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                                                                    EXHIBIT 10.9


              CERTAIN PORTIONS OF THIS CONTRACT HAVE BEEN OMITTED
                    AND FILED SEPARATELY WITH THE COMMISSION

                            CONTRACT OF AFFREIGHTMENT


         AGREEMENT dated May 31, 2001, between Amerada Hess Corporation, a
Delaware corporation, having an office at 1185 Avenue of the Americas, New York,
New York, 10036 (herein "Hess") and LEEVAC Marine, Inc., a Louisiana corporation
having an office at 414 North Causeway Boulevard, Mandeville, Louisiana 70448
(herein "Owner" or "LMI").


                                    RECITALS:

A.       Hess will employ the services of vessels, tugs and barges for the
         transportation of liquid petroleum products in bulk from and to various
         coastal and inland waterway locations in the northeastern United
         States;

B.       Owner is willing to furnish the services of vessels, tugs and barges as
         may be required by Hess from time to time subject to the terms and
         conditions set forth herein.


                          THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 - SCOPE OF WORK

A.       1.       Subject to the limitations set forth herein, Owner will
                  transport liquid petroleum products in bulk from and to
                  various coastal and inland waterway locations in the
                  northeastern United States that have historically been
                  serviced by any of Hygrade Operators, Inc., Red Star Towing
                  and Transportation Company and Sheridan Towing, as per
                  Schedule A, as requested by Hess, through the use of Provided
                  Vessels (as defined in Article 3B). Owner will furnish such
                  service to Hess under the terms in this Agreement. Except as
                  otherwise provided in this Agreement, Hess will be obligated
                  to use Owner's services for Hess's waterway transport
                  requirements in the northeastern United States for the term of
                  this Agreement. If, subject to Article 1H, at any time Owner
                  is unable to meet Hess's requirements, under the terms of this
                  Agreement, Hess may procure transportation services elsewhere,
                  subject to a good faith effort to pursue such services at a
                  commercially reasonable rate, and Owner will be responsible
                  for any excess costs above the rates in Schedule A for such
                  procured transportation services, for up to the [Confidential
                  material omitted and filed separately with the Commission]
                  barrels maximum per month; provided that no more than
                  [Confidential material omitted and filed separately with the
                  Commission] barrels per month shall be dirty barrels.

         2.       Except in the circumstances provided in Article 1A3 below, if
                  Hess requests transportation of barrels above the
                  [Confidential material omitted and filed separately with the
                  Commission] monthly maximum (or the [Confidential material
                  omitted and filed separately with the Commission] dirty barrel
                  maximum, as applicable), Owner will use

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                  commercially reasonable efforts, subject to Article 1H, to
                  move Hess barrels in vessels owned by Owner, its parent or any
                  affiliate and not otherwise committed at the Schedule A rates.
                  If such owned vessels are not available, above the
                  [Confidential material omitted and filed separately with the
                  Commission] monthly maximum (or the dirty barrel maximum, as
                  applicable), Owner will use commercially reasonable efforts to
                  charter third-party vessels at market rates and on such other
                  terms and conditions as are reasonably satisfactory to Hess
                  and pass the cost through to Hess. If, above the [Confidential
                  material omitted and filed separately with the Commission]
                  monthly maximum (or the dirty barrel maximum, as applicable),
                  Owner is unable to charter third party vessels, or such
                  vessels are either not available at market rates or not
                  acceptable to Hess, it shall not constitute a breach of this
                  Agreement or be counted against Owner for purposes of Article
                  47A or B. In such event, Hess may procure transportation
                  services elsewhere for such volumes in excess of the monthly
                  maximum. Hess will pay in a timely fashion all invoices of any
                  Provided Vessel chartered in by Owner to move Hess barrels
                  upon receipt of the relevant invoice in accordance with
                  Article 43 and the parties will use their best efforts to
                  reconcile such payments and credit the proper party (Hess or
                  Owner) at the end of each month consistent with the interest
                  otherwise expressed in this Article 1A2 and in Article 1A1.
                  above.

         3.       Hess will provide Owner with 60 days' written notice of any
                  permanent new transportation needs that exceed the
                  [Confidential material omitted and filed separately with the
                  Commission] barrels monthly (or the dirty barrel maximum, as
                  applicable). Owner will, within 30 days following receipt of
                  such notice provide Hess with a preliminary indication of
                  Owner's intentions with respect to transporting Hess's
                  additional need and prior to the end of the 60-day notice
                  period, prepare and deliver a written proposal to Hess
                  concerning a means acceptable to Owner to satisfy Hess's new
                  transportation needs or a notice that, despite commercially
                  reasonable efforts, it is unable to make such a proposal.
                  Within 30 days following receipt of Owner's proposal, Hess
                  shall advise Owner in writing of its acceptance or rejection
                  of the proposal. If accepted, Owner will implement the
                  proposal in accordance with its terms. If rejected, Hess may
                  procure transportation services elsewhere for such new needs.
                  If, despite commercially reasonable efforts, Owner is not able
                  to provide such a proposal to Hess or Hess rejects the
                  proposal, it shall not constitute a breach of this Agreement
                  or be counted against Owner for purposes of Article 47A or B.


B.       Hess commits to a [Confidential material omitted and filed separately
         with the Commission] barrel minimum annual volume for each Contract
         Year.

         If Hess fails to ship the minimum annual volume for each Contract Year
         and the failure to ship is not excused by force majeure or by the
         inability of Owner to furnish necessary vessels to fulfill its
         obligations, Hess will pay to Owner the deficiency in the number of
         barrels that Hess has failed to ship multiplied by the


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         factor of [Confidential material omitted and filed separately with the
         Commission] per barrel ("Deficiency Payment"). Those barrels
         constituting uncontested, paid Dead Freight will be included in the
         minimum annual volume as if those barrels had been shipped by Hess.
         Payment of the Deficiency Payment for each Contract Year will be
         reconciled and paid within 30 days following the end of such Contract
         Year.

C.       Hess will be entitled to an offset against any Deficiency Payment due
         for an applicable Contract Year in the manner set forth below in this
         paragraph. To the extent Owner, as a result of increased availability
         of its owned vessels due to Hess's shortfall in transported volumes,
         transports in such Contract Year, barrels in the northeastern United
         States for third parties that were not the result of commercial
         arrangements existing prior to the time of the decline in transported
         Hess volumes that resulted in or contributed to Hess's shortfall
         ("Third Party Volume"), Hess will be entitled to offset the Deficiency
         Payment by an amount calculated by multiplying $[Confidential material
         omitted and filed separately with the Commission] times the number
         determined by subtracting (i) the aggregate of barrels transported for
         Hess in the northeastern United States in such Contract Year ("Hess
         Volume") from (ii) the aggregate of Hess Volume in such Contract Year
         plus Third Party Volume; provided that the number used for purposes of
         this clause (ii) will not exceed [Confidential material omitted and
         filed separately with the Commission] barrels.

         Example 1: [Confidential material omitted and filed separately with the
         Commission]

         Example 2: [Confidential material omitted and filed separately with the
         Commission]

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D.       1.       In the event of a significant change in business due to an
                  unforeseen event or interruption in business of Hess (for
                  example, a sale or closing of assets constituting all or a
                  substantial portion of a business operation such as retail
                  locations, a terminal or a refinery), Hess will have the
                  option to permanently reduce the required annual minimum
                  barrels to the extent attributable to the event or
                  interruption for the remainder of the term of this Agreement.

         2.       Hess will be required to give Owner a ninety (90) day written
                  notice of its intent to permanently reduce the minimum barrels
                  under this Agreement, and in such event, Hess will pay to
                  Owner the Adjustment Fee. Such a notice of reduction, once
                  delivered to Owner, shall be irrevocable. Payment of the
                  Adjustment Fee shall be made as follows: [Confidential
                  material omitted and filed separately with the Commission]%
                  of the Adjustment Fee on the 90th day following written
                  notice, [Confidential material omitted and filed separately
                  with the Commission]% of the Adjustment Fee on the same day
                  of each of the third, sixth and ninth months following the
                  90th day.

         3.       The Adjustment Fee shall be defined as $[Confidential material
                  omitted and filed separately with the Commission] per
                  day times the days remaining under this Agreement following
                  the effective date of the reduction in the minimum, times the
                  percentage reduction (calculated to one decimal place) in the
                  minimum annual barrels provided for in this Agreement.

         4.       In the event of a permanent reduction in minimums as
                  contemplated in this Article 1D, the monthly maximum volumes
                  provided for in this Agreement shall be reduced by the same
                  percentage that the minimums are reduced.

