AMALGAMATION AGREEMENT


                                      among


                           TEEKAY SHIPPING CORPORATION


                             NORTHWEST MARITIME INC.


                                       and


                            BONA SHIPHOLDING LIMITED



                           Dated as of March 26, 1999






                                           Table of Contents


                                                ARTICLE I

                                The Amalgamation; Closing; Effective Time

1.1.     The Amalgamation......................................................1
1.2.     Closing  2
1.3.     Effective Time........................................................2

                                                ARTICLE II

                                  Memorandum of Association and Bye-Laws
                                        of the Amalgamated Company

2.1.     The Memorandum of Association.........................................2
2.2.     The Bye-Laws..........................................................2

                                               ARTICLE III

                                          Officers and Directors
                                        of the Amalgamated Company

3.1.     Directors.............................................................3
3.2.     Officers 3

                                                ARTICLE IV

                               Effect of the Amalgamation on Capital Stock;
                                         Exchange of Certificates

4.1.     Effect on Capital Stock...............................................3
         (a)      Amalgamation Consideration...................................3
         (b)      Cancellation of Shares.......................................4
         (c)      Amalgamation Sub.............................................4
4.2.     Allocation of Amalgamation Consideration; Election Procedures.........4
         (a)      Allocation...................................................4
         (b)      Election Procedures..........................................4
         (c)      Distributions with Respect to Unexchanged Shares; Voting.....8
         (d)      Transfers....................................................8
         (e)      Fractional Shares............................................8
         (f)      Termination of Exchange Fund.................................9
         (g)      Lost, Stolen or Destroyed Certificates.......................9
         (h)      Affiliates...................................................9
4.3.     Dissenters' Rights...................................................10
4.4.     Adjustments to Prevent Dilution......................................10
4.5.     Restricted Securities................................................10

                                                ARTICLE V

                                      Representations and Warranties

5.1.     Representations and Warranties of the Company........................10
         (a)      Organization, Good Standing and Qualification...............10
         (b)      Capital Structure...........................................11
         (c)      Corporate Authority; Approval and Fairness..................11
         (d)      Governmental Filings; Consents and Approvals;
                  No Violations...............................................12
         (e)      Company Reports; Financial Statements.......................13
         (f)      Absence of Certain Changes..................................14
         (g)      Litigation and Liabilities..................................14
         (h)      Employee Benefits...........................................14
         (i)      Compliance with Laws; Permits...............................15
         (j)      Takeover Statutes...........................................16
         (k)      Environmental Matters.......................................16
         (l)      Taxes    ...................................................17
         (m)      Labor Matters...............................................19
         (n)      Insurance...................................................19
         (o)      Intellectual Property.......................................20
         (p)      Contracts...................................................21
         (q)      Vessel Condition............................................22
         (r)      No Misleading Statements....................................22
         (s)      Year 2000 Compliance Plan...................................22
         (t)      Assets......................................................22
         (u)      Brokers and Finders.........................................23

5.2.     Representations and Warranties of Parent and Amalgamation Sub........23
         (a)      Capitalization of Amalgamation Sub..........................23
         (b)      Organization, Good Standing and Qualification...............23
         (c)      Capital Structure...........................................24
         (d)      Corporate Authority.........................................24
         (e)      Governmental Filings; No Violations.........................25
         (f)      Parent Reports; Financial Statements........................25
         (g)      Absence of Certain Changes..................................26
         (h)      Litigation and Liabilities..................................26
         (i)      Brokers and Finders.........................................27
         (j)      Available Funds.............................................27

                                                ARTICLE VI

                                                Covenants

6.1.     Interim Operations...................................................27
6.2.     Acquisition Proposals................................................28
6.3.     Information Supplied.................................................30
6.4.     Stockholders Meeting.................................................30
6.5.     Filings; Other Actions; Notification.................................30
6.6.     Access   ............................................................31
6.7.     Affiliates...........................................................32
6.8.     Stock Exchange Listing and De-listing................................32
6.9.     Publicity............................................................32
6.10.    Benefits 33
         (a)      Stock Options...............................................33
         (b)      Employee Benefits...........................................33
         (c)      Election to Parent's Board of Directors.....................33
6.11.    Expenses 34
6.12.    Indemnification......................................................34
6.13.    Takeover Statute.....................................................35
6.14.    Parent Vote..........................................................35
6.15.    Parent Change of Domicile or Incorporation...........................35

                                               ARTICLE VII

                                                Conditions

7.1.     Conditions to Each Party's Obligation to Effect the Amalgamation.....35
         (a)      Stockholder Approval........................................36
         (b)      Regulatory Consents.........................................36
         (c)      Litigation..................................................36
7.2.     Conditions to Obligations of Parent and Amalgamation Sub.............36
         (a)      Representations and Warranties..............................36
         (b)      Performance of Obligations of the Company...................37
         (c)      Consents Under Agreements...................................37
         (d)      Resignations................................................37
         (e)      Dissenting Shares...........................................37
         (f)      Affiliates Letters..........................................37
7.3.     Conditions to Obligation of the Company..............................37
         (a)      Representations and Warranties..............................37
         (b)      Performance of Obligations of Parent and Amalgamation Sub...38

                                               ARTICLE VIII

                                               Termination

8.1.     Termination by Mutual Consent........................................38
8.2.     Termination by Either Parent or the Company..........................38
8.3.     Termination by the Company...........................................38
8.4.     Termination by Parent................................................39
8.5.     Effect of Termination and Abandonment................................39

                                                ARTICLE IX

                                        Miscellaneous and General

9.1.     Survival 40
9.2.     Modification or Amendment............................................41
9.3.     Waiver of Conditions.................................................41
9.4.     Counterparts.........................................................41
9.5.     GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL........................41
9.6.     Notices  42
9.7.     Entire Agreement.....................................................43
9.8.     No Third Party Beneficiaries.........................................43
9.9.     Obligations of Parent and of the Company.............................43
9.10.    Severability.........................................................44
9.11.    Interpretation.......................................................44
9.12.    Assignment...........................................................44






     AMALGAMATION AGREEMENT  (hereinafter called this "Agreement"),  dated as of
March 26, 1999, among Bona Shipholding Limited, a company incorporated under the
laws  of  Bermuda  (the  "Company"),  Teekay  Shipping  Corporation,  a  company
incorporated under the laws of Liberia ("Parent"),  and Northwest Maritime Inc.,
a company  incorporated under the laws of the Bahamas  ("Amalgamation  Sub") and
wholly-owned subsidiary of Parent.

                                                 RECITALS

     WHEREAS,  the  respective  boards  of  directors  of each  of  Parent,
Amalgamation  Sub and the Company have approved the amalgamation of Amalgamation
Sub with and into the Company (the "Amalgamation") and approved the Amalgamation
upon the terms and subject to the conditions set forth in this Agreement;

     WHEREAS,  the Company and Amalgamation  Sub wish to amalgamate  pursuant to
the provisions of Part VII of the Companies Act 1981 of Bermuda (the "Act");

     WHEREAS,  the parties  intend that the  issuance of shares of Parent in the
Amalgamation qualify for exemption from registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to Regulation S thereunder;

     WHEREAS, concurrently with the execution and delivery of this Agreement and
as a  condition  and  inducement  to  Parent's  willingness  to enter  into this
Agreement,  certain stockholders of the Company have entered into a Stockholders
Agreement  and Voting  Agreements,  dated as of the date of this  Agreement  and
attached   hereto  as   Exhibit  A   (collectively,   the   "Stockholders/Voting
Agreements"),  pursuant  to which such  stockholders  have  agreed,  among other
things,  to vote  their  shares of common  stock of the  Company in favor of the
Amalgamation; and

     WHEREAS,  the Company,  Parent and  Amalgamation Sub desire to make certain
representations,  warranties,  covenants and agreements in connection  with this
Agreement.

