	
   

  	
  Delivery Date

  	
   

  	
  Contract Price

  	
   

  
	
  June 9, 2005

  	
   

  	
  S-473

  	
   

  	
  2/3

  	
   

  	
  44,000

  	
   

  	
  May
  28, 2008

  	
   

  	
  $

  	
  57,480,000

  	
   

  
	
  June 9, 2005

  	
   

  	
  S-474

  	
   

  	
  2/3

  	
   

  	
  44,000

  	
   

  	
  September
  30, 2008

  	
   

  	
  $

  	
  57,480,000

  	
   

  
	
  June 9, 2005

  	
   

  	
  S-475

  	
   

  	
  2/3

  	
   

  	
  44,000

  	
   

  	
  November
  27, 2008

  	
   

  	
  $

  	
  57,480,000

  	
   

  
	
  June 9, 2005

  	
   

  	
  S-476

  	
   

  	
  2/3

  	
   

  	
  44,000

  	
   

  	
  February
  12, 2009

  	
   

  	
  $

  	
  57,480,000

  	
   

  
	
  October 27, 2006

  	
   

  	
  S504

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  May
  31, 2010

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  October 27, 2006

  	
   

  	
  S505

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  August
  31, 2010

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  October 27, 2006

  	
   

  	
  S506

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  November
  30, 2010

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  October 27, 2006

  	
   

  	
  S507

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  February
  28, 2011

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  April 10, 2007

  	
   

  	
  S516

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  May
  31, 2011

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  April 10, 2007

  	
   

  	
  S517

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  August
  31, 2011

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  April 10, 2007

  	
   

  	
  S518

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  November
  30, 2011

  	
   

  	
  $

  	
  84,500,000

  	
   

  
	
  April 10, 2007

  	
   

  	
  S519

  	
   

  	
  1/2/3

  	
   

  	
  43,000

  	
   

  	
  February 28, 2012

  	
   

  	
  $

  	
  84,500,000

  	
   

  



 


On each of June 9,
2005, October 27, 2006 and April 10, 2007, Stolt-Nielsen S.A.’s wholly owned
subsidiary Stolt-Nielsen Transportation Group B.V., entered into four separate
agreements with SLS Shipbuilding Co., Ltd. for the construction and sale of
four parcel tankers. The June 9, 2005 agreements were originally entered into
with ShinA Shipbuilding Co. Ltd., which was subsequently acquired by SLS
Shipbuilding Co., Ltd. Other than the IMO classifications, DWTs, delivery dates
and contract prices designated in the table above, there are no material
differences between the terms of the agreements.  The agreement for the sale of parcel tanker
Hull No. S-473 is attached hereto as a form.











SHIPBUILDING CONTRACT


FOR


THE CONSTRUCTION AND SALE


OF


One (1) DWT 44,000 IMO II/III
Product/Chemical Tanker


(HULL NO. S473)


BY AND BETWEEN


STOLT-NIELSEN TRANSPORTATION
GROUP B.V.


As Buyer


AND


SHINA SHIPBUILDING CO., LTD.


As Builder











INDEX


	
  PREAMBLE

  	
   

  	
  P-1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I - DESCRIPTION AND CLASS

  	
   

  	
  I-l

  
	
   

  	
   

  	
   

  
	
  1. Description:

  	
   

  	
  I-1

  
	
   

  	
   

  	
   

  
	
  2. Dimensions
  and Characteristics:

  	
   

  	
  I-1

  
	
   

  	
   

  	
   

  
	
  3. Classification,
  Rules and Regulations:

  	
   

  	
  I-2

  
	
   

  	
   

  	
   

  
	
  4. Subcontracting:

  	
   

  	
  I-3

  
	
   

  	
   

  	
   

  
	
  5. Registration:

  	
   

  	
  I-3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II - CONTRACT PRICE AND TERMS OF
  PAYMENT

  	
   

  	
  II-l

  
	
   

  	
   

  	
   

  
	
  1. Contract
  Price:

  	
   

  	
  II-1

  
	
   

  	
   

  	
   

  
	
  2. Adjustment of
  Contract Price:

  	
   

  	
  II-1

  
	
   

  	
   

  	
   

  
	
  3. Currency:

  	
   

  	
  II-1

  
	
   

  	
   

  	
   

  
	
  4. Terms of
  Payment:

  	
   

  	
  II-1

  
	
   

  	
   

  	
   

  
	
  5. Method of
  Payment:

  	
   

  	
  II-3

  
	
   

  	
   

  	
   

  
	
  6. Notice of
  Payment on or before Delivery:

  	
   

  	
  II-4

  
	
   

  	
   

  	
   

  
	
  7. Expenses:

  	
   

  	
  II-4

  
	
   

  	
   

  	
   

  
	
  8. Prepayment:

  	
   

  	
  II-4

  
	
   

  	
   

  	
   

  
	
  9. Documentation:

  	
   

  	
  II-5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

  	
   

  	
  III-1

  
	
   

  	
   

  	
   

  
	
  1. Delivery:

  	
   

  	
  III-1

  
	
   

  	
   

  	
   

  
	
  2. Speed:

  	
   

  	
  III-3

  
	
   

  	
   

  	
   

  
	
  3. Fuel
  Consumption:

  	
   

  	
  III-3

  
	
   

  	
   

  	
   

  
	
  4. Deadweight:

  	
   

  	
  III-4

  
	
   

  	
   

  	
   

  
	
  5. Steel Weight
  Adjustment

  	
   

  	
  III-4

  
	
   

  	
   

  	
   

  
	
  6. Steel Price
  Adjustment

  	
   

  	
  III-5

  
	
   

  	
   

  	
   

  
	
  7. Effect of
  Cancellation:

  	
   

  	
  III-6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS
  AND INSPECTION DURING CONSTRUCTION

  	
   

  	
  IV-1

  
	
   

  	
   

  	
   

  
	
  1. Approval of
  Plans and Drawings:

  	
   

  	
  IV-1

  
	
   

  	
   

  	
   

  
	
  2. Appointment
  of BUYER’s Supervisor:

  	
   

  	
  IV-2

  
	
   

  	
   

  	
   

  
	
  3. Inspection by
  the Supervisor:

  	
   

  	
  IV-2

  
	
   

  	
   

  	
   

  
	
  4. Facilities:

  	
   

  	
  IV-4

  
	
   

  	
   

  	
   

  
	
  5. Liability of
  BUILDER:

  	
   

  	
  IV-4

  



 











 


	
  6. Responsibility of BUYER:

  	
   

  	
  IV-4

  
	
   

  	
   

  	
   

  
	
  ARTICLE V - MODIFICATIONS, CHANGES AND
  EXTRAS

  	
   

  	
  V-1

  
	
   

  	
   

  	
   

  
	
  1. Modification
  of Specifications:

  	
   

  	
  V-1

  
	
   

  	
   

  	
   

  
	
  2. Changes in
  Rules of Classification Society, Regulations, etc.:

  	
   

  	
  V-2

  
	
   

  	
   

  	
   

  
	
  3. Substitution
  of Materials:

  	
   

  	
  V-3

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI - TRIALS AND ACCEPTANCE

  	
   

  	
  VI-1

  
	
   

  	
   

  	
   

  
	
  1. Notice:

  	
   

  	
  VI-1

  
	
   

  	
   

  	
   

  
	
  2. Weather
  Condition:

  	
   

  	
  VI-1

  
	
   

  	
   

  	
   

  
	
  3. How
  Conducted:

  	
   

  	
  VI-2

  
	
   

  	
   

  	
   

  
	
  4. Method of
  Acceptance or Rejection:

  	
   

  	
  VI-2

  
	
   

  	
   

  	
   

  
	
  5. Effect of
  Acceptance:

  	
   

  	
  VI-3

  
	
   

  	
   

  	
   

  
	
  6. Disposition
  of Surplus Consumable Stores

  	
   

  	
  VI-4

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII - DELIVERY

  	
   

  	
  VII-1

  
	
   

  	
   

  	
   

  
	
  1. Time and
  Place:

  	
   

  	
  VII-1

  
	
   

  	
   

  	
   

  
	
  2. When and How
  Effected:

  	
   

  	
  VII-1

  
	
   

  	
   

  	
   

  
	
  3. Documents to
  be delivered to BUYER:

  	
   

  	
  VII-1

  
	
   

  	
   

  	
   

  
	
  4. Tender of
  VESSEL:

  	
   

  	
  VII-3

  
	
   

  	
   

  	
   

  
	
  5. Title and
  Risk:

  	
   

  	
  VII-3

  
	
   

  	
   

  	
   

  
	
  6. Removal of
  VESSEL:

  	
   

  	
  VII-3

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII - DELAYS AND EXTENSION OF TIME
  FOR DELIVERY

  	
   

  	
   

  
	
  (FORCE MAJEURE)

  	
   

  	
  VIII-1

  
	
   

  	
   

  	
   

  
	
  1. Causes of
  Delay (Force Majeure):

  	
   

  	
  VIII-1

  
	
   

  	
   

  	
   

  
	
  2. Notice of
  Delay:

  	
   

  	
  VIII-2

  
	
   

  	
   

  	
   

  
	
  3. Definition of
  Permissible Delay:

  	
   

  	
  VIII-2

  
	
   

  	
   

  	
   

  
	
  4. Right to
  Cancel for Excessive Delay:

  	
   

  	
  VIII-2

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX - WARRANTY OF QUALITY

  	
   

  	
  IX-1

  
	
   

  	
   

  	
   

  
	
  1. Guarantee:

  	
   

  	
  IX-1

  
	
   

  	
   

  	
   

  
	
  2. Notice of
  Defects:

  	
   

  	
  IX-2

  
	
   

  	
   

  	
   

  
	
  3. Remedy of
  Defects:

  	
   

  	
  IX-2

  
	
   

  	
   

  	
   

  
	
  4. Extent of
  BUILDER’s Responsibility:

  	
   

  	
  IX-4

  
	
   

  	
   

  	
   

  
	
  5. Guarantee
  Engineer:

  	
   

  	
  IX-5

  



 











 


	
  ARTICLE X - CANCELLATION BY BUYER

  	
   

  	
  X-l

  
	
   

  	
   

  	
   

  
	
  1. BUILDER’s
  Default and Effect of Default

  	
   

  	
  X-l

  
	
   

  	
   

  	
   

  
	
  2. Notice:

  	
   

  	
  X-2

  
	
   

  	
   

  	
   

  
	
  3. Refund by
  BUILDER:

  	
   

  	
  X-2

  
	
   

  	
   

  	
   

  
	
  4. Discharge of
  Obligations:

  	
   

  	
  X-3

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI - BUYER’s DEFAULT

  	
   

  	
  XI-1

  
	
   

  	
   

  	
   

  
	
  1. Definition of
  BUYER’s Default:

  	
   

  	
  XI-1

  
	
   

  	
   

  	
   

  
	
  2. Effect of
  Default on or before Delivery of VESSEL:

  	
   

  	
  XI-1

  
	
   

  	
   

  	
   

  
	
  3. Disposal of
  VESSEL by BUILDER upon BUYER’s Default:

  	
   

  	
  XI-2

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII - ARBITRATION

  	
   

  	
  XII-1

  
	
   

  	
   

  	
   

  
	
  1. Decision by
  the Classification Society:

  	
   

  	
  XII-1

  
	
   

  	
   

  	
   

  
	
  2. Proceedings
  of Arbitration:

  	
   

  	
  XII-1

  
	
   

  	
   

  	
   

  
	
  3. Work to
  Continue during Arbitration:

  	
   

  	
  XII-2

  
	
   

  	
   

  	
   

  
	
  4. Expenses:

  	
   

  	
  XII-2

  
	
   