E.       Owner will make all reasonable efforts to safely navigate in ice and
         break ice, if necessary. Owner will be compensated for this in
         accordance with Schedule B. Hess will pay Owner an ice charge equal to
         the hourly rate in Schedule B, over


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         and above the freight rate, for each hour that a tug and barge unit is
         operating in ice or is stuck in ice. If Owner requires the services of
         an assist tug, its costs, as stipulated on Schedule B when breaking
         ice, will be paid by Hess. All invoices for ice charges are payable in
         full upon receipt and shall be submitted together with copies of ice
         logs from each Provided Vessel invoiced, duly signed by the Master of
         the Provided Vessel. In addition, a copy of the United States Coast
         Guard's (USCG) daily Ice Report will be provided by Owner when
         available.

         Whenever possible, Owner will notify Hess prior to commencing any
         voyage where ice charges and delays are anticipated. Upon receipt of
         such information, Hess may elect to direct the Provided Vessel to
         another terminal or port. In such event and if the Provided Vessel is
         already in transit, then Hess will pay Owner any deviation costs
         resulting from the change in destination.

F.       For the stub period commencing June 1, 2001, the minimum volumes shall
         be [Confidential material omitted and filed separately with the
         Commission], and for purposes of the stub period in 2006, the
         minimum volumes shall be the average actual volumes for such stub
         period over the prior 3 years.

G.       Owner will coordinate the provision of barge services to Hess in the
         southeastern United States in exchange for a commission equal to
         [Confidential material omitted and filed separately with the
         Commission]% of the freight charges paid by Hess for such barges
         coordinated by Owner. Owner and Hess agree to establish procedures for
         the nomination of such barges. Freight charges through December 31,
         2001, will be according to the currently existing rate schedule with
         Vane Brothers shown on Schedule C attached hereto, and thereafter
         freight charges will be at generally prevailing area rates until such
         time, if any, as Hess and Vane Brothers or another transportation
         provider shall negotiate a new schedule of freight charges. Owner's
         responsibility extends solely to using reasonable commercial efforts to
         coordinate the barge services and manage the logistics thereof, and
         Owner will not be responsible for the actual provision of barge
         services or be liable or penalized in any way if such barge services
         are not provided. Within 30 days after December 31 of each year of this
         contract, Hess shall have the right to discontinue the services
         provided by Owner under this Article 1G, provided Hess provides Owner
         with written notice within such 30-day period.

H.       It is Owner's policy not to haul dirty barrels on single-hull vessels.
         Owner will only transport dirty barrels on double bottomed or double
         hulled vessels. In no event will Hess require Owner to use any vessel
         owned by Owner in contravention of this policy. Owner has time
         chartered the barge "New Jersey" from Moran at a rate of $[Confidential
         material omitted and filed separately with the Commission]/day
         for a one-year period beginning on or around July 1, 2001 to transport
         Hess dirty barrels. Notwithstanding anything to the contrary contained
         in this Agreement, Hess will be responsible for the costs of such time
         charter (or any time charter of an agreed substitute vessel); it being
         understood that Owner agrees to reimburse Hess at the time charter rate
         for any days the "New Jersey" (or an agreed upon substitute vessel) is
         used for non-Hess moves. If, at any time, Hess requires the transport
         of dirty barrels from any Hess-owned inner berth and Owner has no
         double bottomed or doubled hulled


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         vessels available and provided the "New Jersey" (or any agreed upon
         substitute vessel) is moving barrels for Hess' account at that time,
         Owner will use commercially reasonable efforts to charter appropriate
         third-party vessels at market rates and on such other terms and
         conditions as are reasonably satisfactory to Hess and pass the cost
         through to Hess. If Owner is unable to charter third-party vessels for
         such inner berth moves, or such vessels are either not available at
         market rates or not acceptable to Hess, provided the "New Jersey" (or
         any agreed upon substitute vessel) is moving barrels for Hess' account
         at that time, it shall not constitute a breach of this Agreement or be
         counted against Owner for purposes of Article 47A or B.


ARTICLE 2 - PERIOD OF AGREEMENT

The original term of this Agreement will be from the effective date of this
Agreement through March 31, 2006. The parties agree to negotiate in good faith
to reach acceptable terms and conditions to extend the Agreement past the end of
its term by September 30, 2005. If no agreement is reached by such date, each
party will be relieved of any further obligation regarding any extension of this
Agreement.


ARTICLE 3 - DEFINITIONS

A.       "Cargo" means clean or dirty petroleum products, maximum of (3) grades,
         within a vessel's natural segregations with grades defined as including
         specific grades of gasoline as separate grades. Additional grades may
         be carried with single valve segregation with some line admixture.

B        "vessel" means any barge or tow, whichever is appropriate. The term
         "tow" means any combination of tugs and barges with the ability to
         function as a single unit. "Provided Vessel" means a vessel, owned or
         chartered by Owner, or its parent or other affiliate, and provided for
         service under this Agreement.

C.       "Terminal" or "Port" means any refinery, terminal or vessel delivering
         product to or receiving product from Provided Vessels under this
         Agreement.

D.       "All Fast" means that the vessel is safely secured to the dock and that
         there is unrestricted access to the vessel, including the gangway being
         down and secured.

E.       "Dead Freight" means a charge at the rate specified in Schedule A on
         the difference between actual volume loaded and minimum volume ordered
         when actual volume is less than minimum volume ordered.

F.       "Contract Year" means (i) the period of time between the effective date
         of this Agreement and December 31, 2001; (ii) each period of time
         between January 1


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         and December 31 for the years 2002, 2003, 2004, and 2005; and (iii) the
         period of time between January 1, 2006 and March 31, 2006.

G.       "Master" means any of the master of the vessel, the captain of the
         vessel or the Owner.

H.       "Dirty barrels" means Nos. 4, 5 or 6 oil, vacuum gas oil, slurry and
         Algerian resid.


ARTICLE 4 - VAPOR PRESSURE

Owner will not be required and shall have no obligation under this Agreement
to carry or ship Cargo which has a vapor pressure exceeding 14.7 pounds at
100 degrees Fahrenheit as determined by the Reid Method.


ARTICLE 5 - SEAWORTHINESS

Owner warrants that at the commencement of loading (i) each Provided Vessel will
be seaworthy, properly manned, equipped and supplied for the voyage, (ii) the
cargo tanks, pipelines, and valves of each Provided Vessel will be suitable for
the Cargo, and (iii) the pumps and heating coils, if any, of each Provided
Vessel will be in good working condition. Owner will, as far as these conditions
can be obtained with the exercise of due diligence, further maintain such
condition and will use best efforts in the loading, stowage, custody, care and
delivery of the Cargo. Owner will provide sufficient towing power including
assisting tugs to handle properly and safely any Provided Vessel(s) while both
in loaded and light conditions. Owner will use best efforts to maintain the
seaworthiness of all Provided Vessels throughout the voyage and Owner and the
Provided Vessels will be in compliance with all local, state and federal laws,
ordinances and regulations at all times.


ARTICLE 6 - CARGO TANK INSPECTION

Hess or its representative may, before loading, inspect all cargo tanks of each
Provided Vessel. Prior to inspection, all Provided Vessel pipeline and manifold
valves will be opened in a manner that allows compatible products to collect in
single segregated compartments. Owner will inform Hess of prior cargo and the
associated general specifications of Cargo(es) last carried by the applicable
Provided Vessel. If any tank is found to be unfit for the Cargo by reason of
contamination, Hess or its representative may refuse to load Cargo into such
tank and the Cargo capacity of the tank will not be included in the Provided
Vessel's minimum Cargo. Hess or its representative's failure to inspect will not
relieve Owner of any liability for Cargo loss or contamination due to Owner's
failure to make the Provided Vessel seaworthy, suitable for the Cargo or free of
contamination. No such inspection by Hess or its representative will relieve
Owner of any of its obligations under this Agreement.


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ARTICLE 7 - VESSEL CONNECTION CONSTRUCTION

All flanges, fittings, spool pieces and reducers must be of steel construction.


ARTICLE 8 - SAFE BERTH, SHIFTING

A.       The loading and discharging berths will be such Terminal, wharf, craft
         or other place alongside a Provided Vessel, designated by Hess and
         accessible and ready when the Provided Vessel arrives and at which the
         Provided Vessel can lie safely afloat (within the specified maximum
         drafts and the specified minimum water depths) free of all wharfage and
         dockage dues. All charges at the Terminals for duties, tugs and pilots
         and mooring masters will be borne by Owner. All charges at the
         Terminals for line handling, booming and tax on services for Cargo
         Transfers will be borne by Hess. Hess will not be deemed to warrant the
         safety of any channel, fairway, anchorage or other waterway used in
         approaching the designated berth. Hess will not be liable for:

         1.       Any loss, damage, injury, or delay to any Provided Vessel
                  resulting from the use of such waterways;

         2.       Any damage to Provided Vessels at Hess's facility or any other
                  such facility designated by Hess when such damage is caused by
                  other vessels passing in the waterway unless such damage is a
                  result of improperly maintained Hess facilities.

         Hess will comply with all applicable federal, state and local laws and
         regulations relating to safe berthing.