     NOW,   THEREFORE,   in   consideration   of  the   premises,   and  of  the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto agree as follows:

                                                 ARTICLE I

                                 The Amalgamation; Closing; Effective Time

     1.1. The  Amalgamation.  Upon the terms and subject to the  conditions  set
forth in this  Agreement,  at the  Effective  Time (as  defined  in  Section1.3)
Amalgamation  Sub shall be amalgamated  with the Company and they shall continue
as one company (sometimes hereinafter referred to as the "Amalgamated Company").
The separate corporate existence of each of the Company and Amalgamated Sub with
all their respective rights, privileges, immunities, powers and franchises shall
continue  unaffected by the  Amalgamation  in accordance with Section 109 of the
Act. The Amalgamation shall have the effects specified in the Act.

     1.2.  Closing.  The closing of the Amalgamation  (the "Closing") shall take
place (i) at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New
York at 9:00 A.M. on the second business day following the day on which the last
to be fulfilled or waived of the conditions set forth in Article VII (other than
those  conditions  that by their nature are to be satisfied at the Closing,  but
subject to the fulfillment or waiver of those  conditions) shall be satisfied or
waived in  accordance  with this  Agreement or (ii) at such other place and time
and/or on such other date as the  Company  and Parent may agree in writing  (the
"Closing Date").

     1.3.  Effective  Time.  Immediately  prior  to and in  connection  with the
Closing, the Company and Parent will cause the documents required by Section 108
of the Act to be filed with the  Registrar of Companies in Bermuda (the "Bermuda
Registrar").  The  Amalgamation  shall  become  effective  at the time  when the
Bermuda  Registrar issues a Certificate of Amalgamation  pursuant to Section 109
of the Act (the "Effective Time").


                                                ARTICLE II

                                  Memorandum of Association and Bye-Laws
                                        of the Amalgamated Company

     2.1. The  Memorandum of  Association.  The Memorandum of Association of the
Company  as in  effect  immediately  prior to the  Effective  Time  shall be the
Memorandum of Association of the Amalgamated Company (the  "Memorandum"),  until
duly amended as provided therein or by applicable law.

     2.2. The  Bye-Laws.  The bye-laws of the Company in effect at the Effective
Time shall be the bye-laws of the Amalgamated  Company (the  "Bye-Laws"),  until
duly amended as provided therein or by applicable law.


                                                ARTICLE III

                                          Officers and Directors
                                        of the Amalgamated Company

     3.1.  Directors.  The directors of  Amalgamation  Sub at the Effective Time
shall,  from and after the Effective  Time, be the directors of the  Amalgamated
Company until their successors have been duly elected or appointed and qualified
or until their earlier  death,  resignation  or removal in  accordance  with the
Memorandum and the Bye-Laws.

     3.2.  Officers.  The  officers  of the  Company  (other than those that are
officers  solely as a result of being a director) at the  Effective  Time shall,
from and after the Effective  Time, be the officers of the  Amalgamated  Company
until their  successors  have been duly  elected or appointed  and  qualified or
until  their  earlier  death,  resignation  or  removal in  accordance  with the
Memorandum and the Bye-Laws;


                                                ARTICLE IV

                               Effect of the Amalgamation on Capital Stock;
                                         Exchange of Certificates

     4.1.  Effect on Capital  Stock.  At the Effective  Time, as a result of the
Amalgamation  and  without  any action on the part of the holder of any  capital
stock of the Company:

     (a) Amalgamation  Consideration.  Subject to Section 4.2, each share of the
Common Stock,  par value $1.50 per share,  of the Company (the "Shares")  issued
and  outstanding  at the  Effective  Time (other  than  Shares  owned by Parent,
Amalgamation  Sub  or  any  other  direct  or  indirect   subsidiary  of  Parent
(collectively,  the "Parent  Companies") or Shares that are owned by the Company
or any direct or indirect subsidiary of the Company and in each case not held on
behalf of  third parties  (collectively,  "Excluded  Shares") shall be converted
into, and become exchangeable for (the "Amalgamation Consideration"),  (i) $7.00
in cash (the "Cash Consideration") or (ii) 0.485 shares of Common Stock, without
par value, of Parent (the "Parent Common Stock") (the "Stock Consideration"). At
the  Effective  Time,  all Shares  shall no longer be  outstanding  and shall be
canceled and retired and shall cease to exist,  and the global  certificate (the
"Certificate")  held by Den  norske  Bank  ("DNB"),  from  which the  Shares are
derived and  registered  in the computer  securities  registry  ("VPS") in Oslo,
shall   thereafter   represent  only  the  right  to  receive the   Amalgamation
Consideration  and the right, if any, to receive pursuant to Section 4.2(e) cash
in lieu of fractional  shares of Parent Common Stock into which such Shares have
been  converted  pursuant  to this  Section  4.1(a) and any  dividends  or other
distributions  pursuant to Section 4.2(c). Parent agrees that it shall take such
steps as may be necessary in order to (i) provide a dealing  facility  that will
allow stockholders who would receive less than 200 shares of Stock Consideration
to have  those  shares  sold on  their  behalf  without  brokers'  fees or other
transaction costs and (ii) subject to compliance with VPS requirements,  provide
stockholders the opportunity to receive Cash  Consideration in Norwegian Kroner,
translated  at the  noon  buying  rate on the day on which  payment  is made and
without deduction for any transaction costs.

     (b)  Cancellation  of Shares.  Each Excluded Share shall,  by virtue of the
Amalgamation and without any action on the part of the holder thereof,  cease to
be   outstanding,   shall  be  canceled  and  retired  without  payment  of  any
consideration therefor and shall cease to exist.

     (c)  Amalgamation  Sub. At the Effective  Time, each share of Common Stock,
without par value, of Amalgamation Sub issued and outstanding  immediately prior
to the Effective  Time shall be converted  into one share of common stock of the
Amalgamated Company.

     4.2. Allocation of Amalgamation  Consideration;  Election  Procedures.

     (a) Allocation. Notwithstanding anything in this Agreement to the contrary,
the maximum number of Shares (the "Cash  Election  Number") to be converted into
the right to receive Cash Consideration in the Amalgamation shall be equal to 50
percent of the number of Shares issued and outstanding  immediately prior to the
Effective Time of the Amalgamation less the Excluded Shares.  The maximum number
of Shares to be converted into the right to receive Stock  Consideration  in the
Amalgamation  (the "Stock Election  Number") shall be equal to 70 percent of the
number of Shares issued and outstanding  immediately prior to the Effective Time
of the Amalgamation less the Excluded Shares.

     (b) Election Procedures.

     (i) As of the Effective  Time,  Parent shall deposit,  or shall cause to be
deposited,  with an exchange agent selected by Parent,  with the Company's prior
approval,  which shall not be unreasonably  withheld (the "Exchange Agent"), for
the benefit of the holders of Shares,  certificates  representing  the shares of
Parent  Common  Stock  and any  cash  to be paid  pursuant  to  Section  4.1 and
thereafter,  shall  from  time to time  deposit,  or cause to be  deposited  any
dividends or other  distributions  with respect to the Parent Common Stock to be
issued or paid  pursuant to Section  4.2(c) in exchange for  outstanding  Shares
(such cash and certificates for shares of Parent Common Stock, together with the
amount of any  dividends or other  distributions  payable with respect  thereto,
being hereinafter referred to as the "Exchange Fund").