  	
   

  	
   

  
	
  5. Entry in
  Court:

  	
   

  	
  XII-2

  
	
   

  	
   

  	
   

  
	
  6. Alteration of
  Delivery Date:

  	
   

  	
  XII-2

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII - SUCCESSOR AND ASSIGNS

  	
   

  	
  XIII-1

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV - TAXES AND DUTIES

  	
   

  	
  XIV-1

  
	
   

  	
   

  	
   

  
	
  1. Taxes and
  Duties Incurred in Korea:

  	
   

  	
  XIV-1

  
	
   

  	
   

  	
   

  
	
  2. Taxes and
  Duties Incurred outside Korea:

  	
   

  	
  XIV-1

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV - PATENTS, TRADEMARKS,
  COPYRIGHTS, ETC

  	
   

  	
  XV-1

  
	
   

  	
   

  	
   

  
	
  1. Patents,
  Trademarks and Copyrights:

  	
   

  	
  XV-1

  
	
   

  	
   

  	
   

  
	
  2. General
  Plans, Specifications and Working Drawings:

  	
   

  	
  XV-1

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI -BUYER’s SUPPLIES

  	
   

  	
  XVI-1

  
	
   

  	
   

  	
   

  
	
  1. Responsibility
  of BUYER:

  	
   

  	
  XVI-1

  
	
   

  	
   

  	
   

  
	
  2. Responsibility
  of BUILDER:

  	
   

  	
  XVI-2

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVII - INSURANCE

  	
   

  	
  XVII-1

  
	
   

  	
   

  	
   

  
	
  1. Extent of
  Insurance Coverage

  	
   

  	
  XVII-1

  
	
   

  	
   

  	
   

  
	
  2. Application
  of the Recovered Amounts

  	
   

  	
  XVII-1

  
	
   

  	
   

  	
   

  
	
  3. Termination
  of BUILDER’s Obligation to Insure

  	
   

  	
  XVII-2

  



 











 


	
  ARTICLE XVIII - NOTICE

  	
   

  	
  XVIII-1

  
	
   

  	
   

  	
   

  
	
  1. Address:

  	
   

  	
  XVIII-1

  
	
   

  	
   

  	
   

  
	
  2. Language:

  	
   

  	
  XVIII-1

  
	
   

  	
   

  	
   

  
	
  3. Effective Date of
  Notice:

  	
   

  	
  XVIII-2

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIX - EFFECTIVE DATE OF CONTRACT

  	
   

  	
  XIX-1

  
	
   

  	
   

  	
   

  
	
  ARTICLE XX - INTERPRETATION

  	
   

  	
  XX-1

  
	
   

  	
   

  	
   

  
	
  1. Laws Applicable:

  	
   

  	
  XX-1

  
	
   

  	
   

  	
   

  
	
  2. Discrepancies:

  	
   

  	
  XX-1

  
	
   

  	
   

  	
   

  
	
  3. Entire Agreement:

  	
   

  	
  XX-1

  
	
   

  	
   

  	
   

  
	
  4. Amendments and
  Supplements:

  	
   

  	
  XX-1

  
	
   

  	
   

  	
   

  
	
  EXHIBIT ”A”

  	
   

  	
  A-l

  
	
   

  	
   

  	
   

  
	
  EXHIBIT ”B”

  	
   

  	
  B-l

  



 
















THIS CONTRACT, made and entered into on this 9th day of June, 2005 by and between
STOLT-NIELSEN TRANSPORTATION GROUP B.V., a corporation incorporated and
existing under the laws of The Netherlands and having its registered office at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands (hereinafter called the “BUYER”),
on the one part and ShinA Shipbuilding Co., Ltd, a corporation
incorporated and existing under the laws of the Republic of Korea and having
its registered office at 227, Donam-dong, Tongyeong, Gyeongnam, Korea
(hereinafter called the “BUILDER”), on the other part,


WITNESSETH:


In consideration of the mutual covenants herein
contained, the BUILDER agrees to design, build, launch, equip, test and
complete one(l) Single Screw Diesel Engine Driven 44,000 DWT Chemical Tanker as
described in the Specifications attached herewith (hereinafter called the “VESSEL”)
at the BUILDER’s Shipyard located in Tongyeong, Korea (hereinafter called the “Shipyard”)
and to deliver and sell the same to the BUYER, and the BUYER hereby agrees to
purchase and take delivery of the VESSEL from the BUILDER and to pay for the
same upon the terms and conditions hereinafter set forth.


(End of Preamble)



 P-1















ARTICLE I - DESCRIPTION
AND CLASS


1.             Description:


The
VESSEL shall be a Single Screw Diesel Engine Driven 44,000 DWT Chemical Tanker
having the BUILDER’s Hull No. S473 and shall be designed, constructed,
equipped, tested and completed in accordance with the provisions of this
Contract, and the specifications (FS-CC43-STOLT-R0) including Maker’s List and
the General Arrangement Plan (O11-B01 dated 27th May 2005) (hereinafter collectively
called the “Specifications”) signed by each of the parties hereto for identification
and attached hereto and made an integral part hereof.


2.             Dimensions and Characteristics:


	
  Length, overall

  	
   

  	
  appx.

  	
   

  	
  182.880

  	
   

  	
   

  	
   

  	
  M

  
	
  Length, between perpendiculars

  	
   

  	
  appx.

  	
   

  	
  175.600

  	
   

  	
   

  	
   

  	
  M

  
	
  Breadth, moulded

  	
   

  	
  appx.

  	
   

  	
  32.200

  	
   

  	
   

  	
   

  	
  M

  
	
  Depth, moulded

  	
   

  	
  appx.

  	
   

  	
  16.050

  	
   

  	
   

  	
   

  	
  M

  
	
  Designed loaded draught, moulded

  	
   

  	
  appx.

  	
   

  	
  12.070

  	
   

  	
   

  	
   

  	
  M

  
	
  Scantling draught, moulded,

  	
   

  	
  appx.

  	
   

  	
  12.070

  	
   

  	
   

  	
   

  	
  M

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Main Engine:

  	
   

  	
  B&W 5S60MC-C, License made MCR 11300 kw at 105
  r.p.m.

  
	
   

  	
   

  	
   

  
	
  Deadweight, guaranteed:

  	
   

  	
  44,000 metric tons at the moulded scantling draught
  of 12.07 meters.

  
	
   

  	
   

  	
   

  
	
  Speed, guaranteed:

  	
   

  	
  15.0 Knots at a draught of 12.07 Meters and main
  engine developing power of 8843 kw

  
	
   

  	
   

  	
   

  
	
  Fuel Consumption, guaranteed:

  	
   

  	
  170 grams/kw -hour using marine diesel oil having
  lower calorific value of 10,200 Kcal/Kg at maximum continuous rating of main
  engine measured at the shop trial.

  



 



 I-1
 









The
details of the aforementioned particulars as well as the definitions and method
of measurements and calculations are as defined in the Specifications.


3.             Classification, Rules and Regulations:


The
VESSEL, including its machinery, equipment and outfitting shall be designed and
constructed in accordance with the rules and regulations (the edition and
amendments thereto being in force as of the date of this Contract) of and under
special survey of DET NORSKE VERITAS (hereinafter called the “Classification
Society”) and shall be distinguished in the register by the symbol of +A1,
Tanker for Oil Products, Tanker for Chemicals ESP, NAUT-OC, E0, ETC, VCS-2,
TMON, INERT, Shiptype2, a2, b3, c3, r3, f2, str 0.1, k, D=1.25 (1.50 slack)


Or
Lloyd’s Register of Shipping with the equivalent notations with above DET
NORSKE VERITAS.


Decisions
of the Classification Society as to compliance or non-compliance with the
classification shall be final and binding upon both parties hereto. Details of
its notation shall be in accordance with the Specifications.


The
VESSEL shall also comply with the rules, regulations and requirements of the
regulatory bodies as described in the Specifications in effect as of the
signing date of this Contract.


All
the fees and charges incidental to the classification and with respect to
compliance with the above referred rules, regulations and requirements shall be
for account of the BUILDER except otherwise agreed.


The
BUILDER shall forward to the BUYER copies of all correspondence exchanged
between the BUILDER and the Classification Society and/or the Regulatory
Bodies, if any.



 I-2
 









4.             Subcontracting:


The
BUILDER may not subcontract a substantial portion of the construction work
of the VESSEL outside the Shipyard but may subcontract a lesser portion
thereof outside the Shipyard to the reputable sub-contractors within the Korea
in the region of Tongyeong, Busan, Ulsan and Geoje Island. The BUILDER is
permitted to sub-contract a portion of the construction work within the
Shipyard without BUYER’s consent. Notwithstanding any such sub-contracting the
BUILDER remain responsible for compliance with the obligations of the Contract.


5.             Registration:


The
VESSEL, at the time of its delivery and acceptance, shall be registered at the
port of registry by the BUYER under the Cayman Islands flag at the BUYER’s
expenses or such other port of Registry as the Buyer may elect no later than
Nine(9) months prior to the estimated delivery date. However extra cost,
in the event of change, shall be for the BUYER’s account.


(End of Article)



 I-3















ARTICLE II - CONTRACT
PRICE AND TERMS OF PAYMENT


1.             Contract Price:


The
Contract price of the VESSEL, net receivable by the BUILDER and exclusive of
the BUYER’s Supplies as provided in Paragraph 1 of Article XVI hereof is
Fifty Seven Million Four Hundred Eighty Thousand United States Dollars (US$
57,480,000) (hereinafter called the “Contract Price”), which shall be subject
to upward or downward adjustment, if any, as hereinafter set forth in this
Contract.


2.             Adjustment of Contract Price:


Increase
or decrease of the Contract Price, if any, due to adjustments thereof made in
accordance with the provisions of this Contract, shall be adjusted by way of
addition to or subtraction from the Contract Price upon delivery of the VESSEL
in the manner as hereinafter
provided.


3.             Currency:


Any
and all payments by the
BUYER to the BUILDER which are due under this Contract shall be made in United
States Dollars.


4.             Terms of Payment:


The
Contract Price shall be
due and payable by the BUYER to the BUILDER in the installments as follows:


(For
the purpose of this
Contract, the “business day” shall be a banking day in New York and London and
the “telefax” shall be the means of facsimile or internet transmission)



 II-1
 









(a)           First Installment:


The
First Installment amounting to Five Million Seven Hundred Forty Eight Thousand
United States Dollars (US$ 5,748,000) shall be due and payable upon receipt of
the original tested telex or SWIFT by the BUYER’s Bank of the signed Refund
Guarantee provided pursuant to Article X but not earlier than Seventy (70)
days after signing this Contract.


(b)           Second Installment:


The
Second Installment amounting to Eleven Millions Four Hundred Ninety Six
Thousand United States Dollars (US$ 11,496,000) shall be due and payable on the
date after Fourteen (14) calendar months and Eight (8) days after signing
this Contract.


(c)           Third Installment:


The
Third Installment amounting to Five Millions Seven Hundred Forty Eight Thousand
United States Dollars (US$ 5,748,000) shall be due and payable on the date
which the BUYER receives a telefax notice from the BUILDER, endorsed by the
Classification Society, confirming commencement of steel cutting of the VESSEL.


(d)           Fourth Installment:


The
Fourth Installment amounting to Thirty Four Millions Four Hundred Eighty Eight
Thousand United States Dollars (US$ 34,488,000), plus any increase or minus any
decrease due to adjustments of the Contract Price under and pursuant to the
provisions of this Contract, shall be due and payable upon delivery of the
VESSEL or upon tender for delivery of the VESSEL referred to in Paragraph 4 of
Article VII of this Contract.