B.       At Hess's owned or operated Terminals, Hess will furnish Provided
         Vessels with a berth(s) in order of their arrival, as determined by
         receipt of Notice of Readiness ("NOR"). Hess or its representative has
         the right to require a Provided Vessel to shift berth from one safe
         berth to another safe berth. When such shifting is done for the
         convenience of Hess or its representative, Hess will pay all pilot,
         tug, and port expenses incurred in shifting the Provided Vessel, and
         the time consumed on account of such shifting will count as used
         laytime. When the shifting is required due to the fault or condition of
         a Provided Vessel, Owner will pay all expenses incurred in shifting the
         Provided Vessel, and time consumed on account of such shifting will not
         count as used laytime, or demurrage if the Provided Vessel is on
         demurrage.

C.       Hess or its representative has the right to instruct the Provided
         Vessel to vacate its berth if it appears that the Provided Vessel will
         not, because of disability or any other cause on the part of the
         Provided Vessel, be able to complete loading or discharge of Cargo
         within the "allowed laytime"; provided that the Provided Vessel will
         not be required to vacate a berth unless that berth is needed to


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         accommodate another vessel. In such instance, laytime will be
         calculated in accordance with Article 17E. The Provided Vessel, after
         tendering NOR to recommence loading or discharging, will be reberthed
         in order of its original arrival as determined by the original
         confirmed receipt of each Provided Vessel or other vessel NOR and
         laytime will resume upon the Provided Vessel's reberthing. If the
         Provided Vessel does not vacate the berth within four (4) hours
         following such instructions, Owner will reimburse Hess, upon demand and
         receipt of proper supporting documents, for any demurrage claims Hess
         may be required to pay third parties, which reimbursement by Owner to
         Hess for the first six hours following the initial four hour period is
         limited to the demurrage rate on the Provided Vessel and thereafter is
         limited to the demurrage rate Hess is required to pay to such third
         parties.

D.       If the Master of the Provided Vessel determines that a stand-by tug is
         required for assistance, and such tug assistance is not required by the
         Terminal or wharf, all resulting charges for such tug assistance will
         be for Owner's account. There are currently no standby tugs required in
         New York Harbor except when loaded barges are at anchorage. In such
         instance or instances charges for standby tugs will be to Hess'
         account.


ARTICLE 9 - PUMPING IN AND OUT

Cargo will be pumped into the cargo tanks of the Provided Vessel by Hess (or its
supplier) at its expense but at its risk and peril only to the point where the
Provided Vessel's hoses are attached to the shipper's lines or if such Provided
Vessel's hoses are not used, then to the permanent hose connections on the
Provided Vessel receiving the Cargo. Loading will be done as quickly as the
Provided Vessel can safely receive the Cargo and within the shore constraints.

Cargo will be pumped out of the cargo tanks by Owner at its expense but at its
risk and peril only to the point where the Provided Vessel's hoses are connected
to the receiver's lines, or if the Provided Vessel's hoses are not used, then to
the permanent hose connections on the Provided Vessel discharging the Cargo. If
Hess or receiver requires any of the Cargo to be heated before discharge from a
Provided Vessel fitted with heating coils, steam will be furnished by Hess or
its designee at Hess's expense unless the Provided Vessel is equipped with its
own heating plant.

Owner warrants that each Provided Vessel is capable of discharging its full
Cargo by maintaining pressure of 100 psi at the Provided Vessel's manifold or
within the time specified in Schedule "B," providing shore facilities permit. If
the Provided Vessel does not maintain the warranted discharge rate or pressure,
the time used discharging in excess of allowed time will not count as used
laytime, or as demurrage if the Provided Vessel is on demurrage provided the
Provided Vessel's failure to comply with the foregoing warranty was not caused
by factors onshore beyond the control of the Provided Vessel.


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ARTICLE 10 - FREIGHT AND TAXES

A.       Hess or its authorized representative will furnish Owner, free of cost,
         copies of Loading Certificates. Freight will be paid on intake
         quantity, as determined in Article 12.

B.       Freight will be earned and payable to Owner under the terms of this
         Agreement at the rate specified in Schedule A for specific routes and
         movements, without discount, when Cargo is loaded based on the quantity
         loaded as determined in Article 12 at the loading location as shown by
         the Provided Vessel's gauges at load port adjusted by the Provided
         Vessel's experience factor for the previous five independently
         inspected loadings (VEF) which determination may be verified by an
         Independent Certified Petroleum Inspector at Hess' option and expense.
         In the absence of such Provided Vessel's gauge information, the
         relevant shore tank gauges as recorded by the associated facility will
         be used. If shore tank gauges are unavailable, freight will be payable
         based on an Independent Certified Petroleum Inspector's Report of such
         quantity.

C.       Moves not specified in Schedule A will be determined with reference to
         the rates and terms as set out in Schedules A and B.

D.       Unless otherwise specified and to the extent not prohibited by law,
         dues, taxes and other charges upon the Provided Vessel (excluding those
         assessed on the quantity of Cargo loaded or discharged or on the
         freight) will be paid by Owner and dues, taxes and other charges on the
         Cargo will be paid by Hess. Hess will be responsible for any charges
         for the use of any place(s) arranged by Hess solely for the purpose of
         loading or discharging cargo. However, Owner will be responsible for
         charges for any such place(s) when used solely for purposes of the
         Provided Vessel, such as, but not limited to, awaiting Owner's orders,
         tank cleaning, repairs, before, during or after loading or discharging.
         If the parties enter into a Use Agreement for Hess's Brooklyn, New
         York, facility, Owner's tugs and/or barges (without gas bottoms) will
         be able to lay up at Pier 2.

E.       The rates stipulated in Schedules A and B will be fixed for the first
         Contract Year, with an escalation of [Confidential material omitted and
         filed separately with the Commission]% in each of the second through
         sixth Contract Years, to be applied to the then current rates per
         Schedules A and B.

F.       If the operating costs of the Provided Vessels increase or decrease due
         to the imposition of new taxes or the increase or decrease in existing
         taxes and fees (exclusive of income taxes); or due to changes in the
         rules and regulations for the manning and operation of the tow; then
         the affected party will have the right to a corresponding increase or
         decrease in Schedule A rates which will directly reflect such increased
         or decreased costs. The affected party will present its request to the
         other party in writing together with a detailed line-by-line accounting
         of its operating costs, if applicable, together with supporting
         documentation for the new or increased or decreased taxes, fees and/or


                                       10
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         operating costs and other such documentation as the other party may
         reasonably request. Hess will have the right to an independent audit of
         the books and accounts of Owner relating to the expense of Owner to
         which an increase in Schedule A and B rates is sought. If the Parties
         agree, the adjustment of Schedule A and B rates will become effective
         on an agreed date. If the parties cannot agree, the matter may be
         resolved as set forth in Article 41.

G.       Dead Freight shall be payable by Hess on the same terms and conditions
         as though actually transported.


ARTICLE 11 - FUEL PRICE

Freight rates per barrel as specified in Article 10 are based upon a fuel price
of $[Confidential material omitted and filed separately with the Commission] per
gallon. The rates will be increased or decreased weekly based on the previous
week ending's posting for Mobil Marine Diesel dockside fuel prices at IMTT
Bayonne. There will be no adjustment to the per barrel freight rates in Article
10 if the above-referenced price is between $[Confidential material omitted and
filed separately with the Commission] and $[Confidential material omitted and
filed separately with the Commission] per gallon. Above $[Confidential material
omitted and filed separately with the Commission] per gallon, for every
$[Confidential material omitted and filed separately with the Commission] per
gallon (or part thereof) increase in the contract fuel price, there will be a
[Confidential material omitted and filed separately with the Commission]%
increase in the per barrel freight rate. Below $[Confidential material omitted
and filed separately with the Commission] per gallon, for every $[Confidential
material omitted and filed separately with the Commission] per gallon decrease
in the contract fuel price (or part thereof), there will be a [Confidential
material omitted and filed separately with the Commission]% decrease in the per
barrel freight rate. In connection with transportation under this Agreement on
third-party vessels chartered by Owner for transportation services below the
monthly maximum (or the dirty barrel maximum, as applicable), Owner shall be
entitled to pass through to Hess fuel charges from such third party vessels in
excess of $[Confidential material omitted and filed separately with the
Commission] per gallon for the first [Confidential material omitted and filed
separately with the Commission] barrels so moved each month.


ARTICLE 12 - QUANTITY DETERMINATION

In the event that shore tank figures are used as the basis for quantity
determination, the quantity loaded and discharged will be determined by properly
calibrated meters or, if none, by manual gauging of shore tanks before and after
delivery. Shore tanks will not be gauged for custody transfer when the floating
roof is in the critical zone. If a shore tank becomes active after the opening
gauge and prior to the closing gauges, thereby necessitating measurement
adjustments, the volume delivered will be based on the most accurate
measurements available as determined by the inspector in consultation with
receiving facility personnel. These measurements will recognize receiving tank
gauges, other tank or custody transfer meters or volume measurements of the
Provided Vessel before and after Cargo transfer adjusted by VEF. All such
Provided Vessels' gauges, cargo temperatures and samples will be obtained
manually through open hatches where the practice is not prohibited by the
Terminal or local, state or federal regulations. The quantity delivered will be
reported in barrels (42 U.S. gallons of 231 cubic inches) corrected to 60
degrees Fahrenheit in accordance with the American Petroleum Institute ("API")
Manual of Petroleum Measurement Standards or similar standards.