     (ii) Subject to allocation and proration in accordance  with the provisions
of this  Section 4.2,  each record holder of Shares (other than Excluded Shares)
issued and outstanding  immediately  prior to the Election  Deadline (as defined
below)  shall be entitled  (A) to elect to receive in respect of each such Share
(x) Cash Consideration (a "Cash Election") or (y) Stock  Consideration (a "Stock
Election")  or (B) to  indicate  that such record holder has no preference as to
the  receipt of Cash  Consideration  or Stock  Consideration  for such Shares (a
"Non-Election");  provided,  however,  that no U.S.  Person (as  defined in Rule
902(k) of the  Securities  Act other than any signatory to a  Stockholder/Voting
Agreement entered into  simultaneously  herewith) (the "Excluded U.S.  Holders")
shall be  permitted  to make a Stock  Election.  Shares  in  respect  of which a
Non-Election is made  (including  shares in respect of which such an election is
deemed  to  have  been  made  pursuant  to  this  Section 4.2  and  Section 4.3)
(collectively, "Non-Election Shares") shall be deemed by the Parent, in its sole
and absolute discretion, subject to Sections 4.2(b)(v)-(vii), to be, in whole or
in part,  Shares in respect of which Cash Elections or Stock Elections have been
made, provided,  however,  that any Non-Election made by an Excluded U.S. Holder
shall be deemed to be a Cash  Election.  Any  stockholders  of the  Company  who
intend to exercise  their  appraisal  rights  pursuant to Section 106 of the Act
("Dissenting  Stockholders")  and who do not make an  election  pursuant to this
Section 4.2 shall be deemed to have made a Non-Election.

     (iii)  Elections  pursuant to Section  4.2(b)(i) shall be made on a form (a
"Form of Election"), and with such other provisions to be reasonably agreed upon
by the Company and Parent, to be provided by the Exchange Agent for that purpose
to holders of record of Shares (other than holders of Excluded Shares), together
with  appropriate  transmittal  materials,  at the time of mailing to holders of
record of Shares of any proxy or  information  statement in connection  with the
stockholders  meeting  referred to in Section  6.4.  Elections  shall be made by
mailing  to the  Exchange  Agent  a  duly  completed  Form  of  Election.  To be
effective,  a Form of Election must be properly completed,  signed and submitted
to the Exchange Agent at its designated office, by 5:00 p.m. on the business day
that is two trading days prior to the Closing Date (which date shall be publicly
announced  by  Parent  as soon as  practicable  but in no event  less  than five
trading days prior to the Closing Date) (the "Election  Deadline").  The Company
shall use its best  efforts to make a Form of Election  available to all Persons
(as defined  below) who become  holders of record of Shares (other than Excluded
Shares)  between  the date of mailing  described  in the first  sentence of this
Section  4.2(b)(iii) and the Election Deadline.  Parent shall determine,  in its
sole and  absolute  discretion,  which  authority it may delegate in whole or in
part to the  Exchange  Agent,  whether  Forms of  Election  have  been  properly
completed,  signed and  submitted  or  revoked.  The  decision of Parent (or the
Exchange  Agent,  as the case may be) in such matters  shall be  conclusive  and
binding.  Neither  Parent nor the Exchange Agent will be under any obligation to
notify any Person of any defect in a Form of Election  submitted to the Exchange
Agent.  A holder of Shares  that does not submit an  effective  Form of Election
prior to the Election Deadline shall be deemed to have made a Non-Election.

     (iv) An election may be revoked, but only by written notice received by the
Exchange Agent prior to the Election Deadline. Upon any such revocation,  unless
a duly  completed  Form of Election is thereafter  submitted in accordance  with
paragraph (b)(ii), such Shares shall be Non-Election Shares.

     (v) In the event  that the  aggregate  number of Shares in respect of which
Cash Elections have been made (collectively, the "Cash Election Shares") exceeds
the Cash Election  Number,  all shares in respect of which Stock  Elections have
been made (the "Stock Election  Shares") and all Non-Election  Shares in respect
of which Stock Elections are deemed to have been made (it being  understood that
in such case all Non-Election  Shares shall be deemed to be shares in respect of
which  Stock  Elections  have been made)  shall be  converted  into the right to
receive Stock  Consideration,  and all Cash  Election  Shares shall be converted
into the right to  receive  Stock  Consideration  or Cash  Consideration  in the
following manner:

     (A) Cash  Election  Shares  shall be  deemed  converted  to Stock  Election
Shares,  on a  pro-rata  basis,  so that the number of Cash  Election  Shares so
converted, when added to the other Stock Election Shares, shall equal as closely
as  practicable  50  percent  of the  number of Shares  issued  and  outstanding
immediately  prior to the Effective Time of the  Amalgamation  less the Excluded
Shares,  and all such Cash Election  Shares so converted shall be converted into
the  right  to  receive  Stock  Consideration  (and  cash in lieu of  fractional
interests);  provided,  however,  that the Cash  Elections made by Excluded U.S.
Holders shall be exempt from the pro-ration of this paragraph (A); and

     (B) any remaining Cash Election Shares shall be converted into the right to
receive Cash Consideration.

     (vi) In the  event  that the  aggregate  number  of Stock  Election  Shares
exceeds the Stock Election Number, all Cash Election Shares and all Non-Election
Shares in respect of which Cash Elections are deemed to have been made (it being
understood  that in such  case all  Non-Election  Shares  shall be  deemed to be
Shares in respect of which Cash  Elections  have been made)  shall be  converted
into the right to receive  Cash  Consideration,  and all Stock  Election  Shares
shall  be  converted  into the  right to  receive  Stock  Consideration  or Cash
Consideration in the following manner:

     (A) Stock  Election  Shares shall be deemed  converted  into Cash  Election
Shares,  on a pro-rata  basis,  so that the number of Stock  Election  Shares so
converted,  when added to the other Cash Election Shares, shall equal as closely
as  practicable  (i) 30 percent of the number of Shares  issued and  outstanding
immediately  prior to the Effective Time of the  Amalgamation  less the Excluded
Shares,  and all such Shares so converted  shall be converted  into the right to
receive the Cash Consideration; and

     (B) the remaining  Stock Election  Shares shall be converted into the right
to receive the Stock Consideration (and cash in lieu of fractional interests).

     (vii)  In the  event  that  neither  clause  (v)  nor  clause  (vi) of this
Section 4.2(b) is applicable,  (x) all Cash Election Shares and all Non-Election
Shares in respect of which Cash  Elections are deemed to have been made shall be
converted  into the right to  receive  Cash  Consideration,  and  (y) all  Stock
Election Shares and all Non-Election  Shares in respect of which Stock Elections
are deemed to have been made shall be converted  into the right to receive Stock
Consideration (and cash in lieu of fractional interests).

     (viii) The Exchange  Agent,  in  consultation  with Parent and the Company,
shall make all computations to give effect to this Section 4.2.

     (ix)  After the  Effective  Time and  subject  to this  Section  4.2,  upon
delivery of a duly  completed  Form of  Election  for Stock  Consideration,  the
holder of such Shares shall be entitled to receive  (after  giving effect to any
required tax withholdings)  (a) a certificate  representing that number of whole
shares of Parent  Common Stock that such holder is entitled to receive  pursuant
to this  Article IV,  (b) a  check  in the  amount  of (x)  any  cash in lieu of
fractional  shares  plus  (y) any  unpaid  non-stock  dividends  and  any  other
dividends  or other  distributions  that such  holder  has the right to  receive
pursuant to the  provisions  of this  Article  IV. No  interest  will be paid or
accrued  on  any  amount   payable  upon  due  surrender  of  the   Certificates
representing Stock Election Shares.