 II-2
 









5.             Method of Payment:


(a)           Installments Payable before Delivery:


The
BUYER shall, at its own cost and expense, remit each of the respective
installments payable before delivery of the VESSEL as provided in Paragraph 4
of this Article by telegraphic transfer to the account (Account
No. 04-029-695) of the Export-Import Bank of Korea, Seoul, Korea, with
Deutsche Bank Trust Company Americas, N.Y., Church Street Station, New York,
NY10015 or with other bank which the BUILDER may designate in favour of
ShinA Shipbuilding Co., Ltd. (hereinafter called the “BUILDER’s Bank”).


(b)           Installment Payable on Delivery:


At
least Three (3) business days prior to the anticipated delivery date of
the VESSEL, the BUYER shall deposit by telegraphic transfer the Fourth
Installment to the account of the BUILDER’s Bank in favour of ShinA
Shipbuilding Co., Ltd. with an irrevocable instruction that the amount so
remitted shall be payable to the BUILDER against a copy of PROTOCOL OF DELIVERY
and ACCEPTANCE OF THE VESSEL signed by the BUYER and the BUILDER.


If
any interest earned on the account, it shall be paid by the BUILDER’S to the
BUYER.


If
the BUILDER has not presented the said copy of the PROTOCOL OF DELIVERY AND
ACCEPTANCE to the BUILDER’s bank within Fifteen (15) business days of the
anticipated delivery date, the BUYER may withdraw the deposit together
with all interest earned thereon. If and when the BUILDER advises the BUYER of
a revised scheduled delivery date, the BUYER shall redeposit the Fourth
Installment in the same manner as stated above at least three (3) business
days prior to such scheduled delivery date.



 II-3
 









Simultaneously
with each of all such payments, the BUYER shall cause the BUYER’s Bank to
advise the BUILDER’s Bank of the details of such payments by authenticated bank
cable or telex.


No
payment under this Contract shall be delayed, suspended or withheld by the
BUYER on account of any dispute or disagreement between the parties hereto


Any
claim which the BUYER may have against the BUILDER hereunder shall be
settled and liquidated separately from any payment by the BUYER to the BUILDER
hereunder.


6.             Notice of Payment on or before Delivery:


The
BUILDER shall give the BUYER Five (5) business days prior notice by
telefax of the anticipated due date and amount of each installment payable on
or before delivery of the VESSEL.


7.             Expenses:


Expenses
and bank charges for remitting payments and any taxes, duties, expenses and
fees connected with such payment shall be for account of the BUYER referred to
in Paragraph 2 of Article XIV of this Contract.


8.             Prepayment:


Prepayment
of any installment due on or before delivery of the VESSEL shall be subject to
mutual agreement between the parties hereto.



 II-4
 









9.             Documentation:


The
BUYER warrants providing the BUILDER within Twenty (20) Business Days from the
signing of the Contract with the following documentation:


Certification
of incorporation with registered address;


Articles
of incorporation;


Resolution
of Directors;


List
of members of Board of Directors.


(End of Article)



 II-5















ARTICLE III -
ADJUSTMENT OF CONTRACT PRICE


The
Contract Price shall be subject to adjustment, as hereinafter set forth, in the
event of the following contingencies (it being understood by both parties that
any reduction of the Contract Price is by way of liquidated damages and not by
way of penalty):


The
liquidated damages hereunder shall be the conclusive pecuniary compensation
recoverable in connection with each particular event stated herein and the
BUILDER shall not be liable for any additional compensation claimed by the
BUYER in relation to such particular event and the consequences thereof.


1.             Delivery:


(a)           No adjustment shall be made and the Contract Price shall remain
unchanged for the first Thirty (30) days of delay in delivery of the VESSEL
beyond the Delivery Date as defined in Article VII hereof (ending as of
twelve o’clock midnight Korean time of the Thirtieth (30th) day of delay).


(b)           If the delivery of the VESSEL is delayed more than Thirty (30) days
after the Delivery Date, the Contract Price shall be reduced by the sum of Ten
Thousand United States Dollars (US$10,000) for each full day for which
thereafter delivery is delayed.


However,
the total reduction in the Contract Price shall not be more than as would be
the case for a delay of One Hundred and Eighty (180) days counting from the
midnight of the Thirtieth (30th) day after the Delivery Date at the above
specified rate of reduction.


(c)           However, if the delay in delivery of the VESSEL should continue for a
period of Two Hundred and Ten (210) days from the Delivery Date in Paragraph 1
of Article VII, then in such event, and after such period has expired, the
BUYER may, at its option, cancel this Contract in accordance with the
provisions of Article X hereof, or may, at its absolute discretion, accept
the



 III-1
 









VESSEL
with a total reduction in the Contract Price for delay of One Million Eight
Hundred Thousand United States Dollars (US$1,800,000).


The
BUILDER may, at any time after the expiration of the afore-mentioned Two
Hundred and Ten (210) days of delay in delivery, if the BUYER has not served
notice of cancellation as provided in Article X hereof, demand in writing
that the BUYER shall make an election in which case the BUYER shall, within
Twenty(20) days after such demand is received by the BUYER, notify the BUILDER
of its intention either to cancel this Contract or to consent to the acceptance
of the VESSEL at an agreed future date.


If
the BUYER shall not make an election within Twenty(20) days as provided
hereinabove, the BUYER shall be deemed to have accepted such extension of the
delivery date to the future delivery date indicated by the BUILDER and it being
understood by the parties hereto that if the VESSEL is not delivered by such
future date, the BUYER shall have the same right of cancellation upon the same
terms and conditions as hereinabove provided.


(d)           If the BUYER formally requests by a letter an earlier delivery date, in
such case, if the delivery of the VESSEL is made more than Thirty(30) days
earlier than the Delivery Date, then, in such event, beginning with Thirty
first (31st) day prior to the Delivery Date, the
Contract Price of the VESSEL shall be increased by adding thereto Ten Thousand
United States Dollars (US$10,000) for each full day. (it being understood that
the BUILDER’s acceptance of such request from the BUYER shall be in no way
construed as change of the Delivery Date under this Contract)


(e)           For the purpose of this Article, the delivery of the VESSEL shall be
deemed to be delayed when and if the VESSEL, after taking into account all
postponements of the Delivery Date by reason of permissible delay as defined in
Article VIII and /or by any other reason under this Contract, is not
delivered by the date upon which delivery is required under the terms of this
Contract.



 III-2
 









2.             Speed:


(a)           The Contract Price shall not be affected or changed by reason of the
trial speed, as determined according to the Specifications, being less than the
guarantee speed, if such deficiency is not more than Three-Tenths(3/10) of
One(l) knot.


(b)           However, if such deficiency is more than Three-Tenths(3/10) of One(l)
knot then, the Contract Price shall be decreased by One Hundred Ten Thousand
United States Dollars (US$110,000) for each successive whole One Tenth (1/10)
of a knot in excess of a deficiency of Three Tenths (3/10) of a knot speed
(smaller fractions being disregarded).


If
the deficiency in the speed sea trial is more than One(l) full knot below the
guaranteed speed of the VESSEL, then the BUYER may, at its option, reject the
VESSEL and cancel this Contract in accordance with the provisions of
Article X hereof, or may accept the VESSEL at a reduction in the
Contract Price as above provided for One(l) knot only, that is, at a total
reduction of Seven Hundred Seventy Thousand United States Dollars (US$770,000).


3.             Fuel Consumption:


(a)           The Contract Price shall not be affected or changed in case the fuel
consumption, as determined by the shop trial as specified in the
Specifications, is not more than Five percent (5%) in excess of the guaranteed
fuel consumption specified in Paragraph 2 of Article I.


(b)           However, in the event that the actual fuel consumption at the shop
trial is in excess of Five percent (5%) of the guaranteed fuel consumption, the
Contract Price shall be either be reduced by the sum of Thirty Five Thousand
United States Dollars (US$35,000) for each full gram per kw per hour in excess
of the Five percent(5%) (but disregarding fractions of One(l) gram) of the
guaranteed fuel consumption.



 III-3
 









(c)           If such actual fuel consumption exceeds Eight percent (8%) of the
guaranteed fuel consumption of the VESSEL, the BUYER may, at its option, reject
the VESSEL and cancel this Contract in accordance with the provisions of
Article X hereof, or may accept the VESSEL at a reduction in the Contract
Price for excessive fuel consumption as above specified Eight percent (8%)
only, that is, at a total reduction of One Hundred Seventy Five Thousand United
States Dollars (US$175,000).


4.             Deadweight:


(a)           In the event that the deadweight of the VESSEL as determined in
accordance with the Specifications is less than the guaranteed deadweight as
specified in Paragraph 2 of Article I, the Contract Price shall be reduced
by the sum of One Thousand Five Hundred United States Dollars (US$1500) for
each full metric ton of such deficiency being more than Five Hundred (500)
metric tons (disregarding the fractions of One(l) metric ton).


(b)           In the event of such deficiency in the deadweight of the VESSEL being
One Thousand Two Hundred (1200) metric tons or more, then, the BUYER may, at
its option, reject the VESSEL and cancel this Contract in accordance with the
provisions of Article X hereof or accept the VESSEL at a reduction in the
Contract Price for insufficient deadweight as above provided for One Thousand
Two Hundred (1200) metric tons only, that is, at a total reduction of One
Million Fifty Thousand United States Dollars (US$1,050,000).


5.             Steel Weight Adjustment


The
Contract Price has been calculated on the basis of a net steel weight of
maximum Eight Thousand Seven Hundred Five (8705) metric tons of the hull
(excluding accommodation, the funnel, mid deck stores and outfittings) and
shall be adjusted by adding to the Contract Price the sum of One Thousand Three
Hundred States Dollars (US$ 1300) for each full metric tonne of additional
steel in the net steel weight of the hull of the VESSEL calculated on the basis
of steel drawings as approved by the Classification Society and the BUYER.



 III-4
 









6.             Steel Price Adjustment


The
Contract Price shall be adjusted by adding to or subtracting from (as the case
may be) the Contract Price the BUYER’s share of the Steel Price Adjustment
Amount excluding the Steel Price Allowance (as defined below)


For
this purpose, the following definition shall apply:


(a)           “Steel Price Adjustment Amount” means the amount of the Steel
Adjustment Factor (as defined below) multiplied by Thirteen percent (13%) of
the Contract Price of the Vessel;


(b)           “Steel Adjustment Factor” means the quotient of the average (“Md”) of
MEPS Asian Carbon Steel Hot Rolled Plate Index published by MEPS
(International) Ltd. of the United Kingdom for the three (3) calendar
months prior to the month in which the Steel Price Reference Date (as defined
below) falls, divided by [“Mc”], minus one (1), i.e. [Md / Mc) – 1; (Mc means
three months average of MEPS Asian Carbon Steel Hot Rolled Plate Index as at
the date of signing this Contract.)


(c)           “Steel Price Reference Date” means the date of Keel laying of the
Vessel.


There
shall be no such adjustment of the Contract Price if the Steel Price Adjustment
Amount (as determined pursuant to the provisions set out above) does not exceed
Six Hundred Fifty Thousand United States Dollars (US$650,000) (the “Steel Price
Allowance”), whether such Steel Price Adjustment Amount is a negative sum or a
positive sum.


The
BUYER’s share shall be Fifty per cent (50%) of the amount by which the figure
exceeds Six Hundred Fifty Thousand United States Dollars (US$650,000), whether
a negative or a positive sum.



 III-5
 









7.             Effect of Cancellation:


It
is expressly understood and agreed by the parties that in any case, if the
BUYER cancels this Contract under this Article, the BUYER shall not be entitled
to any liquidated damages or any other recourse unless by means of the
provisions of Article X hereof.