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A.       Delivery by Shore Tank to Provided Vessel:

         Free water as determined by water cuts of the shore tank will be
         deducted from the total observed volume in the shore tank prior to
         applying temperature correction factors.

B.       Delivery by Provided Vessel to Shore Tank:

         Total volume received by shore tank corrected to 60 degrees Fahrenheit
         will be reduced by the amount of free water delivered by the Provided
         Vessel as determined from water cuts of each Provided Vessel tank.

C.       Delivery by Ship to Provided Vessel:

         Total volume received by the Provided Vessel based on the Provided
         Vessel's gauges, adjusted for VEF, corrected to 60 degrees Fahrenheit,
         will be reduced by the amount of free water on the barge prior to
         loading and as determined by an independent public gauger.

All metering, meter proving, gauging, sampling, temperature measurement,
analysis and calculation procedures will be in accordance with the latest
applicable chapters of the API Manual of Petroleum Measurements Standards or
similar standard in effect at the designated receiving facility.

Each party, at its expense, may have a representative present to witness the
measurements and tests required in this Agreement.


ARTICLE 13 - NOMINATION AND ETA

A.       Advance Scheduling Information:

         Each week, Hess will provide to Owner a nonbinding schedule of expected
         barge movement needs for the following week.

B.       Nomination Procedure:

         Hess will order transportation by giving Owner notice (Nomination
         Order) specifying the following:

         1.       [Confidential material omitted and filed separately with the
                  Commission], Hess will advise preliminary loading and
                  discharging locations and approximate quantity and grade of
                  Cargo to be loaded.

         2.       [Confidential material omitted and filed separately with the
                  Commission] hours prior to loading, Hess will fix a 24-hour
                  window loading range, with the expected time of loading, with
                  firm advice on


                                       12
<PAGE>

                  loading/discharging locations and approximate quantity and
                  grade of Cargo to be loaded.

         3.       [Confidential material omitted and filed separately with the
                  Commission] before the beginning of the window loading range,
                  Hess will designate time, berth and final loading orders and
                  approximate quantity and grade of Cargo to be loaded.

         4.       At any time, Hess may request transportation outside of the
                  nominating procedure. Owner will use its reasonable commercial
                  efforts to provide this transportation, but failure to meet
                  nominating window for this transportation will not count
                  against Owner under Article 47A or B, will not constitute a
                  breach of this Agreement and the Cargo to be transported will
                  not be included in the calculation of the minimum annual
                  volume requirements unless and until the Cargo is transported
                  by Owner.

         Within twenty-four hours of receipt of the Nomination Order, Owner will
         identify to Hess the Provided Vessel(s) designated to be provided and
         their last three (3) cargoes.

         Owner may, at its option at any time prior to loading, substitute
         another vessel for the previously designated Provided Vessel subject to
         the acceptance of such substitute vessel by Hess.


C.       ETA Clause:

         The Owner will notify the Terminal of the arrival time of each vessel
         nominated as a Provided Vessel not less than once during each
         twenty-four (24) period commencing concurrently when NOR is tendered at
         the final port(s) of call on the previous voyage but not more than five
         (5) days prior to the estimated time of arrival ("ETA"). The Owner will
         confirm or amend the ETA approximately twenty-four (24) hours prior to
         the arrival time of the Provided Vessel designated to be provided. The
         Owner will notify the Terminal no less than six (6) hours before such
         Provided Vessel's arrival.

D.       Voyage Cancellation

         1.       If Hess cancels a voyage due to failure on the part of Owner
                  to provide the Provided Vessel designated to be provided at
                  the time agreed upon in the Nomination Order, Hess will not be
                  obligated to pay any cancellation fee or demurrage to Owner.

         2.       If Hess cancels a voyage prior to [Confidential material
                  omitted and filed separately with the Commission] prior to the
                  Provided Vessel designated to be provided tendering its
                  NOR/Notice of Arrival ("NOA"), Hess will not be obligated to
                  pay any cancellation fee to Owner.


                                       13
<PAGE>

         3.       If Hess cancels a voyage within the [Confidential material
                  omitted and filed separately with the Commission] and
                  [Confidential material omitted and filed separately with the
                  Commission] period of Owner's nominated date and time of
                  loading, Hess will be obligated to pay a cancellation fee to
                  Owner in an amount of [Confidential material omitted and filed
                  separately with the Commission] day of [Confidential material
                  omitted and filed separately with the Commission] demurrage
                  for the nominated vessel at the demurrage rate specified in
                  Schedule B of this Agreement.

         4.       If Hess cancels a voyage within the [Confidential material
                  omitted and filed separately with the Commission] period of
                  Owner's nominated date and time of loading, Hess will be
                  obligated to pay a cancellation fee to Owner in an amount of
                  [Confidential material omitted and filed separately with the
                  Commission] demurrage for the nominated vessel at the
                  demurrage rate specified in Schedule B of this Agreement.

         5.       If the nominated vessel has not given an NOR or NOA, as
                  applicable, to load or if the nominated vessel is not suitable
                  for loading by the designated time, Hess will have the right
                  to cancel the voyage. Otherwise, the Nomination Order will
                  remain in effect.


ARTICLE 14 - NOTICE

A.       The Terminal may be notified by radio, letter, telephone,
         telecopy/rapifax or electronic mail of the ETA of each Provided Vessel
         designated to be provided not fewer than three (3) days prior to such
         Provided Vessel's expected arrival date. The Terminal will be further
         notified of scheduled arrival daily and 6 hours in advance of arrival.
         After the 6-hour notice, the Terminal will be immediately notified when
         a scheduled arrival time changes by more than two (2) hours. Failure to
         adhere to these ETA notices will result in laytime commencing when such
         Provided Vessel is made All Fast at the designated berth. The Provided
         Vessel's log or any other form mutually agreed to by Hess and Owner
         shall serve as official record of NOA, detailing the date, time and
         name of Hess's representative who was notified.

B.       The Provided Vessel will be required to promptly respond to any
         Terminal preberthing questions.

C.       No later than 24 hours prior to arrival, the original ETA will be
         confirmed by Owner and Hess, or if necessary, the nominated date, time
         and the Provided Vessel designated to be provided may be amended with
         the concurrence of both parties.


                                       14
<PAGE>

ARTICLE 15 - VESSEL CLEARANCE

At the time the Terminal is first notified of the Provided Vessel designated to
be provided and its last three cargoes, the Terminal will have the right to
refuse acceptance of such Provided Vessel if in the facility's reasonable
opinion such Provided Vessel is unacceptable. The acceptance or rejection of the
nominated vessel by Hess will be confirmed to the Owner within twenty-four (24)
hours after the receipt of Nomination Order. The acceptance of a Provided Vessel
designated to be provided will not constitute a continuing acceptance of such
Provided Vessel for any subsequent loading or discharge.


ARTICLE 16 - NOTICE OF READINESS (NOR)/NOTICE OF ARRIVAL (NOA)

After the Provided Vessel designated to be provided has arrived at the customary
anchorage or other place of waiting and is otherwise ready to receive or
discharge Cargo, including having received all clearances and required approvals
from local, state or federal agencies, the Owner or his agent will cause NOR/NOA
of the Provided Vessel designated to be provided to be tendered to the Terminal
by letter, telegraph, telex or telecopy, rapifax, wireless, radio telephone or
telephone. The notice will not be given until after the Provided Vessel
designated to be provided has received all port clearances. The Terminal will
attempt to berth the Provided Vessel designated to be provided on an equal basis
with all other vessels arriving at the port to load or discharge in order of
rotation determined by receipt of NOR by the Terminal. The NOR/NOA will not
constitute an agreement to alter the nominated or scheduled time of the Provided
Vessel designated to be provided.


ARTICLE 17 - LAYTIME

A.       As detailed below, total laytime will consist of laytime allowed to
         provide berth (as set forth in Article 17B1 below) and to prepare for
         loading or unloading, plus the time allowed for loading or unloading,
         day or night, Saturdays, Sundays and holidays not excepted.

B.       Commencement Of Laytime

         1.       Laytime for Provided Vessels designated to be provided
                  tendering NOR within the nominated/scheduled time will
                  commence after receipt of NOR or upon such Provided Vessel
                  being All Fast to the berth, whichever occurs first.

         2.       If a Provided Vessel arrives before the latest accepted
                  scheduled time, used laytime will not commence until the
                  scheduled time, unless the Terminal elects to accept the
                  Provided Vessel earlier, in which case used laytime will begin
                  after the Provided Vessel has been made All Fast.