     (x) After the Effective Time and subject to this Section 4.2, upon delivery
of a duly completed Form of Election for Cash Consideration,  the holder of such
Shares  shall be entitled to receive  (after  giving  effect to any required tax
withholdings) a check in the amount such holder is entitled to receive  pursuant
to this Article IV.

     For the  purposes  of this  Agreement,  the term  "Person"  shall  mean any
individual,  corporation (including  not-for-profit entity),  general or limited
partnership,   limited  liability  company,   joint  venture,   estate,   trust,
association,  organization,  Governmental  Entity  (as  defined  below) or other
entity of any kind or nature.

     (c)  Distributions  with Respect to  Unexchanged  Shares;  Voting.

     (i) All  shares  of  Parent  Common  Stock  to be  issued  pursuant  to the
Amalgamation shall be deemed issued and outstanding as of the Effective Time and
whenever a dividend  or other  distribution  is declared by Parent in respect of
the Parent Common Stock,  the record date for which is at or after the Effective
Time, that declaration shall include dividends or other distributions in respect
of all  shares  issuable  pursuant  to this  Agreement.  No  dividends  or other
distributions  in respect of the Parent Common Stock shall be paid to any holder
of any  unsurrendered  Shares until such Shares are  surrendered for exchange in
accordance  with this  Article  IV.  Subject to the effect of  applicable  laws,
following  surrender  of any such Shares,  there shall be issued  and/or paid to
such holder of Shares,  certificates  representing whole shares of Parent Common
Stock issued in exchange  therefor,  without  interest,  (A) at the time of such
surrender,  the  dividends or other  distributions  with a record date after the
Effective Time  theretofore  payable with respect to such whole shares of Parent
Common Stock and not paid and (B) at the appropriate payment date, the dividends
or other  distributions  payable  with  respect to such  whole  shares of Parent
Common Stock with a record date after the Effective Time but with a payment date
subsequent to surrender.

     (ii) Any holder of Shares  shall be  entitled  to vote after the  Effective
Time at any meeting of Parent  stockholders the number of whole shares of Parent
Common Stock represented by such Shares, regardless of whether such holders have
surrendered such Shares.

     (d)  Fractional  Shares.   Notwithstanding  any  other  provision  of  this
Agreement,  no  fractional  shares of Parent Common Stock will be issued and any
holder of Shares  entitled to receive a fractional  share of Parent Common Stock
but for this Section 4.2(d)  shall be entitled to receive a cash payment in lieu
thereof.  Such cash payment  shall be derived from the average  closing price of
the shares of Parent  Common Stock as quoted on the New York Stock  Exchange for
the 20 trading days ended three business days prior to the Effective Time.

     (e)  Termination  of  Exchange  Fund.  Any  portion  of the  Exchange  Fund
(including the proceeds of any investments  thereof and any Parent Common Stock)
that remains unclaimed by the stockholders of the Company for 180 days after the
Effective  Time,  shall be paid to Parent.  Any  stockholders of the Company who
have not theretofore complied with this Article IV shall thereafter look only to
Parent  for  payment  of their  shares  of  Parent  Common  Stock  and any cash,
dividends and other  distributions  in respect  thereof  payable and/or issuable
pursuant to Section 4.1 and  Section 4.2(c)  upon due surrender of their Shares,
in each case, without any interest thereon.  Notwithstanding the foregoing, none
of Parent, the Amalgamated Company, the Exchange Agent or any other Person shall
be liable to any former holder of Shares for any amount properly  delivered to a
public official pursuant to applicable  abandoned  property,  escheat or similar
laws.

     (f) Affiliates.  Notwithstanding  anything  herein to the contrary,  Shares
surrendered  for  exchange  for  Stock  Consideration  by  any  "affiliate"  (as
determined  pursuant to Section 6.7) of the Company shall not be exchanged until
Parent  has  received  a written  agreement  from such  Person  as  provided  in
Section 6.7 hereof.

     4.3.  Dissenters'  Rights.  A Dissenting  Shareholder  who does not vote in
favor of the Amalgamation at the Stockholders Meeting (as defined in Section 6.4
hereof) and who is not  satisfied  that he has been  offered  fair value for his
Shares may within one month of the giving of the notice of the said Stockholders
Meeting apply to the Supreme Court of Bermuda (the "Court") to appraise the fair
value of his Shares.  In the event that the  Amalgamation  has proceded prior to
such appraisal by the Court,  then within one month of the Court  appraising the
value of the Shares,  if the amount paid to the Dissenting  Shareholder  for his
Shares is less than that appraised by the Court,  the Amalgamated  Company shall
pay to such  Dissenting  Shareholder  the  difference  between the  Amalgamation
Consideration  and the value  appraised  by the Court.  The  Company  shall give
Parent  (i)  prompt  notice of any  written  demands  for  appraisal,  attempted
withdrawals  of such  demands,  and any other  instruments  served  pursuant  to
applicable  law  received by the Company  relating  to  stockholders'  rights of
appraisal and (ii) the  opportunity to direct all  negotiations  and proceedings
with  respect to demand for  appraisal  under the Act.  The  Company  shall not,
except with the prior written  consent of Parent,  voluntarily  make any payment
with respect to any demands for appraisals of Dissenting Shares, offer to settle
or settle any such demands or approve any withdrawal of any such demands.

     4.4. Adjustments to Prevent Dilution. In the event that the Company changes
the  number  of  Shares  or  securities  convertible  or  exchangeable  into  or
exercisable for Shares,  or Parent changes the number of shares of Parent Common
Stock or securities  convertible or exchangeable  into or exercisable for shares
of Parent Common Stock,  issued and outstanding prior to the Effective Time as a
result of a  reclassification,  stock split  (including a reverse split),  stock
dividend or distribution,  recapitalization,  amalgamation, merger, subdivision,
issuer tender or exchange offer, or other similar transaction,  the Amalgamation
Consideration shall be equitably adjusted.

     4.5. Restricted Securities.  The shares of Parent Common Stock constituting
the Stock Consideration have not been registered under the Securities Act.


                                                 ARTICLE V

                                      Representations and Warranties

     5.1.  Representations and Warranties of the Company. Except as set forth in
the corresponding  schedules or sections of the disclosure schedule delivered to
Parent by the Company prior to 1:00 p.m.  (Oslo,  Norway time) on March 27, 1999
(the "Company Disclosure Schedule"),  the Company hereby represents and warrants
to Parent and Amalgamation Sub that:

     (a) Organization, Good Standing and Qualification.  Each of the Company and
its Subsidiaries is duly organized,  validly existing and in good standing under
the laws of its respective  jurisdiction of  organization  and has all requisite
corporate or similar power and authority to own and operate its  properties  and
assets and to carry on its business as presently  conducted  and is qualified to
do  business  and  is  in  good  standing  as  a  foreign  corporation  in  each
jurisdiction  where the  ownership or operation of its  properties or conduct of
its  business  requires  such  qualification,  except where the failure to be so
qualified or in good standing, when taken together with all other such failures,
is not reasonably  likely to have a Company  Material Adverse Effect (as defined
below).  The Company shall make available to Parent by 1:00 p.m.  (Oslo,  Norway
time) on March 27, 1999 a complete  and correct  copy of the  Company's  and its
Subsidiaries'  memoranda of association or  certificates  of  incorporation,  as
applicable, and bye-laws or by-laws, as applicable, each as amended to date, and
together "Organizational  Documents".  With respect to Bona Shipping Philippines
Inc. and Bona Shipping  (India) Pvt.  Ltd., the foregoing is limited to the best
knowledge of the Company.  The  Company's and its  Subsidiaries'  Organizational
Documents  so  delivered  are in full force and  effect.  Section  5.1(a) of the
Company  Disclosure  Schedule  contains  a  correct  and  complete  list of each
jurisdiction where the Company and each of its Subsidiaries is organized.