(End of Article)



 III-6















ARTICLE IV - APPROVAL
OF PLANS AND DRAWINGS AND INSPECTION DURING


CONSTRUCTION


1.             Approval of Plans and Drawings:


The
BUILDER shall obtain the approval from the BUYER for the plans and drawings in
accordance with the Specifications.


The
BUILDER shall submit to the BUYER Three (3) copies of each of the plans
and drawings, the list of which shall be mutually agreed upon between the
parties hereto, for its approval.


The
BUYER shall, within Twenty-two (22) calendar days after receipt thereof, return
to the BUILDER One (1) copy of such plans and drawings with the BUYER’S
approval or comments (if any) written thereon.


If
the BUYER shall fail to return the plans and drawings to BUILDER within the
time limit as above provided, the BUILDER shall deem that such plans and
drawings have been approved or confirmed without any comment


In
the event the Classification Society or any Regulatory Body advises the BUILDER
that it has written comments to the plans and drawings or wishes to modify the
plans and drawings, the BUILDER shall notify the BUYER of such developments and
within two (2) working days of receipt of such developments, provide the
BUYER with copies of the comments or requested modifications. The BUYER shall
within five (5) working days after receipt notify the BUILDER whether it
accepts such comments or modifications. If any comments are made or
modifications requested by the Classification Society or by another Regulatory
Body, the BUILDER will make suitable amendments and resubmit these to the BUYER
for approval.


Approval
or non approval of a plan or drawing by the BUYER shall in no way diminish,
affect or impair the obligation, guarantee or undertaking of the BUILDER as
regards the design and construction of the VESSEL and to deliver the same in
accordance with the terms hereof.



 IV-1
 









2.             Appointment of BUYER’s Supervisor:


The
BUYER may send to and maintain at the Shipyard, at the BUYER’s own cost
and expense, one supervisor who shall be duly authorized in writing by the
BUYER (herein called the “Supervisor”) to act on behalf of the BUYER in
connection with the attendance to the tests and inspections relating to the
VESSEL, its machinery, equipment and outfittings, and any other matters for
which he is specifically authorized by the BUYER. The Supervisor may appoint
assistant(s) up to maximum Four (4) persons to attend at the Shipyard to
assist him for the purposes as aforesaid.


In
addition, the BUYER may appoint the ship’s crew to attend to the VESSEL in
good time prior to and during sea trials throughout until delivery of the
VESSEL.


3.             Inspection by the Supervisor:


The
necessary inspections of the VESSEL, its machinery, equipment and outfittings
shall be carried out by the Classification Society, other applicable regulatory
bodies and/or an inspection team of the BUILDER throughout the entire period of
construction in order to ensure that the construction of the VESSEL is duly
performed in accordance with this Contract and the Specifications. The
Supervisor shall have, during construction of the VESSEL, the right to attend
such tests and inspections of the VESSEL, its machinery and equipment within
the premises of either the BUILDER or its subcontractors and shall have the
right to inspect any work in progress or materials utilized in connection with
the construction of the VESSEL, wherever such work is being done or such
materials are stored, Detailed procedures of the inspection and the tests
thereof shall be in accordance with the Specifications.


The
BUILDER shall give a reasonable advance notice to the Supervisor of the date
and place of such tests, trials and inspections, which may be attended by
him, including, when relevant, a description of the test, procedure and level
of performance to be reached in order to comply with the Specifications.
Failure by the Supervisor to be present at such tests, trials and inspections
after due notice to



 IV-2
 









him
as aforesaid shall be deemed to be a waiver of the Supervisor’s right to be
present.


In
case the number of assistants as mentioned hereinabove would not be sufficient
to meet the BUILDER’S schedule of tests, trials and inspection, the
BUILDER shall either reschedule these tests, trials and inspection or
may accept that the BUYER increase the number of assistants as necessary.


Upon
completion of each test, trial or inspection, the BUILDER shall provide the
Supervisor with a copy of the BUILDER’S report relating to that test, trial or
inspection.


If
the Supervisor discovers any construction, material or workmanship, which is
not deemed to conform to the requirements of this Contract and/or the
Specifications, the Supervisor shall promptly give the BUILDER a notice in
writing specifying the alleged non-conformity. Upon receipt of such notice from
the Supervisor, the BUILDER shall correct such non-conformity, if the BUILDER
agrees to his view. Any disagreement shall be resolved in accordance with
Paragraph 1 of Article XII.


If
the Classification Society or the arbitrator enters a determination in favor of
the BUYER, then in such case the BUILDER shall correct such non-conformity, or in
the BUYER’s option the BUILDER shall make fair and reasonable adjustment of the
Contract Price to be mutually agreed between the BUILDER and the BUYER in lieu
of such corrections.


The
attendance or lack of attendance of of the Supervisor or his assistants at any
test or inspection shall, in no way, diminish or affect the liability of the
BUILDER under this Contract.



 IV-3
 









4.             Facilities:


The
BUILDER shall furnish the Supervisor and his assistant(s) with adequate office
space and such other reasonable facilities according to the BUILDER’s practice
at or in the immediate vicinity of the Shipyard as may be necessary to
enable them to effectively
carry out their duties. The BUYER shall pay for all such facilities other than
office space, at the BUILDER’s normal rate of charge.


5.             Liability of BUILDER:


The
Supervisor and his assistant(s) shall at all times be deemed to be the
employees of the BUYER and not of the BUILDER. The BUILDER shall be under no
liability whatsoever to the BUYER, the Supervisor or his assistant(s) for
personal injuries, including death, suffered during the time when he or they
are on the VESSEL, or within the premises of either the BUILDER or its
subcontractors, or are otherwise engaged in and about the construction of the
VESSEL, unless, however, such personal injuries, including death, were caused
by a gross negligence of the BUILDER, or of any of its employees or agents or
subcontractors.


Nor
shall the BUILDER be under any liability whatsoever to the BUYER, the
Supervisor or his assistant(s) for damage to, or loss or destruction of
property in Korea of the BUYER or of the Supervisor or his assistant(s), unless
such damage, loss or destruction were caused by a gross negligence of the
BUILDER or of any of its employees or agents or subcontractors.


6.             Responsibility of BUYER:


The
BUYER shall undertake and assure that the Supervisor shall carry out his duties
hereunder in accordance with the normal shipbuilding practice of the BUILDER
and in such a way so as to avoid any unnecessary increase in building cost,
delay in the construction of the VESSEL, and/or any disturbance in the
construction schedule of the BUILDER.



 IV-4
 









The
BUILDER has the right to request the BUYER to replace the Supervisor who is
deemed unsuitable and unsatisfactory for the proper progress of the VESSEL’s
construction. The BUYER shall investigate the situation by sending its
representative (s) to the Shipyard if necessary, and if the BUYER considers
that such BUILDER’s request is justified, the BUYER shall effect such
replacement as soon as conveniently arrangeable.


Without
effect to the above, the BUYER and the BUILDER shall cooperate fully and use
best efforts to resolve any design, construction difficulties and problems encountered after
signing this Contract.


(End of Article)



 IV-5















ARTICLE V -
MODIFICATIONS, CHANGES AND EXTRAS


1.             Modification of Specifications:


The
Specifications may be modified to a minor extent by written agreement of
the parties hereto, provided that such modifications will not, in the BUILDER’s
reasonable judgment, adversely affect the BUILDER’s planning or program in
relation to the BUILDER’s other commitments, and provided, further, that the
BUYER shall first agree, before such modifications and/or changes are carried
out, to alterations in the Contract Price, the Delivery Date, deadweight, speed
and other terms and conditions of this Contract and Specifications occasioned
by or resulting from such modifications and/or changes within seven
(7) days from the receipt by the BUYER of the BUILDER’s proposal. The BUILDER
has the right to continue construction of the VESSEL on the basis of the
Specifications until agreement as above has been reached but upon receipt by
the BUILDER of a request from the BUYER for a modification the BUILDER shall as
soon as reasonably practical and at the latest within seven (7) days of
the request submit to the BUYER a proposal of adjustment in the Contract Price,
the Delivery Date and any other term of the Contract.


An
agreement to modify this Contract or the Specifications shall be effected by an
exchange of letters signed by the authorized Representative(s) of the parties
or by an Addendum to this Contract and/or the Specifications.


The
BUILDER may also make minor changes to the Specifications if found
necessary to suit the Shipyard’s local conditions and facilities, the
availability of materials and equipment., introduction of improved methods or
otherwise, provided that the BUILDER shall first obtain the BUYER’s approval,
which shall not be unreasonably withheld or delayed.



 V-1
 









2.             Changes in Rules of Classification
Society, Regulations, etc.:


If,
after the date of signing this Contract, any requirements as to the
classification, or as to the rules and regulations to which the
construction of the VESSEL is required to conform, are changed by the
Classification Society or regulatory bodies authorized to make such changes,
the following provisions shall apply unless a waiver of the changed
requirement, rule, regulation or interpretation is obtained pursuant to the
BUYER’s request:


(a)           If the changes are compulsory for the VESSEL, any of the parties
hereto, upon receipt of information from the Classification Society or such
other regulatory bodies, shall promptly transmit the same to the other in
writing, and the BUILDER shall thereupon incorporate such changes into the
construction of the VESSEL, provided that the BUYER shall first have agreed to
adjustments required by the BUILDER in the Contract Price, the Delivery Date,
deadweight, speed and other terms and conditions of this Contract and the
Specifications occasioned by or resulting from such changes within seven
(7) days from the receipt by the BUYER of the BUILDER’s proposal.


(b)           If the changes are not compulsory for the VESSEL, but the BUYER desires
to incorporate any of them into the construction of the VESSEL, the BUYER shall
notify the BUILDER of that intention. The BUILDER may accept such changes,
provided that such changes will not in its reasonable judgment adversely affect
the BUILDER’s planning or program in relation to the BUILDER’s other
commitments, and provided, further, that the BUYER shall first have agreed to
adjustments required by the BUILDER in the Contract Price, the Delivery Date,
deadweight, speed and other terms and conditions of this Contract and the
Specifications occasioned by or resulting from such changes within seven
(7) days from the receipt by the BUYER of the BUILDER’s proposal.



 V-2
 









Agreement
as to any changes under Paragraph 2 of this Article shall be made in the
same manner as provided in Paragraph 1 of this Article for modifications
or changes to the Specifications.


Any
delay in the construction of the VESSEL caused by the BUYER’s delay in making a
decision or agreement outside the time limits set out above shall constitute a
permissible delay under this Contract.


3.             Substitution of Materials:


If
any of the materials or equipment required by the Specifications or otherwise
under this Contract for the construction of the VESSEL are in short supply or
cannot be procured in time to maintain the Delivery Date of the VESSEL or are
unreasonably high in price as compared with prevailing international market
rates, the BUILDER may, provided that the BUYER shall so agree in writing
(which agreement shall not be unreasonably withheld), supply other materials or
equipment of equal quality and effect capable of meeting the requirements of
the Specification and this Contract. Any agreement as to substitution of
materials or equipment shall be effected in the manner as provided in Paragraph
1 of this Article.


(End of Article)



 V-3















ARTICLE VI - TRIALS AND
ACCEPTANCE


1.             Notice:


The
sea trial shall start when the VESSEL is reasonably completed according to the
Specifications.