                                       15
<PAGE>

         3.       If the Provided Vessel arrives after the original scheduled
                  time or agreed upon rescheduled time, laytime will commence
                  after the Provided Vessel is secured to the dock and been made
                  All Fast. Further, the Terminal may discontinue
                  loading/discharging and order the Provided Vessel out of berth
                  prior to completion of loading/discharging, without liability,
                  so as to meet the Terminal's obligations to accommodate
                  another vessel; provided that such Provided Vessel shall be
                  entitled on a first priority basis to the next available
                  berth. All costs and expenses for such shifting Provided
                  Vessel in and out of berth will be for Hess's account. At its
                  election, Hess may order the Provided Vessel to depart the
                  Terminal where it is taking on barrels with less than the
                  originally nominated quantity of barrels for delivery, in
                  which event Hess shall remain responsible for payment of the
                  applicable Dead Freight. Further, Hess may order the Provided
                  Vessel to depart the Terminal where it is deliverying barrels
                  with a quantity of barrels remaining on board that it was
                  scheduled to deliver at such Terminal, in which event the
                  further transportation of such barrels remaining on board
                  other than for transportation to a berth for loading purposes
                  shall be subject to freight charges on the same terms and
                  conditions as any other barrels transported hereunder.

C.       The amount of laytime to load or discharge from Provided Vessels will
         be as specified in Schedule B.

D.       When discharging, the Provided Vessel will maintain:

         1.       A pressure of 100 psi at the Provided Vessel's rail, provided
                  the Terminal is capable of receiving at that pressure; or

         2.       A rate sufficient to allow the Provided Vessel to discharge
                  completely within the allowed laytime per Schedule "B" less
                  two hours, assuming the Terminal is capable of receiving at
                  such rate.

E.       Time consumed due to any of the following will not count as used
         laytime:

         1.       Any delay in the Provided Vessel reaching or departing the
                  berth (including weather delays) caused by any reason or
                  condition not reasonably within the Terminal's control.

         2.       Any delay, unless ordered by a regulatory authority, on an
                  inward passage including, but not limited to, awaiting
                  daylight, tide, tugs or pilot, time used on lightering
                  operations, and moving from an anchorage or other waiting
                  place, until the Provided Vessel is All Fast.

         2.       Any delay due to the Provided Vessel's condition or breakdown,
                  or other causes attributable to the Provided Vessel, or
                  failure to maintain agreed pumping rates or discharge
                  pressure, or inability of the Provided Vessel's facilities to
                  load or discharge Cargo within the allowed laytime.


                                       16
<PAGE>

         3.       Any delay due to prohibition of loading or discharging at any
                  time by Owner or operator of the Provided Vessel or by the
                  port authorities unless the prohibition is caused by the
                  Terminal's failure to comply with applicable laws and
                  regulations.

         4.       Any delay due to bunkering or provisioning of the Provided
                  Vessel.

         5.       Any delay due to discharging or shifting of slops, ballast or
                  contaminated Cargo of the Provided Vessel or for any other
                  purpose of the Provided Vessel.

         6.       Any delay due to the Provided Vessel's incompatibility with
                  the configuration of the berthing, or other port facilities,
                  including time consumed in making up connections to remedy any
                  incompatibility.

         7.       Any delay due to pollution or threat thereof caused by any
                  defect in the Provided Vessel or any act or omission to act by
                  the Master or crew of the Provided Vessel.

         8.       Any delay due to the Provided Vessel's violation of the
                  operating or safety regulations of the Terminal, noncompliance
                  with federal or state laws or U.S. Coast Guard or other
                  applicable regulations, or failure to obtain or maintain
                  required certification.

         9.       Any delay caused by strike, lockout, stoppage or restraint of
                  labor of Master, Officers or crew of the Provided Vessel or of
                  tugboats or pilots.

         10.      Any delay due to the Provided Vessel not being capable of
                  discharging the entire Cargo within the allotted laytime or
                  maintaining the applicable discharge rate while maintaining
                  100 psi at the ship's rail provided shore facilities are
                  capable of receiving at that pressure. Time used for pumping
                  beyond the allowed laytime will not count as used laytime
                  unless the Provided Vessel has maintained 100 psi at ship's
                  rail or maintained the applicable discharge rate (except
                  during stripping operations) as specified in Schedule B of
                  this Agreement.

         11.      Any delay due to the Provided Vessel awaiting U.S. Coast
                  Guard, Customs and/or Immigration clearance(s) and pratique,
                  if applicable.

F.       Used laytime will cease upon disconnection of hoses after all Cargo has
         been loaded or discharged and the Provided Vessel has been released by
         the Terminal. The Provided Vessel will vacate its berth expeditiously
         consistent with safe operating practices (unless permission to remain
         is expressly granted by the Terminal or refinery). When the Provided
         Vessel has completed loading or discharging, time awaiting arrival of
         towboat or any other delay of departure of the Provided Vessel in
         excess of [Confidential material omitted and filed separately with the
         Commission] following notice of the request


                                       17
<PAGE>

         therefor, unless caused by fault or negligence of Hess, will be for
         Owner's account. Any delays caused by Owner or the Provided Vessel in
         completing, loading or discharging and expeditiously (not in excess of
         [Confidential material omitted and filed separately with the
         Commission] following notice of the request therefor) vacating the
         berth which results in Hess incurring third party demurrage and
         additional expenses will be for Owner's account. Hess will notify Owner
         when it becomes aware that demurrage may be incurred.

G.       Laytime Reversibility. The total laytime will be the sum of the laytime
         allowed at loading Terminal and discharging Terminal.


ARTICLE 18 - SHORE RELEASE CLAUSE

Time spent awaiting the release of the Provided Vessel by shore authorities or
Cargo inspector after disconnection of hoses will count as used laytime or
demurrage if the Provided Vessel is on demurrage.


ARTICLE 19 - DEMURRAGE

A.       Demurrage, if any, will be at the agreed rates provided in Schedule B
         of this Agreement for the Provided Vessel and will be invoiced on a per
         voyage basis independent of freight earned. Any dispute relative to
         demurrage as invoiced will not delay the payment of freight earned as
         invoiced under this Agreement.

B.       Hess will pay demurrage per running hour and pro rata for a part
         thereof, at the applicable rate specified in Schedule B of this
         Agreement for all time that used laytime exceeds the allowed laytime.
         If, however, demurrage is incurred at ports of loading or discharge by
         reason of fire, explosion, weather, strike, lockout, stoppage, or
         restraint of labor in or about any Terminal or refinery, owned or
         controlled supplier or receiver of the Cargo, the rate of demurrage
         will be reduced [Confidential material omitted and filed separately
         with the Commission] of the amount per running hour or pro rata for
         part of any hour for demurrage so incurred. Hess will not be liable for
         demurrage for delay caused by strike, lockout, stoppage or restraint of
         labor of the Master, officers and crew of the Provided Vessel or pilots
         or any other act or condition within Owner's or the Provided Vessel's
         control.

C.       If loading or discharging is terminated prematurely as the result of a
         force majeure situation used laytime will cease at the time the
         incident causing the termination of the operation commences.

D.       Demurrage claims must be accompanied by such supporting data as may be
         reasonably requested; e.g. copies of the Provided Vessel's port log
         signed by the Master, copy of any pump readings, copy of the charter
         party agreement (if applicable), NOR, laytime statement, copy of
         carrier's paid invoice (if applicable), or any other agreed form, etc.
         Neither party subject to this Agreement will be obligated to pay
         demurrage in excess of the total demurrage amount actually


                                       18
<PAGE>
         incurred. All claims must be made within 60 days from the date of the
         completion of loading or discharge, as applicable, of the Cargo in
         question. Demurrage claims not received within the 60 day time frame
         will be deemed to have been waived.

E.       Tug demurrage is not applicable in [Confidential material omitted and
         filed separately with the Commission]. [Confidential material omitted
         and filed separately with the Commission] is defined as bounded by the
         [Confidential material omitted and filed separately with the
         Commission] on the north, [Confidential material omitted and filed
         separately with the Commission] on the east and [Confidential material
         omitted and filed separately with the Commission] on the south.

F.       Demurrage charges will be based upon the size of the Provided Vessel as
         set forth in Schedule B.



ARTICLE 20 - SPECIFIC PORTS AND PLACES

Subject to any changes in U.S. law that would otherwise permit Owner to transit
through Cuba, Owner represents and warrants for each voyage, that the Provided
Vessel has not called on Cuba in the previous 180 days.


ARTICLE 21 - STATEMENT OF FACTS

Owner will instruct any port agent to release port information to Hess on
request and to forward to Hess copies of the Statement of Facts and NOR as soon
as possible after the Provided Vessel has completed loading or discharge at the
port. No port agents will be required at Hess-owned or operated Terminals.