     As used in this Agreement, the term (A) "Subsidiary" means, with respect to
the Company, Parent or Amalgamation Sub, as the case may be, any entity, whether
incorporated  or  unincorporated,  of which such party is the general partner or
managing  member or of which at least a majority of the  securities or ownership
interests having by their terms ordinary voting power to elect a majority of the
board of directors or other persons  performing similar functions is directly or
indirectly owned or controlled by such party or by one or more of its respective
Subsidiaries or by such party and any one or more of its respective Subsidiaries
and (B) "Company Material Adverse Effect" means a material adverse effect on the
financial condition, properties, prospects, business or results of operations of
the Company and its Subsidiaries taken as a whole.

     (b) Capital Structure. The authorized capital stock of the Company consists
of 250,000,000  Shares,  of which  18,923,774 Shares  were outstanding as of the
close of business on March 26,  1999.  All of the  outstanding  Shares have been
duly  authorized  and are  validly  issued,  fully paid and  nonassessable.  The
Company has no Shares reserved for issuance,  except that, as of March 26, 1999,
there were 380,000 Shares  reserved for issuance pursuant to the Company's share
option program (the "Stock Plan").  The Company  Disclosure  Schedule contains a
correct and complete list of each  outstanding  option to purchase  Shares under
the Stock Plan (each a "Company Option"),  including the holder,  date of grant,
exercise price and number of Shares  subject  thereto.  Each of the  outstanding
shares  of  capital  stock  or  other   securities  of  each  of  the  Company's
Subsidiaries is duly authorized,  validly issued,  fully paid and  nonassessable
and owned by a direct or indirect  wholly-owned  subsidiary of the Company, free
and clear of any lien, pledge, security interest, claim, third party interest or
other  encumbrance.  Except as set forth above, there are no preemptive or other
outstanding rights,  options,  warrants,  conversion rights,  stock appreciation
rights,  redemption  rights,  repurchase  rights,  agreements,  arrangements  or
commitments to issue or sell any shares of capital stock or other  securities of
the  Company  or any of  its  Subsidiaries  or  any  securities  or  obligations
convertible  or  exchangeable  into or  exercisable  for, or giving any Person a
right to subscribe for or acquire,  any  securities of the Company or any of its
Subsidiaries,  and no  securities  or  obligations  evidencing  such  rights are
authorized,  issued  or  outstanding,   except  that  certain  stockholders  (or
partners,  as  applicable)  in  Subsidiaries  have  preemptive  rights  in  such
Subsdiaries.  The Company does not have outstanding any bonds, debentures, notes
or other obligations the holders of which have the right to vote (or convertible
into  or  exercisable  for  securities  having  the  right  to  vote)  with  the
stockholders of the Company on any matter.

     (c) Corporate  Authority;  Approval and Fairness.

     (i) The Company has all  requisite  corporate  power and  authority and has
taken all corporate  action  necessary in order to execute,  deliver and perform
its obligations under this Agreement and to consummate, subject only to approval
of this  Agreement by the holders of 75% of the votes cast at the  stockholders'
meeting convened for such purpose (the "Company Requisite Vote"). This Agreement
is a valid and binding agreement of the Company  enforceable against the Company
in accordance  with its terms,  subject to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles (the
"Bankruptcy and Equity Exception").

     (ii) The board of directors  of the Company  (A) has  unanimously  approved
this  Agreement and the  Amalgamation  and the other  transactions  contemplated
hereby and (B) shall  have  received,  prior to the public  announcement  of the
execution of this  Agreement,  the opinion of its  financial  advisors,  Warburg
Dillon Read,  to the effect that the  consideration  per Share to be received by
the holders of the Shares in the  Amalgamation  is fair to such  holders  from a
financial point of view.

     For purposes of this Agreement an "Affiliate" of, or a person  "Affiliated"
with, a specified person, is a person that directly,  or indirectly  through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control with, the person specified.

     (d) Governmental Filings; Consents and Approvals; No Violations. (i)  Other
than the filings and/or notices (A) pursuant to Section 1.3, and (B) required to
be made with the Oslo Stock Exchange (the "OSE"),  no notices,  reports or other
filings are required to be made by the Company or any of its Subsidiaries  with,
nor  are any  consents,  registrations,  approvals,  permits  or  authorizations
required  to be obtained by the  Company or any of its  Subsidiaries  from,  any
governmental  or  regulatory  authority,   agency,  commission,  body  or  other
governmental or regulatory entity  ("Governmental  Entity"),  in connection with
the execution and delivery of this Agreement by the Company and the consummation
by the  Company  of the  Amalgamation  and the other  transactions  contemplated
hereby, except those that the failure to make or obtain are not, individually or
in the aggregate, reasonably likely to have a Company Material Adverse Effect or
prevent,  materially  delay or  materially  impair the ability of the Company to
consummate the transactions contemplated by this Agreement.

     (ii) The  execution,  delivery  and  performance  of this  Agreement by the
Company do not, and the  consummation by the Company of the Amalgamation and the
other transactions  contemplated  hereby will not, constitute or result in (A) a
breach or violation of, or a default under, the Organizational  Documents of the
Company or any of its  Subsidiaries,  (B) a breach or violation of, or a default
under, or the  acceleration of any obligations  under, or the termination of, or
loss of any benefit under, or the creation of a lien, pledge, security interest,
third party interest or other encumbrance on the assets of the Company or any of
its  Subsidiaries  (with or without notice,  lapse of time or both) pursuant to,
any agreement, lease, contract, note, mortgage, indenture,  arrangement, license
or  other  obligation  ("Contracts")  binding  upon  the  Company  or any of its
Subsidiaries   or  their   respective   assets,   or  any  Law  (as  defined  in
Section 5.1(i)) or governmental or  non-governmental  permit or license to which
the  Company or any of its  Subsidiaries  is  subject  or (C) any  change in the
rights or obligations of any party under any of the  Contracts,  except,  in the
case  of  clause  (B) or  (C) above,   for  any  breach,   violation,   default,
acceleration,  termination,  creation  or change  that,  individually  or in the
aggregate, is not reasonably likely to have a Company Material Adverse Effect or
prevent,  materially  delay or  materially  impair the ability of the Company to
consummate the transactions contemplated by this Agreement.

     (e) Company  Reports;  Financial  Statements.  The Company has delivered to
Parent each  registration  statement,  report,  proxy  statement or  information
statement  prepared by it since December 31, 1998 (the "Audit Date") each in the
form (including exhibits, annexes and any amendments thereto) filed with the OSE
(collectively,  including any such reports  filed  subsequent to the date hereof
and as amended, the "Company Reports").  As of the date hereof, (or, if amended,
as of the date of such  amendment) the Company  Reports did not, and any Company
Reports filed with the OSE subsequent to the date hereof shall not,  contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein,  in light of
the  circumstances in which they were made, not misleading,  in each case, as of
their respective dates.  Each of the consolidated  balance sheets included in or
incorporated by reference into the Company Reports  (including the related notes
and schedules)  fairly  presents,  or, in the case of Company Reports filed with
the OSE subsequent to the date hereof,  shall fairly present,  the  consolidated
financial  position of the Company and its  Subsidiaries as of its date and each
of the  consolidated  statements of income and of changes in financial  position
included in or incorporated by reference into the Company Reports (including any
related notes and schedules) fairly presents,  or in the case of Company Reports
filed with the OSE  subsequent  to the date hereof,  shall fairly  present,  the
results of operations,  retained earnings and changes in financial position,  as
the case may be, of the Company and its  Subsidiaries  for the periods set forth
therein  (subject,  in the case of  unaudited  statements,  to notes and  normal
year-end audit  adjustments  that will not be material in amount or effect),  in
each case in  accordance  with U.S.  generally  accepted  accounting  principles
consistently  applied  during  the  periods  involved,  except  as may be  noted
therein.