The
BUILDER shall give the BUYER at least Twenty (20) days estimated prior notice
and Seven (7) days confirming prior notice by telefax of the time and
place of the trial run of the VESSEL, and the BUYER shall promptly acknowledge
receipt of such notice. The BUYER shall be entitled to have its Supervisor and
such assistants of his as may be necessary on board the VESSEL to witness
such trial run. Failure in attendance of the BUYER’s Supervisor at the trial
run of the VESSEL for any reason whatsoever after due notice to the BUYER as
above provided shall be deemed to be a waiver by the BUYER of its right to have
its Supervisor on board the VESSEL at the trial run, and the BUILDER
may conduct the trial run without attendance of the BUYER’s Supervisor
subject always to a representative of the Classification Society being in
attendance throughout, and in such case the BUYER shall be obligated to accept
the VESSEL on the basis of a certificate of the BUILDER and the Classification
Society that the VESSEL, upon its trial run, is found to conform to this
Contract and the Specifications.


2.             Weather Condition:


The
trial run shall be carried out under the weather condition, which is deemed
favorable enough by the judgment of the BUILDER in accordance with the
Specifications. In the event of unfavorable weather on the date specified for
the trial run, the same shall take place on the first available day thereafter
that the weather condition permits. It is agreed that, if during the trial run
of the VESSEL, the weather should suddenly become so unfavorable that orderly
conduct of the trial run can no longer be continued, the trial run shall be
discontinued and postponed until the first favorable day next following, unless
the BUYER shall assent in writing to acceptance of the VESSEL on the basis of
the trial run already made before such discontinuance has occurred.



 VI-1
 









Any
delay of trial run caused by such unfavorable weather condition shall operate
to postpone the Delivery Date by the period of the delay involved and such
delay shall be deemed as permissible delay in the delivery of the VESSEL.


3.             How Conducted:


(a)           The VESSEL shall run the official trial trip in the manner as specified
in the Specifications.


(b)           All expenses in connection with the trial run are to be for account of
the BUILDER and the BUILDER shall provide, at its own expense, the necessary
crew to comply with conditions of safe navigation.


4.             Method of Acceptance or Rejection:


(a)           Upon completion of the trial run, the BUILDER shall give the BUYER a
notice by telefax of completion of the trial run, as and if the BUILDER
considers that the results of trial run indicate conformity of the VESSEL to
this Contract and the Specifications. The BUYER shall, within Five(5) days
after receipt of such notice from the BUILDER, notify the BUILDER by telefax of
its acceptance or rejection of the VESSEL’s conformity to this Contract and the
Specifications.


(b)           However, should the result of the trial run show that the VESSEL, or
any part or equipment thereof, does not conform to the requirements
of this Contract and/or the Specifications, or if the BUILDER is in agreement
to non conformity as specified in the BUYER’s notice of rejection, then, the
BUILDER shall take necessary steps to correct such non-conformity.


Upon
completion of correction of such non-conformity, and re-test or trial if
necessary, the BUILDER shall give the BUYER a notice thereof by telefax.


The
BUYER shall, within Three(3) days after receipt of such notice from the
BUILDER, notify the BUILDER of its acceptance or rejection of the VESSEL.



 VI-2
 









However,
the BUYER shall not be entitled to reject the VESSEL by reason of any minor or
insubstantial defect or non-conformity judged from the viewpoint of the normal
shipbuilding practice but in such case, the BUILDER shall correct and/or remedy
such minor or insubstantial defect or non-conformity as soon as possible during
the Warranty Period.


(c)           In any event that the BUYER rejects the VESSEL, the BUYER shall
indicate in detail in its notice of rejection in what respect the VESSEL, or
any part or equipment thereof does not conform to this Contract
and/or the Specifications.


(d)           In the event that the BUYER fails to notify the BUILDER by telefax of
the acceptance of or the rejection together with the reason therefor of the
VESSEL within the period as provided in the above Sub-Paragraph (a) or
(b), the BUYER shall be deemed to have accepted the VESSEL.


(e)           Any dispute between the BUILDER and the BUYER as to the conformity or
non-conformity of the VESSEL to the requirements of this Contract and/or the
Specifications shall be submitted for final decision in accordance with
Article XII hereof.


5.             Effect of Acceptance:


Acceptance
of the VESSEL as above provided shall be final and binding so far as conformity
of the VESSEL to this Contract and the Specifications is concerned and shall
preclude the BUYER from refusing formal delivery of the VESSEL as hereinafter
provided, if the BUILDER complies with all other procedural requirements for
delivery as provided in Article VII hereof. However, the BUYER’s
acceptance of the VESSEL shall not affect the BUYER’s right in 4.
(b) above or under Article IX hereof.



 VI-3
 









6.             Disposition of Surplus Consumable Stores


Any
fuel oil, fresh water or other consumable stores furnished and paid for by the
BUILDER for trial runs remaining on board the VESSEL in storage tanks, at the
time of acceptance of the VESSEL by the BUYER, shall be bought by the BUYER
from the BUILDER at the BUILDER’s original purchase price for such supply in
Korea and the payment by the BUYER thereof shall be made at the time of
delivery of the VESSEL.


The
BUILDER shall pay the BUYER at the time of delivery of the VESSEL an amount for
the consumed quantity during trial run of any lubricating oil and greases which
were furnished and paid for by the BUYER at the BUYER’s original purchase price
thereof.


(End of Article)



 VI-4















ARTICLE VII - DELIVERY


1.             Time and Place:


The
VESSEL shall be delivered safely afloat by the BUILDER to the BUYER at the
Shipyard on or before 28th of
May, 2008, after completion of satisfactory trials and acceptance by the BUYER
in accordance with the terms of Article VI, except that, in the event of
delays in the construction of the VESSEL or any performance required under this
Contract due to causes which under the terms of this Contract permit
postponement of the date for delivery, the aforementioned date for delivery of
the VESSEL shall be postponed accordingly.


The
aforementioned date, or such later date to which the requirement of delivery is
postponed pursuant to such terms, is herein called the “Delivery Date”.


2.             When and How Effected:


Provided
that the BUILDER and the BUYER shall have fulfilled all of their obligations
stipulated under this Contract, the delivery of the VESSEL shall be effected
forthwith by the concurrent delivery by each of the parties hereto to the other
of the signed PROTOCOL OF DELIVERY AND ACCEPTANCE, acknowledging delivery of
the VESSEL by the BUILDER and acceptance thereof by the BUYER.


3.             Documents to be delivered to BUYER:


Upon
delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER
the following documents, which shall accompany the PROTOCOL OF DELIVERY AND
ACCEPTANCE:


(a)           PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications.


(b)           PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare
parts and the like, as specified in the Specifications.



 VII-1
 









(c)           PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6
of Article VI hereof.


(d)           PROTOCOL OF DEADWEIGHT DETERMINATION AND INCLINING EXPERIMENT as
stipulated in the Specifications


(e)           ALL CERTIFICATES including the BUILDER’S CERTIFICATE required to be
furnished upon delivery of the VESSEL pursuant to this Contract and the
Specifications.


It
is agreed that if, through no fault on the part of the BUILDER, the
Classification Certificate and/or other certificates are not available at the
time of delivery of the VESSEL, and if the absence thereof does not impede the
BUYER’s full and immediate operation, navigation or the management of the
VESSEL, provisional certificates shall be accepted by the BUYER, provided that
the BUILDER shall furnish the BUYER with the formal certificates as promptly as
possible after such certificates have been issued and in any event not later
than the date on which the validity of the provisional certificates expires.
All certificates whether provisional or final shall be full term certificates
without any recommendations or any qualifications, unless otherwise agreed by
the parties.


Application
and certificate for statutory inspections for the registry of the VESSEL shall
be arranged by the BUYER at its expense.


(f)            DECLARATION OF WARRANTY of the BUILDER that
the VESSEL is delivered to the BUYER free and clear of any liens, charges,
claims, mortgages, or other encumbrances upon the BUYER’s title thereto, and in
particular that the VESSEL is absolutely free of all burdens in the nature of
imposts, taxes or charges imposed by Korean Governmental Authorities, as well
as of all liabilities of the BUILDER to its subcontractors, employees and crew,
and of the liabilities arising from the operation of the VESSEL in trial runs,
or otherwise, prior to delivery.



 VII-2
 









(g)           FINISHED AS BUILT DRAWING AND PLANS and MANUALS pertaining to the
VESSEL as stipulated in the Specifications


(h)           COMMERCIAL INVOICE.


(i)            BILL OF SALE


4.             Tender of VESSEL:


If
the BUYER fails to take delivery of the VESSEL after completion thereof
according to this Contract and the Specifications without any justifiable
reason, the BUILDER shall have the right to tender the VESSEL to the BUYER for
delivery for the purpose of Article XI.I (c). Such tender shall be made by
the BUILDER by a notice to the BUYER stating that the VESSEL is tendered for
delivery pursuant to Article VII. 4 of the Contract.


5.             Title and Risk:


Title
to and risk of loss of the VESSEL shall pass to the BUYER only upon the
delivery and acceptance thereof having been completed as stated above; it being
expressly understood that, until such delivery is effected, title to and risk
of loss of the VESSEL and her equipment shall be in the BUILDER.


6.             Removal of VESSEL:


The
BUYER shall take possession of the VESSEL immediately upon delivery and
acceptance thereof and shall remove the VESSEL from the premises of the
Shipyard within Three(3) days after delivery and acceptance thereof is
effected.


If
the BUYER shall not remove the VESSEL from the premises of the Shipyard within
the aforesaid Three(3) days, in such event, the BUYER shall pay to the
BUILDER the reasonable mooring charges of the VESSEL.


(End of Article)



 VII-3















ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR
DELIVERY (FORCE MAJEURE)


1.             Causes of Delay (Force Majeure):


If,
at any time either the construction or delivery of the VESSEL or any
performance required hereunder as a prerequisite to the delivery thereof is
delayed by any of the following events; namely war, acts of state or
government, blockade, revolution, insurrections, mobilization, civil commotion,
riots, strikes, sabotage, lockouts, Acts of God or the public enemy, plague or
other epidemics, quarantines, prolonged failure of electric current, freight
embargoes, or defects in major forgings or castings which could not have been
detected by the BUILDER using reasonable care nor caused by the neglect of the
BUILDER or shortage of materials, machinery or equipment or inability to obtain
delivery or delays in delivery of materials, machinery or equipment, due to an
event of the nature as described in this Article affecting such supplier
or subcontractor, provided that at the time of ordering the same could reasonably
be expected by the BUILDER to be delivered in time, or defects in materials,
machinery or equipment which could not have been detected by the BUILDER using
reasonable care, or earthquakes, tidal waves, typhoons, hurricanes, prolonged
or unusually severe weather conditions or delay in the construction of the
BUILDER’s other newbuildings due to any such causes as described in this
Article which in turn delay the construction of the VESSEL in view of the
Shipyard’s overall building programme or the BUILDER’s performance under this
Contract, or by destruction of the premises or works of the BUILDER or its
sub-contractors such as to effect performance hereunder, or of the VESSEL, or
any part thereof, by fire, landslides, flood, lightning, explosion, or other
causes whatsoever beyond the control of the BUILDER, or its sub-contractors, as
the case may be, then, in the event of delays due to the happening of any
of the aforementioned contingencies, the Delivery Date of the VESSEL under this
Contract shall be extended for a period of time by which the overall
construction programme has actually been delayed, the BUILDER being obliged to
reschedule its construction programme wherever possible to minimize any
delay as far as possible.



 VIII-1
 









2.             Notice of Delay:


Within
Twenty (20) days after the date of occurrence of any cause of delay, on account
of which the BUILDER claims that it is entitled under this Contract to a
postponement of the Delivery Date, the BUILDER shall notify the BUYER by
telefax of the date when such cause of delay occurred. Likewise, within Twenty
(20) days after the date of ending of such cause of delay, the BUILDER shall
notify the BUYER by telefax of the date when such cause of delay ended.


The
BUILDER shall also notify the BUYER of the period, by which the Delivery Date
is postponed by reason of such cause of delay, as soon as it may be
determined. If the BUILDER does not give the timely advice as above, the
BUILDER shall lose the right to claim such delays as permissible delay.