ARTICLE 22 - CARGO RETENTION

A.       IN-TRANSIT LOSS: Owner will not be liable for: (i) nonpumpable cargo
         not caused by the fault or neglect of Owner, the Provided Vessel, its
         Masters, Officers, or Crew and (ii) in-transit losses of less than
         [Confidential material omitted and filed separately with the
         Commission]% on clean cargoes and [Confidential material omitted and
         filed separately with the Commission]% on dirty cargoes carried, not
         caused by the fault or neglect of Owner, the Provided Vessel, its
         Masters, Officers, or Crew. The determination of any losses that may
         occur will be based on the agreed barge ullage or innage
         measurement/gauging at the loading or discharge ports as they may
         apply.

B.       If any Cargo remains on board any Provided Vessel upon completion of
         discharge, Hess will have the right to deduct from freight payable to
         Owner or to invoice Owner separately an amount according to the FOB
         port loading value of the Cargo, plus freight, provided an independent
         surveyor requested by Hess and appointed by Hess, subject to Owner's
         reasonable approval, certifies that all such Cargo is liquid and
         free-flowing and can be reached by the Provided Vessel's pumps and
         pipes. If such later certification is the case, the time and cost of
         the survey will be for Owner's account. In all other cases, such time
         and


                                       19
<PAGE>
         expense will be for Hess's account. Prior to the inspection for Cargo
         remaining on board (ROB), all pipeline and manifold valves of the
         Provided Vessel will be opened in a manner that allows compatible
         products to collect in single segregated compartments. Owner will not
         be responsible for any loss or damage arising from inherent defect,
         quality or vice of the Cargo, nor will Owner be responsible for normal
         and ordinary variation in measured quantity of Cargo up to
         [Confidential material omitted and filed separately with the
         Commission]% on clean cargoes and [Confidential material omitted and
         filed separately with the Commission]% on dirty cargoes.


ARTICLE 23 - REPRESENTATIVE CLAUSE

Owner will permit Hess representatives aboard any Provided Vessel at loading and
discharging port(s) to inspect the Provided Vessel or monitor cargo operations.
However, the Master and officers of the Provided Vessel will at all times be
responsible for cargo operations.


ARTICLE 24 - QUARANTINE/FUMIGATION

Time lost at any port due to quarantine will not count against laytime or for
demurrage unless such quarantine was in force at the time when the port was
nominated by Hess.


ARTICLE 25 - TANK CLEANING

Owners will exercise due diligence to ensure that the Provided Vessel presents
for loading with its tanks, pumps and pipelines properly cleaned (subject to the
last sentence of this Article 25) consistent with industry practice to the
satisfaction of any inspector appointed by or on behalf of Hess and ready for
loading the Cargo. Any time used to clean tanks, pumps and pipelines to an
independent inspector's satisfaction will not count as laytime or, if the
Provided Vessel is on demurrage, as demurrage and will, together with any costs
incurred in the foregoing operations, be for Owner's account. If Hess requires a
barge to be changed from dirty to clean service or from clean to dirty service,
the cost of cleaning will be for Hess's account. Hess will continue to permit
the loading of No. 2 Oil and No. 2 Diesel over gas bottoms to the extent
permitted by law for so long as Hess determines in its reasonable judgment that
such practice does not result in an unsafe or unhealthy work environment;
provided further, that if Hess makes a determination that such practice can not
continue for such reasons, Owner shall have the right to recover additional
costs related to such change in practice to the extent permitted under the
procedures set forth in Article 10F.


ARTICLE 26 - INERT GAS SYSTEM

All Provided Vessels that are equipped with an inert gas system will keep the
system operable at all times during berthing, while at berth and during
unberthing. The Master


                                       20
<PAGE>

of such a Provided Vessel will provide the Terminal with a signed declaration
that the Provided Vessel's inert gas system is operational and that the cargo
and slop tanks are inerted. The Master of the Provided Vessel will immediately
notify the Terminal if the inert gas system becomes inoperable or if such a
Provided Vessel is unable to maintain a positive pressure and/or oxygen content
at or below eight (8%) percent by volume in the cargo and slop tanks. In
addition, such a Provided Vessel will comply with any Terminal guidelines on
inert gas systems. None of the Provided Vessels currently has inert gas systems.


ARTICLE 27 - CLOSED CARGO OPERATIONS

Owners undertake that any Provided Vessel so fitted for closed cargo operations
complies with, and will be operated for the duration of this Agreement in
accordance with the recommendations regarding closed loading and closed
discharging operations as set out in the 1996 Edition of ISGOTT as amended.

If the Provided Vessel has closed sampling equipment, the equipment will be
used, when appropriate, during this Agreement.


ARTICLE 28 - WHARF DAMAGE

Owner assumes full responsibility for any damage sustained by wharves, berths,
or docks owned or maintained by Terminal arising out of the negligent or
improper operation of the Provided Vessel, or of any other waterborne craft
owned or operated by Owner or being operated by subcontractors of Owner. Owner
will defend and indemnify Hess and the Terminal for any claims, losses, costs or
expense, incurred by or asserted against Hess or the Terminal for all wharf,
berth or dock damages to the extent caused by the negligent or improper
operation of the Provided Vessel or by such Provided Vessel's unseaworthiness.


ARTICLE 29 - AGENCY

Owner will appoint, instruct and pay for any agents of a Provided Vessel at all
loading and discharging ports and for custom house and other business relating
to any such Provided Vessel.


ARTICLE 30 - ASSIST TUGS

All pilotage and assist tugs, except those assist tugs required by any Terminal,
will be for Owner's account. Hess does not require assist tugs at its
facilities.


                                       21
<PAGE>

ARTICLE 31 - INDEMNIFICATION

Hess will have no obligation or liability for the control, maintenance and
operation of the Provided Vessels in the performance of this Agreement; Owner
will defend and indemnify (collectively referred to as "Indemnity") Hess, its
partners, managers, officers, employees and agents against all suits, actions,
claims, expenses, demands and damages, losses or other liabilities (including
reasonable attorney's fees and court costs) (collectively referred to as
"Liability"), arising from, based upon or relating to such operation,
maintenance and control of the Provided Vessels and from Owner's nonperformance
or breach of its obligations hereunder; provided, however, the Indemnity will
not be provided to the extent the Liability arises from the negligence or
willful misconduct of Hess. Owner's indemnification obligations are subject to
the limitations set forth in the first sentence of the final paragraph of
Article 36B.

Hess will not be responsible for any admixture and for any leakage,
contamination or deterioration incurred on a Provided Vessel as a result of:

A.       A material or structural defect in the Provided Vessel at the inception
         of or during the voyage.

B.       Error or fault of the Master, mariners or other servants of Owner
         during loading, care, and/or discharge of the Cargo.


ARTICLE 32 - INSURANCE

Owner will maintain, at its sole cost, and will require any subcharters it may
engage to maintain, at all times while performing under this Agreement, in
addition to other customary insurance, the insurance coverage set forth below
with companies satisfactory to Hess with full policy limits applying, but not
less than as required herein. A certificate evidencing these coverages providing
a 30-day written notice of cancellation will be delivered to Hess prior to
commencement of this Agreement.

A.       Hull and Machinery and War Risk Insurance in an amount of not less than
         the market value of each Provided Vessel as determined by an agreed
         upon broker, owned or chartered and used in performing work or
         rendering services hereunder. Such insurance will be endorsed to
         include navigation limits sufficient to cover all locations and
         collision and towers liability with the sistership clause unamended.

B.       Owners Protection and Indemnity Insurance as defined and available in
         the current Rules of the International Group of P&I Clubs with limits
         of not less than $100,000,000.

C.       Owners Pollution Liability Insurance in the amount of not less than
         $1,000,000,000 placed with a P&I Club which is a member of the
         International Group of P&I Clubs.


                                       22
<PAGE>

ARTICLE 33 - POLLUTION PREVENTION AND RESPONSIBILITY

A.       When an escape or discharge of product occurs from the Terminal, the
         Terminal will take whatever measures are reasonably necessary to clean
         up the spill or discharge and to mitigate any pollution damage. If the
         Terminal does not take adequate measures to clean up and mitigate
         damage, then the Provided Vessel may, at its option and upon written
         notice to Terminal, undertake such measures as are reasonable and
         necessary under the circumstances; and all such reasonably necessary
         measures so taken will be for the account of Terminal unless, as
         provided in paragraph B hereof, the spill or discharge is the fault of
         the Provided Vessel or the Provided Vessel's personnel. The Terminal
         will comply with and cooperate with all authorized Agencies involved in
         the remediation of any pollution incident.