     (f) Absence of Certain Changes.  Except as disclosed in the Company Reports
filed  prior to the date  hereof,  since  the  Audit  Date the  Company  and its
Subsidiaries  have conducted their  respective  businesses only in, and have not
engaged in any material  transaction  other than  according to, the ordinary and
usual  course of such  businesses  and there has not been (i)  any change in the
financial condition, properties, prospects, business or results of operations of
the  Company  and  its   Subsidiaries  or  any  development  or  combination  of
developments of which management of the Company has knowledge that, individually
or in the aggregate,  has had or is reasonably likely to have a Company Material
Adverse Effect, other than any decrease in the market asset value of any vessels
resulting from a change in market conditions  specific to the shipping industry;
(ii) any material damage, destruction or other casualty loss with respect to any
material asset or property owned, leased or otherwise used by the Company or any
of its Subsidiaries, whether or not covered by insurance; (iii) any declaration,
setting aside or payment of any dividend or other distribution in respect of the
capital stock of the Company, except for dividends or other distributions on its
capital stock publicly announced prior to the date hereof; or (iv) any change by
the Company in  accounting  principles,  practices  or methods.  Since the Audit
Date, except as provided for herein or as disclosed in the Company Reports filed
prior to the date hereof,  there has not been any  increase in the  compensation
payable or that could become  payable by the Company or any of its  Subsidiaries
to any officer or key employee or any amendment of any of the  compensation  and
benefit  plans of the  Company  or its  Subsidiaries  other  than  increases  or
amendments in the ordinary course consistent with past practice.

     (g) Litigation and Liabilities.  Except as disclosed in the Company Reports
filed  prior  to  the  date  hereof,   there  are  no  (i) civil,   criminal  or
administrative actions, suits, claims,  hearings,  investigations or proceedings
pending or, to the knowledge of the officers of the Company,  threatened against
the Company or any of its Affiliates or (ii) obligations or liabilities, whether
or not  accrued,  contingent  or  otherwise  and  whether or not  required to be
disclosed,  including those relating to matters  involving any Environmental Law
(as defined in Section 5.1(k)), or any other facts or circumstances of which the
officers of the Company have knowledge that could result in any claims  against,
or obligations or liabilities of, the Company or any of its  Affiliates,  except
for those that are not,  individually or in the aggregate,  reasonably likely to
have a Company  Material  Adverse  Effect or  prevent  or  materially  burden or
materially  impair the ability of the  Company to  consummate  the  transactions
contemplated by this Agreement.

     (h) Employee Benefits.

     (i) A copy of  each  bonus,  deferred  compensation,  pension,  retirement,
profit-sharing,  thrift, savings,  employee stock ownership,  stock bonus, stock
purchase,  restricted stock, stock option, employment,  termination,  severance,
compensation,  medical,  health or other plan, agreement,  policy or arrangement
that covers  employees,  directors,  former employees or former directors of the
Company and its  Subsidiaries  (the  "Compensation  and Benefit  Plans") and any
trust agreement or insurance  contract  forming a part of such  Compensation and
Benefit Plans shall be made available to Parent by 1:00 p.m. (Oslo, Norway time)
on  March  27,  1999.  The   Compensation   and  Benefit  Plans  are  listed  in
Section 5.1(h) of the Company Disclosure Schedule and any "change of control" or
similar provisions therein are specifically  identified in Section 5.1(h) of the
Company Disclosure Schedule.

     (ii) All Compensation and Benefit Plans are in substantial  compliance with
all applicable  law. There is no pending or, to the knowledge of the officers of
the Company,  threatened  material  litigation  relating to the Compensation and
Benefit Plans.

     (iii)  All  contributions  required  to be  made  under  the  terms  of any
Compensation  and Benefit Plan as of the date hereof have been timely made.  The
Company and its Subsidiaries have no material unfunded  liabilities with respect
to any Pension Plan.

     (iv)  Neither the Company nor its  Subsidiaries  have any  obligations  for
retiree  health and life benefits under any  Compensation  and Benefit Plan. The
Company or its Subsidiaries may amend or terminate any such plan under the terms
of such plan at any time without incurring any material liability thereunder.

     (v)  The  consummation  of the  Amalgamation  and  the  other  transactions
contemplated by this Agreement will not (x) entitle any employees of the Company
or its  Subsidiaries  to severance  pay, (y)  accelerate  the time of payment or
vesting or trigger any payment of compensation  or benefits under,  increase the
amount payable or trigger any other material  obligation pursuant to, any of the
Compensation and Benefit Plans or (z) result in any breach or violation of, or a
default under, any of the Compensation and Benefit Plans.

     (i)  Compliance  with  Laws;  Permits.  Except as set forth in the  Company
Reports  filed prior to the date hereof,  the  businesses of each of the Company
and its Subsidiaries have not been, and are not being, conducted in violation of
any  multinational,  federal,  regional,  state,  local or other  law,  statute,
ordinance,  rule, regulation,  judgment, order, injunction,  decree, arbitration
award,  agency  requirement,  license  or  permit  of  any  Governmental  Entity
(collectively,  "Laws"),  except for  violations  or possible  violations  that,
individually  or in the aggregate,  are not reasonably  likely to have a Company
Material Adverse Effect or prevent or materially burden or materially impair the
ability of the  Company to  consummate  the  transactions  contemplated  by this
Agreement.  Except as set forth in the Company  Reports  filed prior to the date
hereof,  no investigation  or review by any Governmental  Entity with respect to
the Company or any of its  Subsidiaries  is pending or, to the  knowledge of the
officers of the Company,  threatened,  nor has any Governmental Entity indicated
an intention to conduct the same, except for those the outcome of which are not,
individually or in the aggregate,  reasonably  likely to have a Company Material
Adverse Effect or prevent or materially  burden or materially impair the ability
of the Company to consummate the transactions contemplated by this Agreement. To
the knowledge of the officers of the Company,  no material change is required in
the Company's or any of its Subsidiaries' processes, properties or procedures in
connection  with any such Laws,  and the Company has not  received any notice or
communication of any material noncompliance with any such Laws that has not been
cured as of the date  hereof.  The  Company  and its  Subsidiaries  each has all
permits,  licenses,   franchises,   variances,   exemptions,  orders  and  other
governmental  authorizations,  consents and  approvals  necessary to conduct its
business  as  presently  conducted  except  those the  absence of which are not,
individually or in the aggregate,  reasonably  likely to have a Company Material
Adverse Effect or prevent or materially  burden or materially impair the ability
of the  Company  to  consummate  the  Amalgamation  and the  other  transactions
contemplated by this Agreement.

     (j)  Takeover  Statutes.  No "fair  price",  "moratorium",  "control  share
acquisition"  or other  anti-takeover  statute or  regulation  (each a "Takeover
Statute")  or  any  anti-takeover  provision  in  the  Company's  Organizational
Documents is, or at the Effective Time will be,  applicable to the Company,  the
Shares,  the  Amalgamation  or  the  other  transactions  contemplated  by  this
Agreement or the Stockholder/Voting Agreements.