Failure
of the BUYER to acknowledge to the BUILDER’s claim for postponement of the
Delivery Date within Seven(7) days after receipt by the BUYER of such
notice of claim shall be deemed to be a waiver by the BUYER of its right to
object to such postponement of the Delivery Date..


3.             Definition of Permissible Delay:


Delays
on account of such causes as specified in Paragraph 1 of this Article and
any other delay of a nature which under the terms of this Contract permits
postponement of the Delivery Date shall be understood to be permissible delays
and are to be distinguished from unauthorized delays on account of which the
Contract Price is subject to adjustment as provided for in Article III
hereof.


4.             Right to Cancel for Excessive Delay:


If
the total accumulated time of all delays claimed by the BUILDER on account of
the causes specified in Paragraph 1 of this Article, excluding other delays of
the nature which under the terms of this Contract permit postponement of the
Delivery Date, amounts to Two Hundred and Ten (210) days or more, then, in



 VIII-2
 









such
event, the BUYER may cancel this Contract in accordance with the
provisions of Article X hereof.


The
BUILDER may, at any time after the accumulated time of the aforementioned
delays justifying cancellation by the BUYER, demand in writing that the BUYER
shall make an election, in which case the BUYER shall, within Fourteen (14)
days after such demand is received by the BUYER, either notify the BUILDER of
its intention to cancel this Contract, or consent to a postponement of the Delivery
Date to an agreed specific future date; it being understood and agreed by the
parties hereto that, if any further delay occurs on account of causes
justifying cancellation as specified in this Article, the BUYER shall have the
same right of cancellation upon the same terms as herein above provided.


(End of Article)



 VIII-3















ARTICLE IX - WARRANTY
OF QUALITY


1.             Guarantee:


The
BUILDER, for the period of Twelve(12) months after delivery of the VESSEL
(hereinafter called “Guarantee Period”), guarantees the VESSEL and her engine,
including all parts and equipment manufactured, furnished or installed by the
BUILDER under this Contract, and including the machinery, equipment and
appurtenances thereof, under the Contract but excluding any item which is
supplied by the BUYER or by any other bodies on behalf of the BUYER, against
all defects discovered within the Guarantee Period which are due to faulty
design, defective material, and/or poor workmanship or negligent or other
improper acts or omissions on the part of the BUILDER or its
subcontractors (hereinafter called the “Defect” or “Defects”) and are not a
result of accident, ordinary wear and tear, misuse, mismanagement, negligent or
other improper acts or omissions or neglect on the part of the BUYER, its
employee or agents.


In
addition to the foregoing, the BUILDER shall assist the BUYER in securing from
the paint manufacturer(s) a guarantee direct to the BUYER for the cargo tank
and seawater ballast coating for a period of twenty-four (24) months in
addition to the BUILDER’S aforementioned twelve (12) months guarantee.


In
the event that longer warranties are available from, third party suppliers of
materials, parts and/or equipment at no additional cost then the BUILDER shall
secure such extended warranties.


If
a design or equipment has been implemented or introduced on a sistership, which
has been acknowledged as a guarantee item, such change shall be also introduced
for the VESSEL, if not yet delivered as far as it is practically possible to
carry out such change before delivery of the VESSEL, or if delivered within the
Guarantee Period.



 IX-1
 









The
BUILDER shall ensure wherever possible that warranties and the like provided by
Suppliers of goods, materials, parts, and equipment, and any Subcontractors who
may be approved, are assignable to the BUYER or its assignee and upon the
BUYER’s request the BUILDER shall assign to the BUYER any such rights as it
may have including any right to pursue any claim under the relevant supply
or sub contract.


2.             Notice of Defects:


The
BUYER shall notify the BUILDER in writing, or by telefax of any defect for
which claim is made under this guarantee, as promptly as possible after
discovery thereof. The BUYER’s notice shall describe in detail the nature,
cause and extent of the Defects.


The
BUILDER shall have no obligation for any Defect discovered prior to the expiry
date of the Guarantee Period, unless notice of such Defect is received by the
BUILDER not later than Ten (10) days after such expiry date.


3.             Remedy of Defects:


(a)           The BUILDER shall remedy, at its expense, any Defect against which the
VESSEL is guaranteed under this Article, by making all necessary repairs or
replacements at the Shipyard.


(b)           However, if it is impracticable to bring the VESSEL to the Shipyard,
the BUYER may cause the necessary repairs or replacements to be made
elsewhere which is deemed suitable for the purpose, provided that, in such
event, the BUILDER may forward or supply replacement parts or materials to
the VESSEL, unless forwarding or supplying thereof the VESSEL would impair or
delay the operation of working schedule of the VESSEL. In the event that
the BUYER proposes to cause the necessary repairs or replacements for the
VESSEL to be made at any other shipyard or works than the Shipyard, the BUYER
shall first, but in all events as soon as possible, give the BUILDER a notice in
writing or by telefax confirmed in writing of



 IX-2
 









the
time and place when and where such repairs will be made, and if the VESSEL is
not thereby delayed, or her operation or working schedule is not thereby
impaired, the BUILDER shall have the right to verify by its own
representative(s) the nature, cause and extent of the Defects complained of.


The
BUILDER shall, in such case, promptly advise the BUYER by telefax after such
examination has been completed, of its acceptance or rejection of the Defects
as ones that are covered by the guarantee herein provided. Upon the BUILDER’S
acceptance of the Defects as justifying remedy under this Article, or upon
award of the arbitration so determining, the BUILDER shall reimburse the BUYER
the documented expenses incurred by the BUYER for such repairs or replacements
but such reimbursement shall not exceed the reasonably estimated cost of
carrying out the warranty work at the Shipyard under the same working
conditions.


The
guarantee works shall be settled regularly during the Guarantee Period and the
actual reimbursement for the guarantee shall be made in a lump sum after the
expiry of the Guarantee Period.


(c)           In any case, the VESSEL shall be taken, at the BUYER’S cost and
responsibility, to the place elected, ready in all respects for such repairs or
replacement it being understood that the engineering, calculations,
dismantling, staging, cleaning, tooling, handling, testing, the supply of
parts, dockage if needed, provided such works are directly related to those
repairs and/or replacements, shall be considered as part of the repair or
replacement process to be carried out by the BUILDER.


In
the event mat it is necessary for the BUILDER to forward a replacement for a
defective part under this guarantee, replacement parts shall be delivered
to the BUYER, onboard the VESSEL, at the BUYER’S designated port by air, sea,
road or rail freight at the BUILDER’S expense to such location as is directed
by the BUYER, the method of transportation being determined by the urgency with
which the replacement is required.



 IX-3
 









The
BUILDER reserves the option to retrieve, at the BUILDER’S cost, any of the
replaced equipment/parts in case defects are remedied in accordance with the
provisions in this Article.


(d)           Any dispute under this Article shall be referred to arbitration in
accordance with the provisions of Article XII hereof.


4.             Extent of BUILDER’S Responsibility:


(a)           The BUILDER shall have no responsibility or liability for any other
defect whatsoever in the VESSEL than the Defects specified in Paragraph 1 of
this Article. Nor the BUILDER shall in any circumstance be responsible or
liable for any consequential or special loss, damage or expense including but
not limited to loss of time, loss of profit of earning or demurrage directly or
indirectly occasioned to the BUYER by reason of the Defects specified in
Paragraph 1 of this Article or due to repairs or other works done to the
VESSEL to remedy such Defects.


(b)           The BUILDER shall not be responsible for any defect in any part of
the VESSEL which may, subsequently to delivery of the VESSEL, have been
replaced or repaired in any way by any other contractor, or for any defect
which have been caused or aggravated by omission or improper use and
maintenance of the VESSEL on the part of the BUYER, its servants or agents
or by ordinary wear and tear or by any other beyond control of the BUILDER.


(c)           The guarantee contained as hereinabove in this Article replaces
and excludes any other liability, guarantee, warranty and/or condition imposed
or implied by the law, customary, statutory or otherwise, by reason of the
construction and sale of the VESSEL by the BUILDER for and to the BUYER.



 IX-4
 









5.             Guarantee Engineer:


The
BUILDER shall have the right to appoint a Guarantee Engineer to serve on the
VESSEL as its representative for a period of Three(3) months from the date
the VESSEL is delivered. However, if the BUYER and the BUILDER shall deem it
necessary to keep the Guarantee Engineer on the VESSEL for a longer period,
then he shall remain on board the VESSEL after the said Three(3) months,
but not longer than Six(6) months from the delivery of the VESSEL.


The
BUYER, and its employees, shall give such Guarantee Engineer full cooperation
in carrying out his duties as the representative of the BUILDER on board the
VESSEL.


The
BUYER shall accord the Guarantee Engineer treatment comparable to the VESSEL’s
Chief Engineer, and shall provide board and lodging at no cost to the BUILDER
and/or the Guarantee Engineer.


While
the Guarantee Engineer is on board the VESSEL, the BUYER shall pay to the
BUILDER the sum of Five Thousand United States Dollars (US$5,000.-) per month
as a compensation for a part of cost and charges to be borne by the
BUILDER in connection with Guarantee Engineer and also shall pay the expenses
of his repatriation to Seoul, Korea by air upon termination of his service, the
expenses of his communication with the BUILDER incurred in performing his
duties and expenses, if any, of his medical and hospital care in the VESSEL’s
hospital.


Pertaining
to the detailed particulars of this Paragraph, an agreement will be made
according to this effect between the parties hereto upon delivery of the
VESSEL.


(End of Article)



 IX-5















ARTICLE X -
CANCELLATION BY BUYER


1.             BUILDER’s Default and Effect of Default


The
BUYER shall be entitled but not bound to declare the BUILDER in default of this
CONTRACT in any one of the following cases


(a)           the BUILDER is declared bankrupt by order of any court of competent
jurisdiction, or files a petition of cessation of payments;


(b)           the appointment of a receiver over all or a substantial part of
the BUILDER’S assets;


(c)           an effective resolution is passed for the BUILDER’S voluntary winding
up (except for the purposes of reorganization, merger or amalgamation) or
compulsory liquidation;


(d)           the conclusion of a scheme of arrangement or other voluntary
composition between the BUILDER and his creditors;


(e)           the VESSEL becomes, before delivery, an actual or constructive or
compromised or agreed or arranged total loss and when the BUILDER is not
covered by the insurance policy as per Article XVII;


(f)            the BUILDER, without prior written consent of
the BUYER, removes the VESSEL from the Shipyard or assigns, sub-lets or
subcontracts performance of the whole or part of its obligations, except
as provided for in this Contract or as agreed by BUYER; or


(g)           the BUILDER fails to tender the VESSEL upon completion of the VESSEL.


If
the BUILDER shall be in any default as provided for herein, the BUYER
may at its option, cancel this CONTRACT.



 X-1
 









2              Notice:


The
payments made by the BUYER prior to delivery of the VESSEL shall be in the
nature of advances to the BUILDER, and in the event that the VESSEL after sea
trial is rejected by the BUYER or the Contract is cancelled by the BUYER in
accordance with the terms of this Contract under and pursuant to any of the
provisions of this Contract specifically permitting the BUYER to do so, then
the BUYER shall notify the BUILDER in writing or by telefax confirmed in
writing, and such cancellation shall be effective as of the date when notice
thereof is received by the BUILDER.


3.             Refund by BUILDER:


In
case the BUILDER receives the notice stipulated in Paragraph 2 of this Article,
the BUILDER shall promptly refund to the BUYER the full amount of all sums paid
by the BUYER to the BUILDER on account of the VESSEL together with interest
thereon, unless the BUILDER disputes same and proceeds to arbitration under the
provisions of Article XII hereof.