B.       If an escape or discharge of product occurs from the Provided Vessel
         and causes or threatens to cause pollution damage, the Provided Vessel
         will promptly take whatever measures are necessary to prevent or
         mitigate such damage. The Provided Vessel hereby authorizes the
         Terminal, or its nominee at the Terminal's option, upon notice to the
         Provided Vessel, to undertake such measures as are reasonably necessary
         to prevent or mitigate the pollution damage. The Provided Vessel will
         comply with and cooperate with all authorized governmental agencies
         involved in the remediation of any pollution incident. The Terminal or
         its nominee will keep the Provided Vessel advised of the nature and
         results of any such measures taken, and if time permits, the nature of
         the measures intended to be taken. Any of the above measures will be at
         the Provided Vessel's expense with the right to deduct the costs
         thereof from moneys as set forth in this Agreement (except to the
         extent that such escape or discharge was caused by the Terminal),
         provided that if the Provided Vessel reasonably determines such
         measures should be discontinued, the Provided Vessel will so notify the
         Terminal or its nominee and thereafter the Terminal or its nominee will
         have no right to continue such measures at the Provided Vessel's
         authority or expense. The preceding sentence will not affect any
         liability of the Provided Vessel to the Terminal or third parties,
         including but not limited to governments.

C.       The Provided Vessel will comply with the U.S. Federal Water Pollution
         Control Act, as amended, 33 U.S.C. Sec 1321 et seq., and will have
         secured and will carry aboard the Provided Vessel a current U.S. Coast
         Guard Certificate of Financial Responsibility (Water Pollution).

D.       During the term of this Agreement, Owner warrants that Owner will
         comply with all financial capability, responsibility, security or like
         laws, regulations and other requirements with respect to oil, petroleum
         products, or other pollution damage applicable to the Provided Vessel
         emerging, leaving, remaining at or passing through any ports or places
         or waters in the performance of the Agreement. Owner at its sole risk
         and expense will make all arrangements by bond,


                                       23
<PAGE>

         insurance or otherwise and obtain all such certificates or other
         documentary evidence and take all such other action, as may be
         necessary, to satisfy such laws, regulations and other requirements.
         Any delay resulting to the Provided Vessel will not count as used
         laytime or for demurrage and will be at the risk and for the account of
         the Owner.


ARTICLE 34 - ENVIRONMENTAL COMPLIANCE

Each Provided Vessel will comply with all applicable local, state, and federal
environmental laws, ordinances and regulations while berthed at the Terminal. If
a Provided Vessel fails to comply with such laws, ordinances and regulations,
the Provided Vessel will be required to leave the Terminal or cease operations.
Any Provided Vessel delay time caused by the Provided Vessel's failure to meet
such laws, ordinances and regulations will not count as used laytime, or
demurrage if the Provided Vessel is on demurrage.


ARTICLE 35 - U.S. COAST GUARD COMPLIANCE

Each Provided Vessel will comply with all applicable U.S. Coast Guard
regulations in effect as of the date of such Provided Vessel's berth: Any delay
resulting from a Provided Vessel's non-compliance will not count as used
laytime, or demurrage if the Provided Vessel is on demurrage.


ARTICLE 36 - BREACH

A.       In addition to any breach provisions elsewhere in this Agreement, the
         occurrence of any of the following events is a breach of this
         Agreement:

         1.       Failure of Owner to proceed with or complete its services as
                  provided in this Agreement.

         2.       Failure of Hess to proceed with or complete its commitments as
                  provided in this Agreement.

         3.       Either party shall commence a voluntary case or other
                  proceeding seeking liquidation, reorganization, rehabilitation
                  or other relief with respect to itself or its debts under any
                  bankruptcy, insolvency or other similar law or shall make a
                  general assignment for the benefit of creditors, or shall take
                  any corporate action to authorize any of the foregoing, or an
                  involuntary case or proceeding shall be commenced against
                  either party seeking such relief.

         4.       [Confidential material omitted and filed separately with the
                  Commission]

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<PAGE>

         5.       Owner fails to maintain the Provided Vessels that are owned by
                  Owner in operating condition or to make available supplies or
                  personnel that are reasonably required for Owner's performance
                  under this Agreement.

         6.       Breach of any warranty or representation of this Agreement
                  that has not been cured within a reasonable amount of time.

B.       Upon the occurrence of any breach, if the breaching party has not cured
         such breach within thirty days following receipt of notice of such
         breach from the nonbreaching party and provided the nonbreaching party
         is not itself in material breach and the notice is given prior to the
         earlier of a cure of the breach or 10 days after such nonbreaching
         party becomes aware of such breach, the nonbreaching party, in addition
         to all remedies available to the nonbreaching party at law or equity:

         1.       May terminate this Agreement immediately by giving written
                  notice of termination to the other party, if the breach is
                  material; or

         2.       Shall take such action that is reasonably necessary to remedy
                  the breach or mitigate damages, including hiring another
                  transporter to perform any necessary services, subject to
                  having used good faith effort to obtain such services at
                  commercially reasonable rates.

In the event of a material breach by Owner which has not been cured, Hess must,
within thirty (30) days following the end of the cure period with respect to
such breach either terminate this Agreement or be deemed to have waived the
breach; provided, however, that termination for a breach other than as described
in the Article 36A4 or 36A5 shall not limit Hess's rights to seek damages as
provided below.

If following a material breach by Owner, Hess, under the terms of this
Agreement, has elected to terminate (other than for a breach under Articles 36A4
or 36A5), or Hess has been deemed to have waived the breach but not terminated
the Agreement or in the event of a breach by Owner other than a material breach,
the maximum amount that may be recovered by Hess is an aggregate amount equal to
the additional costs which Hess incurs as a result of any action taken to remedy
the breach, including reimbursing Hess for any rates and charges of the
substitute transporter that are greater than those of Owner pursuant to this
Agreement, for a period of [Confidential material omitted and filed separately
with the Commission] days, subject to Hess having used good faith efforts to
obtain such substitute transportation at commercially reasonable rates.

With respect to the remedies available under this Agreement, including any
indemnification by Owner, the breaching party shall not be responsible for any
resulting indirect, incidental, consequential, exemplary, punitive or special
damages, including, without limitation, loss of profits or revenues, loss of use
of facilities, cost of capital, cost of substitute service except as otherwise
provided in this Agreement or downtime, whether or not the breaching party was
made aware of such damages or the possibility


                                       25
<PAGE>

thereof. Further, with respect to breaches described in Articles 36A4 and 36A5,
Hess's sole remedy shall be to terminate this Agreement.


ARTICLE 37 - COGSA AND TITLE TO CARGO:

Except as provided in Article 5. (Seaworthiness) herein, the Carriage of Goods
By Sea Act ("COGSA"), 46 U.S.C. Sections 1301-1315, as applied to common
carriage, is incorporated in this Agreement by reference. Cargo transported will
be in the Owner's care and custody from the time it passes into the Provided
Vessel's permanent manifold connection (or Owner furnished reducer or hose)
during loading, and until the time it passes out of the Provided Vessel's
permanent manifold connection (or Owner furnished reducer or hose) during
discharge.


ARTICLE 38 - FORCE MAJEURE

Neither any Provided Vessel, her Master, Owner, nor Hess, will be responsible
for any loss or damage to the Provided Vessel or cargo or for any delay to or
failure to discharge or deliver the Cargo or for any failure in performing
hereunder (except as provided in Article 33) arising or resulting from: act of
God; act of war; perils of the seas; act of public enemies, pirates or any
assailing thieves; arrest or restraint of princes, rulers or people, or seizure
under legal process provided bond is promptly furnished to release the Provided
Vessel or Cargo; subject to Article 46, strike or lockout or stoppage or
restraint of labor, either partial or general; riot or civil commotion or
similar want or occurrence beyond the control of the relevant party. Provided
Vessels will have liberty to sail with or without pilots, to tow or to be towed,
to go to the assistance of vessels in distress and to deviate for the purpose of
saving life or property or for landing any ill or injured person abroad.


ARTICLE 39 - SUBCHARTERING AND ASSIGNMENT

Hess may subcharter or assign this Agreement to any individual or company, but
Amerada Hess Corporation will always remain responsible for the fulfillment of
this Agreement. Owner may not assign this Agreement or Owner's obligations
hereunder without the written consent of Hess which will not be unreasonably
withheld provided that if Owner assigns this Agreement to an affiliate, Owner
shall remain responsible for the fulfillment of this Agreement.


ARTICLE 40 - APPLICABLE LAW

This agreement and all amendments, waivers and consents hereunder will be
governed by and construed in accordance with the internal laws of the state of
New York, without regard to conflict of laws principles.


                                       26
<PAGE>

ARTICLE 41 - DISPUTE RESOLUTION

All unsettled disputes in amounts up to U.S. $250,000, excluding interest,
attorney fees and court costs, will be resolved through binding arbitration in
Stamford, Connecticut in accordance with the Commercial Arbitration Rules of the
American Arbitration Association before a board of three persons, consisting of
one arbitrator to be appointed by Owner, one by Hess, and one by the two chosen.
The decision of any two of the three on any point will be final. The arbitrators
may grant any relief which they, or a majority of them, deem just and equitable
and within the scope of the agreement of the parties, including, specific
performance. Awards made under this clause may include costs including a
reasonable allowance for attorney's fees. Judgment upon the award may be entered
in any court having jurisdiction. A party ("claimant") having a claim in excess
of U.S. $250,000, excluding interest, attorney fees and court costs, may not
cause binding arbitration without the defending parties' consent but may elect
to have the claim resolved through litigation commenced in United States
District Court in New York. If that Court does not have jurisdiction, the
litigation may be commenced in any U.S. state court having jurisdiction.