     (k) Environmental Matters. Except as disclosed in the Company Reports prior
to the date  hereof  or except  as would  not have a  Company  Material  Adverse
Effect:  (i) the  Company and its  Subsidiaries  have  complied in all  material
respects at all times with all applicable  Environmental  Laws; (ii) no property
currently owned or operated by the Company or any of its Subsidiaries (including
soils,   groundwater,   surface  water,   buildings  or  other   structures)  is
contaminated with any Hazardous  Substance;  (iii) no property formerly owned or
operated by the Company or any of its  Subsidiaries  was  contaminated  with any
Hazardous  Substance  during or prior to such period of ownership or  operation;
(iv) neither the Company nor any of its Subsidiaries is subject to liability for
any Hazardous  Substance  disposal or contamination on any third party property;
(v) neither the Company nor any of its Subsidiaries has been associated with any
release  or threat of release  of any  Hazardous  Substance;  (vi)  neither  the
Company nor any of its  Subsidiaries  has received any notice,  demand,  letter,
claim  or  request  for  information  alleging  that the  Company  or any of its
Subsidiaries  may  be  in  violation  of  or  subject  to  liability  under  any
Environmental  Law;  (vii)  neither the Company nor any of its  Subsidiaries  is
subject  to  any  order,  decree,  injunction  or  other  arrangement  with  any
Governmental  Entity or any  indemnity or other  agreement  with any third party
relating to  liability  under any  Environmental  Law or  relating to  Hazardous
Substances;  (viii) there are no other circumstances or conditions involving the
Company or any of its  Subsidiaries  that could reasonably be expected to result
in any material  claim,  liability,  investigation,  cost or  restriction on the
ownership,  use, or transfer of any property pursuant to any Environmental  Law;
and (ix) the Company shall deliver to Parent by 1:00 p.m. (Oslo, Norway time) on
March  27,  1999  copies of all  environmental  reports,  studies,  assessments,
sampling data and other environmental  information in its possession relating to
Company or its Subsidiaries or their respective current and former properties or
operations  other  than  those  environmental  reports,  studies,   assessments,
sampling data and other  environmental  information that indicate or delineate a
situation  or event  that is not  reasonably  likely to have a Company  Material
Adverse Effect.

     As used herein,  the term  "Environmental  Law" means any  federal,  state,
national,  local or other  statute,  law,  regulation,  order,  decree,  permit,
authorization,  convention,  opinion,  common law or agency requirement relating
to: (A) the protection, investigation or restoration of the environment, health,
safety, or natural resources, (B) the handling, use, presence, disposal, release
or threatened release of any Hazardous Substance or (C) noise, odor, indoor air,
employee exposure, wetlands, pollution, contamination or any injury or threat of
injury to persons or property relating to any Hazardous Substance.

     As used  herein,  the  term  "Hazardous  Substance"  means  any  substance,
material,  pollutant,  contaminant  or waste that is: (A) listed,  classified or
regulated  pursuant  to any  Environmental  Law;  (B) any  petroleum  product or
by-product,  asbestos-containing  material,  lead-containing  paint or plumbing,
polychlorinated  biphenyls,  radioactive  material  or radon;  and (C) any other
substance, material, pollutant, contaminant or waste that is regulated under any
Environmental Law.

     (l) Taxes.

     (i) the Company and each of its Subsidiaries have filed all Tax Returns (as
defined below) which are required by all applicable laws to be filed by them and
such Tax Returns were  complete and correct in all material  respects,  and have
paid, or made adequate  provision on the  financial  statements  included in the
Company  Reports for the payment of, all material Taxes (as defined below) which
have or may become due and  payable  pursuant  to said Tax Returns and all other
Taxes  imposed to date other than those Taxes being  contested in good faith and
for which  adequate  provision  has been made on the most recent  balance  sheet
included in the Company Reports;

     (ii) all Taxes which the Company and its  Subsidiaries  are required by law
to withhold and collect have been duly  withheld  and  collected,  and have been
paid over,  in a timely  manner,  to the proper Taxing  Authorities  (as defined
below) to the extent due and payable;

     (iii)  neither the Company nor any of its  Subsidiaries  has  executed  any
waiver to extend,  or  otherwise  taken or failed to take any action  that would
have the effect of extending,  the applicable  statute of limitations in respect
of any Tax  liabilities  of the  Company  or its  Subsidiaries  for the  taxable
periods prior to and including the most recent taxable period;

     (iv) the  Company  (A) has never  been a member of any  consolidated  group
(other than with its Subsidiaries)  for Tax purposes;  (B) is not a party to any
tax sharing agreement or arrangement (other than with its current Subsidiaries);
and (C) is not liable or potentially  liable for Taxes imposed in respect of any
other Person (other than its current Subsidiaries);

     (v) no material  liens for Taxes exist with respect to any of the assets or
properties of the Company or its  Subsidiaries,  except for statutory  liens for
Taxes not yet due or payable or that are being contested in good faith;

     (vi) all of the Tax  Returns  filed by or on behalf of each of the  Company
and its  Subsidiaries  have,  with the  exception  of the 1998 Tax Return,  been
examined by and settled with the appropriate  Taxing  Authorities or the statute
of limitations  with respect to the relevant Tax liability has expired,  for all
taxable periods through and including the period ending on the date on which the
Effective Time occurs;

     (ix) all  Taxes  due with  respect  to any  completed  and  settled  audit,
examination or deficiency litigation with any Taxing Authority have been paid in
full;
     (x)  there is no  audit,  examination,  deficiency,  or  refund  litigation
pending  with  respect to any Taxes and  during  the past three  years no Taxing
Authority  has  given  written  notice  of  the   commencement   of  any  audit,
examination, deficiency or refund litigation, with respect to any Taxes; and

     (xi) the Company is not bound by any currently  effective  private  ruling,
closing agreement or similar agreement with any Taxing Authority with respect to
any material amount of Tax.

     As used in this Agreement, (i) the term "Tax" (including,  with correlative
meaning,  the term  "Taxes")  shall mean,  with  respect to any Person,  (a) all
taxes, domestic or foreign,  including without limitation any income (net, gross
or other,  including recapture of any tax items such as investment tax credits),
alternative or add-on minimum tax, gross income,  gross receipts,  gains, sales,
use, leasing, lease, user, ad valorem, transfer, recording,  franchise, profits,
property (real or personal, tangible or intangible),  fuel, license, withholding
on amounts paid to or by such Person, payroll, employment,  unemployment, social
security,  excise,  severance,  stamp,  occupation,  premium,  environmental  or
windfall  profit tax,  custom,  duty or other tax, or other like  assessment  or
charge of any kind whatsoever,  together with any interest, levies, assessments,
charges, penalties, additions to tax or additional amounts imposed by any Taxing
Authority,  (b) any joint or several  liability  of such  Person  with any other
Person for the  payment  of any  amounts  of the type  described  in (a) of this
definition,  and (c) any liability of such Person for the payment of any amounts
of the type described in (a) as a result of any express or implied obligation to
indemnify  any  other  Person;  (ii) the term  "Tax  Return(s)"  shall  mean all
returns,  consolidated or otherwise (including,  without limitation,  estimates,
elections  and  informational  returns),  required  to be filed  with any Taxing
Authority;  and (iii)  the term  "Taxing  Authority"  shall  mean any  authority
responsible for the imposition or collection of any Tax.