In
such event, the BUILDER shall pay the BUYER interest at the rate of Seven
percent (7%) per annum on the amount required herein to be refunded to the
BUYER, computed from the dates following on which such sums were paid by the
BUYER to the BUILDER to the date of remittance by transfer of such refund to
the BUYER by the BUILDER., provided, however, that if the said cancellation by
the BUYER is made under the provisions of Paragraph 4 of Article VIII
hereof, then in such event the BUILDER shall not be required to pay any
interest.


As
security for refund of installments prior to delivery of the VESSEL, the
BUILDER shall furnish the BUYER within Ninety (90) calendar days after
signature of this Contract with a letter of guarantee covering the amount of such
pre-delivery installments and issued by the BUILDER’s Bank in favour of the
BUYER. Such letter of guarantee shall have substantially the same form and
substance as Exhibit ”A” annexed hereto.



 X-2
 









4.             Discharge of Obligations:


Upon
such refund by the BUILDER to the BUYER, all obligations, duties and
liabilities of each of the parties hereto to the other under this Contract
shall be forthwith completely discharged.


(End of Article)



 X-3















ARTICLE XI - BUYER’s
DEFAULT


1.             Definition of BUYER’s Default:


The
BUYER shall be deemed to be in default of its performance of obligations under
this Contract in the following cases:


(a)           If the Second or Third Installment is not paid by the BUYER to the BUILDER
within Three (3) banking days after such installment becomes due and
payable as provided in Article II hereof (Five (5) banking days in
case of the First Installment);


or


(b)           If the Fourth Installment is not deposited by the BUYER at the BUILDER’s
bank at least Three (3) business days prior to the anticipated delivery
date of the VESSEL as provided In Article II hereof;


or


(c)           If the BUYER, when the VESSEL is duly tendered for delivery by the
BUILDER in accordance with the provisions of this Contract, fails to accept the
VESSEL within Five (5) days from the tendered date without any specific
and valid ground thereof under this Contract;


2.             Effect of Default on or before Delivery of
VESSEL:


(a)           Should the BUYER make default in payment of any installment of the
Contract Price on or before delivery of the VESSEL, the BUYER shall pay the
installment(s) in default plus accrued interest thereon at the rate of Seven
percent(7%) per annum computed from the due date of such installment to the
date when the BUILDER receives the payment, and, for the purpose of Paragraph 1
of Article VII hereof the Delivery Date of the VESSEL shall be
automatically extended by the period of continuance of such default by the
BUYER. In any event of default by the BUYER, the BUYER shall also pay all
charges and expenses incurred by the BUILDER in consequence of such default.



 XI-1
 









(b)           If any default by the BUYER continues for a period of Twenty (20) days,
the BUILDER may, at its option, cancel this Contract by giving notice of such
effect to the BUYER by telefax confirmed in writing.


Upon
dispatch by the BUILDER of such notice of cancellation, this Contract shall be
forthwith cancelled and terminated. In the event of such cancellation of this
Contract, the BUILDER shall be entitled to retain any installment or
installments already paid by the BUYER to the BUILDER on account of this
Contract and the BUYER’s Supplies, if any.


3.             Disposal of VESSEL by BUILDER upon BUYER’s
Default:


(a)           In the event that this Contract is cancelled by the BUILDER under the
provisions of Paragraph 2(b) of this Article, the BUILDER may, at its sole
discretion, either complete the VESSEL and sell the same, or sell the VESSEL in
its incomplete state, free of any right or claim of the BUYER. Such sale of the
VESSEL by the BUILDER shall be either by public auction or private contract in
good faith at the BUILDER’s sole discretion and on such terms and conditions as
the BUILDER shall deem fit.


(b)           In the event of such sale
of the VESSEL, the amount of the sale received by the BUILDER shall be applied
firstly to all expenses attending such sale or otherwise incurred by the
BUILDER as a result of the BUYER’s default, secondly to the payment of all
costs and expenses of construction of the VESSEL incurred by the BUILDER less BUYER’s
Supplies and the installments already paid by the BUYER and the compensation to
the BUILDER for profit due to cancellation of this Contract, and finally to the
repayment to the BUYER without interest, if any balance is obtained.


(c)           If the proceeds of sale are insufficient to pay such total costs and
loss of profit as aforesaid, the BUYER shall promptly pay the deficiency to the
BUILDER upon request.


(End of Article)



 XI-2















ARTICLE XII -
ARBITRATION


1.             Decision by the Classification Society:


If
any dispute arises between the parties hereto in regard to the design and/or
construction of the VESSEL, its machinery and equipment, and/or in respect of
the materials and/or workmanship thereof and/or thereon, and/or in respect of
interpretations of this Contract or the Specifications, the parties may by
mutual agreement refer the dispute to the Classification Society or to such
other expert as may be mutually agreed between the parties hereto, and
whose decision shall be final, conclusive and binding upon the parties hereto.


2.             Proceedings of Arbitration:


In
the event that the parties hereto do not agree to settle a dispute according to
Paragraph 1 of this Article and/or in the event of any other dispute of
any kind whatsoever between the parties and relating to this Contract or its
cancellation or any stipulation herein, such dispute shall be submitted to
arbitration in London. Each party shall appoint an arbitrator and a third by the
two arbitrators so appointed.


If
the two arbitrators are unable to agree upon an third arbitrator within
Twenty(20) days after appointment of the second arbitrator, then either of the
two arbitrators or the parties may apply to the President for the tune being
of the London Maritime Arbitrators Association to appoint the third arbitrator,
and the three arbitrators shall constitute the board of arbitration.


Such
arbitration shall be in accordance with and subject to the provisions of the
Arbitration Act 1996 of the United Kingdom or any statutory modification or
re-enactment thereof for the time being in force.


Either
party may demand arbitration of any such dispute by giving notice to the
other party. Any demand for arbitration by either of the parties hereto shall
state the name of the arbitrator appointed by such party and shall also
identify the dispute for which such party is demanding arbitration.


Within
Fourteen (14) days after receipt of notice of such demand for arbitration,



 XII-1
 









the
other party shall in turn appoint a second arbitrator and give notice in
writing of such appointment to the party demanding arbitration. If a party
fails to appoint its arbitrator as aforementioned the party requesting
arbitration may give a second notice in writing to the other party
requiring them to appoint their arbitrator. If they fails to do so within seven
(7) days following receipt of the second notice the party failing to
appoint an arbitrator shall be deemed to have accepted and appointed, as its
own arbitrator, the arbitrator appointed by the party demanding arbitration and
the arbitration shall proceed before this sole arbitrator who alone in such
event shall constitute the Arbitration Board.


The
award of the arbitrators shall be final and binding on both parties.


3.             Work to Continue during Arbitration:


Work
under this Contract shall continue during the arbitration of any dispute,
unless otherwise mutually agreed between the BUYER and the BUILDER.


4.             Expenses:


The
Arbitration Board shall determine which party shall bear the expenses of the
arbitration or the portion of such expenses which each party shall bear.


5.             Entry in Court:


In
case of failure by either party to respect the award of the arbitration, the
judgment may be entered in any proper court having jurisdiction thereof.


6.             Alteration of Delivery Date:


In
the event of reference to arbitration of any dispute arising out of matters
occurring prior to delivery of the VESSEL, the award may include any
postponement of the Delivery Date, which the Arbitration Board may deem
appropriate.


(End of Article)



 XII-2















ARTICLE XIII -
SUCCESSOR AND ASSIGNS


Neither
of the parties hereto shall assign this Contract to any other individual or
company unless prior consent of the other party is given in writing. Should
circumstances permit with or without alteration of the terms and conditions of
this Contract, such consent shall not be unreasonably withheld by either party.


Notwithstanding
the foregoing the BUYER shall be entitled to assign this Contract without the
need to obtain the consent of the BUILDER either pursuant to an assignment by
way of security to a bank or financial institution providing credit
accommodation to the BUYER in connection with the VESSEL or to any other
company associated with the BUYER (being a company under common ownership,
management or control of the BUYER or the beneficial owners of the BUYER).


In
the event of any assignment pursuant to the terms of this Contract, the
assignee shall succeed to all of the rights and obligations of the assignor
under this Contract and the assignor shall remain responsible for the
fulfillment of this Contract.


In
the event of the assignment from the BUYER to any other individual or company
(other than to a bank or financial institution by way of security as aforesaid)
the BUILDER shall be entitled to request a Performance Guarantee from the BUYER
having same form and contents as Exhibit ”B” annexed hereto.


(End of Article)



 XIII-1















ARTICLE XIV - TAXES AND
DUTIES


1.             Taxes and Duties Incurred in Korea:


The
BUILDER shall bear and pay all taxes, duties, stamps and fees incurred in Korea
in connection with execution and/or performance of this Contract as the
BUILDER, except for any taxes and duties imposed in Korea upon the BUYER’s
Supplies.


2.             Taxes and Duties Incurred outside Korea:


The
BUYER shall bear and pay all taxes, duties, stamps and fees incurred outside
Korea in connection with execution and/or performance of this Contract as the
BUYER, except for taxes and duties imposed upon those items to be procured by
the BUILDER for construction of the VESSEL.


(End of Article)



 XIV-1















ARTICLE XV - PATENTS,
TRADEMARKS, COPYRIGHTS, ETC.


1.             Patents, Trademarks and Copyrights:


Machinery
and equipment of the VESSEL may bear the patent number trademarks or trade
names of the manufacturers. The BUILDER shall defend without any limitation of
time and hold harmless the BUYER from patent liability or claims of patent
infringement of any nature or kind, including costs and expenses for, or on
account of any patented or patentable invention made or used in the performance
of this Contract and also including costs and expenses of litigation, if any.


Nothing
contained herein shall be construed as transferring any patent or trademark
rights or copyrights in equipment covered by this Contract, and all such rights
are hereby expressly reserved to the true and lawful owners thereof. The
BUILDER’s warranty hereunder does not extend to the BUYER’s Supplies.


2.             General Plans, Specifications and Working
Drawings:


The
BUILDER retains all rights with respect to the Specifications, and plans and
working drawings, technical descriptions, calculations, test results and other
data, information and documents concerning the design and construction of the
VESSEL and the BUYER undertakes therefore not to disclose the same or divulge
any information contained therein to any third parties, without the prior
written consent of the BUILDER, except where it is necessary for usual
operation, repair and maintenance of the VESSEL or for the sale of the VESSEL
or for raising finance or for enforcing its rights under this CONTRACT.


(End of Article)



 XV-1















ARTICLE XVI - BUYER’s
SUPPLIES


1.             Responsibility of BUYER:


(a)           The BUYER shall, at its own risk, cost and expense, supply and deliver
to the BUILDER all of the items to be furnished by the BUYER as specified in
the Specifications (herein called the BUYER’s Supplies) at warehouse or other
storage of the Shipyard in the proper condition ready for installation in or on
the VESSEL, in accordance with the time schedule designated and advised by
the BUILDER to the BUYER.


(b)           In order to facilitate installation by the BUILDER of the BUYER’s
Supplies in or on the VESSEL, the BUYER shall furmish the BUILDER with
necessary specifications, plans, drawings, instruction books, manuals, test
reports and certificates required by the rules and regulations of the
Specifications. If so requested by the BUILDER, the BUYER shall, without any
charge to the BUILDER, cause the representatives of the manufacturers of the
BUYER’s Supplies to assist the BUILDER in installation thereof in or on the
VESSEL and/or to carry out installation thereof by themselves or to make
necessary adjustments at the Shipyard.


(c)           Any and all of the BUYER’s Supplies shall be subject to the BUILDER’s
reasonable right of rejection, as and if they are found to be unsuitable or in
improper condition for installation.