ARTICLE 42 - DEMISE

Nothing herein contained will be construed as creating a demise of any of the
Provided Vessels to Hess.


ARTICLE 43 - INVOICING AND AUDIT

A.       1. Invoices for freight and other charges, except demurrage and ice
         charges, will be payable net [Confidential material omitted and filed
         separately with the Commission] business days after receipt, by wire
         transfer, and demurrage and ice charges will be payable net
         [Confidential material omitted and filed separately with the
         Commission] days after receipt of invoice, with proper documentation,
         by check or wire transfer.

         2. Within 10 days after the end of each month, Owner shall provide Hess
         with the information set forth on Exhibit I for the month most recently
         ended. Hess will have 10 days to review such information and dispute,
         in writing, any of the information as well as the rates charged by
         Owner on any freight invoices. Owner and Hess will use their
         commercially reasonable efforts to resolve any disputes within 30 days
         of Hess' notice. Disputes not settled within such time period will be
         subject to resolution under Article 41.

B.       All sums that become due under this Agreement will be paid by Hess or
         Owner, as the case may be, in accordance with the above after
         submission of an itemized invoice to Hess or Owner, as the case may be.
         If Hess or Owner, as the case may be, objects to any item contained in
         any non-freight invoice, or to the sufficiency of the documents
         submitted in support of any such item, Hess will provide Owner or Owner
         will provide Hess, as the case may be, written


                                       27
<PAGE>

         explanation outlining disputed charges within 30 days of receipt of
         invoice. Hess will pay Owner or Owner will pay Hess, as the case may
         be, that portion of the invoice amount not in dispute, within the above
         time. Any dispute not settled within 30 days will be subject to
         resolution under Article 41.


ARTICLE 44 - DRUG AND ALCOHOL POLICY

Owner represents and warrants that it has a policy on drug and alcohol abuse
applicable to the Provided Vessels which meets or exceeds the standards
contained in the most current/revised edition of the Oil Companies International
Marine Forum Guidelines for the Control of Drugs and Alcohol Onboard Ship. Owner
further represents and warrants that its policy will remain in effect during the
term of this Agreement and that Owner will ensure compliance with the policy.


ARTICLE 45 - CLAIMS TIME BAR

Hess or Owner, as the case may be, will be discharged and released from all
liability for any claim for demurrage, deviation or detention which Hess or
Owner, as the case may be, may have under this Agreement unless a claim in
writing has been presented to Hess or Owner, as the case may be, together with
all supporting documentation, within forty-five (45) days of the completion of
discharge of the Cargo to which the claim applies.


ARTICLE 46 - LABOR AGREEMENT

Owner warrants it is currently operating without a collective bargaining
agreement. If it enters into a collective bargaining agreement during the term
of this Agreement, it will use reasonable commercial efforts to ensure that the
collective bargaining agreement contains [confidential material omitted and
filed separately with the Commission], for the duration of the Agreement and
any extensions.

ARTICLE 47 - PERFORMANCE GUARANTIES

A.       Nominated Orders. Owner warrants that, so long as this Agreement is in
         effect, including during any cure periods, and subject to the
         provisions governing monthly maximums set forth herein, a Provided
         Vessel will arrive at the nominated loading port within the nominated
         window. Failure to provide a Provided Vessel for the nominated time
         will void the exclusivity of the Agreement for that move as follows:

         1.       Hess will have the right to secure a transporter on its own.
                  Provided Hess has used good faith efforts to obtain such
                  services at commercially reasonable rates, costs in excess of
                  the Schedule A rates will be reimbursed by Owner.


                                       28
<PAGE>

B.       Performance Test. Hess will have the right to terminate this Agreement
         if Owner fails to perform within the nominated windows less than
         [Confidential material omitted and filed separately with the
         Commission]% of the nominations. Measurement of Owner's performance
         under this section will not begin until ninety (90) days after the
         commencement of this Agreement. Hess will review Owner's performance on
         a quarterly basis. Any delays caused by Hess will not count against
         Owner's performance.

C.       Pollution Incidents. Any pollution incident aboard any Provided Vessels
         as a result of Owner's actions or the condition of the Provided
         Vessels, in excess of [Confidential material omitted and filed
         separately with the Commission] over the initial term of this Agreement
         or multiple incidents that total [Confidential material omitted and
         filed separately with the Commission] or more will give Hess the option
         to terminate the Agreement. If Hess does not give written notice of
         termination of this Agreement to Owner within 30 days of its right to
         terminate accruing, it will lose the right to terminate for any prior
         incidents, and the accumulation of [Confidential material omitted and
         filed separately with the Commission] for purposes of this provision
         will reset to [Confidential material omitted and filed separately with
         the Commission]. Any notice of termination will give Owner
         [Confidential material omitted and filed separately with the
         Commission] days' notice of termination.

D.       Cargo Contaminations. If more than one (1) cargo contamination occurs
         during any calendar quarter, as a result of Owner's actions or the
         condition of the Provided Vessels, Hess will have the option, in
         addition to recovering all costs associated with contaminations, to
         count the contaminated volumes toward the minimums as provided in this
         Agreement or terminate this Agreement.

E.       Weather. Delays in reaching the nominated loading Terminal or arriving
         at the discharge Terminal resulting from weather conditions that
         prevent the safe movement of vessels in the affected area of the
         northeastern United States or enroute to the discharge Terminal as
         evidenced by the majority of tug and barge units in the affected area
         of the northeastern United States remaining at berth or anchorage or by
         direction of U.S. Coast Guard will not count against Owner's
         performance obligations. Performance obligations in other areas of the
         northeastern United States not then so affected by the weather will not
         be subject to the preceding sentence.


ARTICLE 48 - MISCELLANEOUS

A.       Entirety of Agreement. This Agreement, any exhibits, schedules or
         attachments hereto and thereof supersede all prior agreements and
         undertakings between the parties hereto relating to the subject matter
         of this Agreement. No course of prior dealings between the parties or
         their predecessors will be relevant to supplement or explain any terms
         used herein.

B.       Section Headings. The section and clause headings contained in this
         Agreement are for reference purposes only and will not affect in any
         way the meaning or interpretation of this Agreement.


                                       29
<PAGE>

C.       Severability. This Agreement is subject to all applicable federal and
         state laws and nothing herein is intended to violate any such law. If
         any clause or provisions of this Agreement is held to be invalid or
         unenforceable by any court, the invalidity or unenforceability of such
         clause or provisions will not affect the remaining provisions of this
         Agreement and this Agreement will be construed and enforced as if such
         invalid or unenforceable clause or provisions had not been contained in
         this Agreement.

D.       Counterparts. This Agreement may be executed in one or more
         counterparts, each of which will be deemed to be an original, but all
         of which together will constitute one instrument.

E.       Independent Contractor. Owner is an independent contractor and has the
         full power and authority to select the means, methods and manner of
         performing the services herein set forth, including, subject to Article
         39, having such work performed by other persons or business entities,
         and is responsible to Hess only for the results contracted for.

F.       Exceeding Maximums. Owner makes no representations or commitments in
         this Agreement (except for the commitments set forth in Article IA2 and
         IA3) with respect to third-party owned vessels used to transport
         volumes for Hess in excess of the then current monthly maximum (or
         dirty barrel maximum, as applicable) provided such third-party operator
         has executed a master service agreement acceptable to Hess and Owner.


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

LEEVAC MARINE, INC.                               AMERADA HESS CORPORATION


By: /s/ CHRISTIAN G. VACCARI                      By: /s/ L.H. ORNSTEIN
   ---------------------------                       ---------------------------
Name: Christian G. Vaccari                        Name: L.H. Ornstein
     -------------------------                         -------------------------
Its: CEO                                          Its: Senior Vice President
    --------------------------                        --------------------------

Witness: /s/ TODD M. HORNBECK                     Witness: /s/ ILLEGIBLE
        ----------------------                            ----------------------

Date: May 31, 2001                                Date: May 31, 2001
     -------------------------                         -------------------------


                                       30
<PAGE>

The undersigned hereby guarantees the obligations and performance of Owner under
this Agreement.

                                                HORNBECK-LEEVAC MARINE
                                                SERVICES, INC.


                                                By: /s/ CHRISTIAN G. VACCARI
                                                   ----------------------------
                                                Name:  Christian G. Vaccari
                                                     --------------------------
                                                Its:   CEO
                                                    ---------------------------

                                                Witness: /s/ James O. Harp, Jr.
                                                        -----------------------

                                                Date: May 31, 2001
                                                     --------------------------



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