(d)           Should the BUYER fail to deliver any of the BUYER’s Supplies within the
time designated, the Delivery Date shall be extended for a period, which
actually caused the delay in the delivery of the VESSEL.


(e)           If delay in delivery of any of the BUYER’s Supplies exceeds thirty (30)
days, then, the BUILDER shall be entitled to proceed with construction of the
VESSEL without installation thereof in or on the VESSEL as hereinabove
provided, and the BUYER shall accept and take delivery of the VESSEL so



 XVI-1
 









constructed,
unless such delay is caused by Force Majeure. in which case the provision
Paragraph l(d) of this Article shall apply.


2.             Responsibility of BUILDER:


The
BUILDER shall be responsible for storing and handling with reasonable care of
the BUYER’s Supplies after delivery thereof at the Shipyard, and shall, at its
own cost and expense, install them in or on the VESSEL, unless otherwise
provided herein or agreed by the parties hereto, provided, always, that the
BUILDER shall not be responsible for quality, efficiency and/or performance of
any of the BUYER’s Supplies.


(End of Article)



 XVI-2















ARTICLE XVII -
INSURANCE


1.             Extent of Insurance Coverage


From
the time of launching until delivery of the VESSEL, The BUILDER shall, at its
own cost and expense, insure the VESSEL and all machinery and equipment,
appurtenances and outfits, including the BUYER’S Supplies, built into or
installed in or upon the VESSEL, against all risks under the “Institute Causes
for BUILDER’s Risk”, with first class insurance company or underwriters in
Korea on terms corresponding to “Institute Clause of London Underwriters for
Builder’s Risks”. The amount of such insurance coverage shall, up to the date
of delivery of the VESSEL, not be less than the Contract Price plus the value
of the BUYER’s Supplies in the custody of the Shipyard.


2.             Application of the Recovered Amounts


In
the event that the VESSEL shall be damaged from any insured cause at any time
before delivery of the VESSEL, and in the further event that such damage shall
not constitute an actual or constructive total loss of the VESSEL, the amount
received in respect of the insurance shall be applied by the BUILDER in repair
of such damage, satisfactory to the Classification Society, and the BUYER shall
accept the VESSEL under this Contract if completed in accordance with this
Contract and the Specifications, however, subject to the extension of delivery
time under Article VIII hereof (except in case of negligence of the
BUILDER)


Should
the VESSEL from any cause become an actual or constructive total loss, the
BUILDER shall either:


(a)           proceed in accordance with the terms of this Contract, in which case
the amount received in respect of the insurance shall be applied to the
construction and repair of damage of the VESSEL, provided the parties hereto
shall have first agreed thereto in writing and to such reasonable extension of
delivery time as may be necessary for the completion of such
reconstruction and repair; or



 XVII-1
 









(b)           refund promptly to the BUYER the full amount of all sums paid by the
BUYER to the BUILDER as installments in advance of delivery of the VESSEL
without any interest, and deliver to the BUYER all BUYER’S Supplies (or the
insurance proceeds paid with respect thereto), in which case this Contract
shall be deemed to be automatically terminated and all right, duties,
liabilities and obligations of each of the parties to the other shall forthwith
cease and terminate.


In
the event that no agreement on the above (a) is reached within Two
(2) months, then above (b) shall apply.


3.             Termination of Builder’s Obligation to Insure


The
BUILDER shall be under no obligation to insure the VESSEL hereunder after
delivery of the VESSEL.


(End of Article)



 XVII-2















ARTICLE XVIII - NOTICE


1.             Address:


Any
and all notices and communications in connection with this Contract shall be
addressed as follows:


To
the BUYER:


Stolt-Nielsen Transportation Group B.V.


Westerlaan 5


3016 GK Rotterdam


Harbour 190


The
Netherlands


Telefax No. : + 31 10 264 4404


Telephone No.:+ 31 10 299 6666


Email: shina-projects@sntg.com


Contact:
Mr. Jens Lassen


To
the BUILDER:


ShinA Shipbuilding Co., Ltd.


227, Donam-Dong, Tongyeong, Gyeongnam, Korea


Telefax No. :+82-55-649-2114


Telephone No. :+82-55-640-3300/3301


Email: sales@shinaship.co.kr


Contact:
Mr. S.P. Lee


2.             Language:


Any
and all notices and communications in connection with this Contract shall be
written in the English language.



 XVIII-1
 









3.             Effective Date of Notice:


The
notice in connection with this Contract shall become effective from the date
when such notice is received by the BUYER or by the BUILDER except otherwise
described in the Contract,


(End of Article)



 XVIII-2















ARTICLE XIX - EFFECTIVE
DATE OF CONTRACT


This
Contract shall become effective upon signing by the parties hereto.


(End of Article)



 XIX-1















ARTICLE XX
-
INTERPRETATION


1.             Laws Applicable:


The
parties hereto agree that the validity and interpretation of this Contract and
of each Article and part thereof shall be governed by the laws of
England.


2.             Discrepancies:


All
general language or requirements embodied in the Specifications are intended to
amplify, explain and implement the requirements of this Contract. However, in
the event that any language or requirements so embodied permit of an
interpretation inconsistent with any provisions of this Contract, then, in each
and every such event, the applicable provisions of this Contract shall prevail
and govern. In the event of conflict between the Specifications and Plans, the
Specifications shall prevail and govern.


3.             Entire Agreement:


This
Contract contains the entire agreement and understanding between the parties
hereto and supersedes all prior negotiations, representations, undertaking and
agreements on any subject matter of this Contract.


4.             Amendments and Supplements:


Any
supplement, memorandum of understanding or amendment, whatsoever form it
may be relating to this Contract, to be made and signed among parties
hereof after signing this Contract, shall become an integral part of this
Contract and shall be predominant over the respective corresponding
Article and/or Paragraph of this Contract.


(End of Article)



 XX-1














IN
WITNESS WHEREOF, the parties hereto have caused this Contract to be duly
executed on the day and year first above written.


	
  BUYER:

  	
   

  	
  BUILDER:

  
	
  For
  and on behalf of

  	
   

  	
  For
  and on behalf of

  
	
  Stolt-Nielsen
  Transportation Group B.V.

  	
   

  	
  ShinA
  Shipbuilding Co., Ltd

  



 


	
  /s/
  Otto Fritzner

  	
   

  	
  /s/
  Su-Ean Yoo

  
	
  By:

  	
  Mr. Otto
  Fritzner

  	
   

  	
  By:
  

  	
  Su-Ean
  Yoo

  
	
  Title:

  	
  C.E.O

  	
  Title:

  	
  President &
  C.E.O

  
					



 


	
  WITNESS:

  	
   

  
	
  For
  and on behalf of 

  	
   

  
	
  Barry
  Rogliano Salles

  	
   

  



 


	
  /s/
  Francois Cadiou

  	
   

  	
   

  
	
  By:

  	
  Mr. Francois
  Cadiou

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Partner

  	
   

  	
   

  
					



 



 E-1















EXHIBIT ”A”


LETTER OF REFUNDMENT GUARANTEE NO.


Gentlemen :


We hereby open our irrevocable letter of guarantee
No.            in
favour of
                               (hereinafter
called the “BUYER”) for account of Shina Shipbuilding Co., Ltd. (hereinafter
called the “BUILDER”) as follows in consideration of the BUYER entering into
the shipbuilding contract dated
                 (hereinafter
called the “Contract”) made by and among the BUYER and the BUILDER for the
construction of one(l) single screw diesel driven DWT 44,000 IMO II/III Product
/ Chemical Tanker having BUILDER’S Hull
No. S         (hereinafter
called the “VESSEL”) and of making arrangements to pay the first installment.


If in connection with the terms of the Contract the
BUYER shall become entitled to a refund of the advance payment made to the
BUILDER prior to the delivery of the VESSEL, we hereby irrevocably guarantee
the repayment of the same to the BUYER immediately on demand, US$ [amount
of the First Installment],  together
with interest thereon at the rate of Seven per cent (7%) per annum from the
date following the date of receipt by the BUILDER to the date of remittance by
telegraphic transfer of such refund.


The amount of this guarantee will be automatically
increased, not more than Two (2) times, upon BUILDER’S receipt of the
subsequent installments: each time by the amount of installment of USD [amount
of the Second Installment]  USD
[amount
of the Third Installment],  respectively
plus interest thereon as provided in the Contract., but in any eventuality the
amount of this guarantee shall not exceed the total sum of
US$              [amount
of all the pre-delivery Installments]  (Say U.S.
Dollars                   only)
plus interest thereon at the rate of Seven per cent (7%) per annum from the
date following the date of BUILDER’S receipt of each installment to the date of
remittance by telegraphic transfer of the refund.



 A-1
 









In case any refund is made to you by the BUILDER or
by us under this guarantee, our liability hereunder shall be automatically
reduced by the amount of such refund.


The BUYER may assign its rights under the
letter of guarantee on the same terms and to the same person to which it is
permitted to assign its rights under the Contract.


In the event of cancellation of the Contract being
based on delays due to force majeure, no interest shall be paid as required by
Article X of the Contract.


This letter of guarantee is available against BUYER’S
simple receipt and signed statement certifying that BUYER’S demand for refund
has been made in conformity with Article X of the Contract and the BUILDER
has failed to make the refund within Thirty (30) days after your demand. Refund
shall be made to you by telegraphic transfer in United States Dollars.


This letter of guarantee shall expire and become
null and void upon receipt by the BUYER of the sum guaranteed hereby or upon
acceptance by the BUYER of the delivery of the VESSEL in accordance with the
terms of the Contract and, in either case, this letter of guarantee shall be
returned to us. This guarantee is valid from the date of this letter of
guarantee until such time as the VESSEL is delivered by the BUILDER to the
BUYER in accordance with the terms of the Contract.


Notwithstanding the provisions hereinabove, in case
we receive notification from you or the BUILDER confirmed by an Arbitrator
stating that your claim to cancel the Contract or. your claim for refundment
thereunder has been disputed and referred to Arbitration in accordance with the
provisions of the Contract, the period of validity of this guarantee shall be
extended until Thirty (30) days after the final award shall be published in the
Arbitration in favour of the BUYER. In such case, this guarantee shall not be
available unless and until such acknowledged copy of the final award in the
Arbitration justifying your claim is presented to us.



 A-2
 









Notice of claim hereunder may be made the
service on our office [details]


This guarantee shall be governed by the Laws of
England.


Very truly yours,



 A-3















EXHIBIT ”B”


Shina
Shipbuilding Co., Ltd.


227,
Donam-dong, Tongyeong,


Gyeongnam, Korea 650-150


Date:                  ,
200


PERFORMANCE GUARANTEE


In consideration of the assignment of the
shipbuilding contract dated (hereinafter called the “Contract”) by us
to                having
your Hull
No. S                        (hereinafter
called the “VESSEL”) which provides among other things for payment of the
Contract Price amounting
to                  United
States Dollars (US$              )
(subject to adjustment as per the terms of the Contract);


We, the undersigned, hereby irrevocably and
unconditionally guarantee to you, your successors, and assigns the due and
faithful performance by the BUYER of its all liabilities and responsibilities
under the Contract and any supplement, amendment, change or modification
hereafter made thereto, including but not limited to, due and prompt payment of
the Contract Price by the BUYER to you, your successors, and assigns under the
Contract and any supplement, amendment, change or modification as aforesaid
(hereby expressly waiving notice of any such supplement, amendment, change or
modification as may be agreed to by the BUYER and confirming that this
guarantee shall be fully applicable to the Contract as so supplemented, amended,
changed or modified).


This Performance Guarantee shall be governed by the
laws of England.


GUARANTOR:


BY:


TITLE:


WITNESS:



 B-1