     (m) Labor  Matters.  Neither the Company nor any of its  Subsidiaries  is a
party to or otherwise bound by any collective bargaining agreement,  contract or
other  agreement  or  understanding  with a labor  union or labor  organization.
Neither the Company nor any of its  Subsidiaries  is the subject of any material
proceeding  asserting that the Company or any of its  Subsidiaries has committed
an unfair  labor  practice or is seeking to compel it to bargain  with any labor
union or labor  organization  nor is there  pending or, to the  knowledge of the
officers of the Company, threatened, nor has there been for the past five years,
any labor  strike,  dispute,  walk-out,  work  stoppage,  slow-down  or  lockout
involving  the  Company  or any of its  Subsidiaries.  The  Company  shall  make
available to Parent by 1:00 p.m.  (Oslo,  Norway time) on March 27, 1999 correct
and complete copies of all labor and collective bargaining agreements, Contracts
or other agreements or understandings  with a labor union or labor  organization
to which the Company or any of its Subsidiaries is party or by which any of them
are  otherwise  bound  (collectively,   the  "Company  Labor  Agreements").  The
consummation of the Amalgamation and the other transactions contemplated by this
Agreement  will not entitle any third party  (including any labor union or labor
organization) to any payments under any of the Company Labor Agreements.

     (n) Insurance. All material fire and casualty, general liability,  business
interruption,  product  liability,  sprinkler and water damage,  protection  and
indemnity,  hull and  machinery  and any  shipping  related  insurance  policies
maintained  by the  Company  or any of its  Subsidiaries  are and have been with
reputable  insurance  carriers,  provide  and have  provided  full and  adequate
coverage  for all normal  risks  incident to the business of the Company and its
Subsidiaries and their respective  properties and assets,  and are and have been
in character and amount at least  equivalent to that carried by persons  engaged
in similar  businesses  and  subject to the same or similar  perils or  hazards,
except for any such failures to maintain insurance  policies that,  individually
or in the  aggregate,  are not  reasonably  likely  to have a  Company  Material
Adverse Effect.
     (o) Intellectual Property.

     (i) The  Company  and each of its  Subsidiaries  owns,  or is  licensed  or
otherwise possesses legally  enforceable rights to use all patents,  trademarks,
trade  names,  service  marks,   copyrights,   and  any  applications  therefor,
technology,  know-how, computer software programs or applications,  and tangible
or intangible proprietary information or materials that are used in the business
of the Company and its Subsidiaries as currently conducted,  except for any such
failures to own, be licensed or possess that,  individually or in the aggregate,
are not reasonably likely to have a Company Material Adverse Effect,  and to the
knowledge of the officers of the Company all patents,  trademarks,  trade names,
service marks and  copyrights  held by the Company and/or its  Subsidiaries  are
valid and subsisting.

     (ii) Except as disclosed in Company  Reports filed prior to the date hereof
or as is not reasonably likely to have a Company Material Adverse Effect:

     (A) the  Company is not,  nor will it be as a result of the  execution  and
delivery of this Agreement or the performance of its obligations  hereunder,  in
violation of any  licenses,  sublicenses  and other  agreements  as to which the
Company is a party and  pursuant to which the Company is  authorized  to use any
third-party patents,  trademarks,  service marks,  copyrights,  trade secrets or
computer software (collectively, "Third-Party Intellectual Property Rights");

     (B) no claims with  respect to (I) the  patents,  registered  and  material
unregistered trademarks and service marks,  registered copyrights,  trade names,
and any applications  therefor,  trade secrets or computer software owned by the
Company or any of its  Subsidiaries  (collectively,  the  "Company  Intellectual
Property  Rights");   or  (II) Third-Party   Intellectual  Property  Rights  are
currently  pending or, to the  knowledge  of the  officers of the  Company,  are
threatened by any Person;

     (C) the  officers of the  Company do not know of any valid  grounds for any
bona fide claims (I) to the effect that the manufacture,  sale, licensing or use
of any  product as now used,  sold or  licensed  or  proposed  for use,  sale or
license by the Company or any of its  Subsidiaries,  infringes on any copyright,
patent, trademark,  service mark or trade secret of any Person; (II) against the
use by the  Company  or any of its  Subsidiaries,  of any  Company  Intellectual
Property Right or Third-Party  Intellectual  Property Right used in the business
of the Company or any of its Subsidiaries as currently  conducted or as proposed
to be conducted; (III) challenging the ownership,  validity or enforceability of
any of the Company Intellectual Property Rights; or (IV) challenging the license
or legally  enforceable right to use of the Third-Party  Intellectual  Rights by
the Company or any of its Subsidiaries; and

     (D)  to  the  knowledge  of  the  officers  of  the  Company,  there  is no
unauthorized  use,  infringement  or  misappropriation  of any  of  the  Company
Intellectual  Property  Rights by any third  party,  including  any  employee or
former employee of the Company or any of its Subsidiaries.

     (p) Contracts.

     (i) Schedule 5.1(p) sets forth the following Contracts to which the Company
or any of its Subsidiaries is a party on the date hereof:

     (A) any Contract the performance of which involved aggregate  consideration
in excess of $250,000 and which agreement is not  cancellable,  without penalty,
by the Company on not more than ninety (90) days' notice;

     (B) any collective bargaining agreement;

     (C) any senior executive employment agreement;

     (D) any agreement  which relates to indebtedness in excess of $250,000 owed
by the Company or any of its Subsidiaries, or the guarantee thereof;

     (E)  all  broker,  distributor,   dealer,  manufacturer's   representative,
franchise,  agency, sales promotion,  market research,  marketing consulting and
advertising Contracts the performance of which involved aggregate  consideration
in excess of $250,000;

     (F)  all  Contracts  with  independent  contractors  or  consultants,   the
performance of which involved aggregate  consideration in excess of $250,000 and
which are not  cancellable  without  penalty or further payment and without more
than 30 days' notice;

     (G) all material Contracts with any Governmental Entity;

     (H) all Contracts that limit or purport to limit the ability of the Company
or any of its Subsidiaries to compete in any line of business or with any Person
or in any geographic area or during any period of time;

     (I) any Contract constituting or creating a pooling arrangement,  including
a list of the Vessels that are subject thereto; and

     (J)  any  other  Contracts  which  are  material  to the  Company  and  its
Subsidiaries, taken as a whole.

     (ii) The Company shall provide to Parent by 1:00 p.m.  (Oslo,  Norway time)
on March  27,  1999 a  correct  and  complete  copy of each  Contract  listed in
Schedule 5.1(p),  together with any and all amendments or modifications thereto.
Each Contract listed in Schedule 5.1(p) is valid, binding,  enforceable,  and in
full force and effect,  the  Company is not in breach or default  under any such
Contract and no event has  occurred  which,  with or without  notice or lapse of
time or both,  would  constitute  a breach or  default,  or permit  termination,
modification,  or acceleration,  under such Contract, except for such exceptions
(i) as are not reasonably  likely, in the aggregate,  to have a Company Material
Adverse Effect;  (ii) resulting  directly from a decrease in the market value of
any  vessel  due to a change  in  market  conditions  specific  to the  shipping
industry  or (iii) due to a "change in control"  clause or a clause  relating to
continued  listing on the OSE, in each case,  contained  in any  Contract of the
Company related to indebtedness.

     (q) Vessels.  Schedule 5.1(q) of the Company Disclosure Schedule sets forth
a list of all vessels used by the Company or its Subsidiaries in connection with
their business (the "Vessels").

     (r) Disclosure of Information. The Company has disclosed, or shall disclose
by 1:00 p.m.  (Oslo,  Norway time) on March 27, 1999, to Parent all  information
material to this Agreement or the transactions contemplated hereunder.

     (s) Year 2000  Compliance  Plan. The Company has conducted a review of each
System used in the conduct of its business and  operations to determine  whether
such System is Year 2000 Compliant,  and is currently  implementing a compliance
plan that is intended to result in each System being Year 2000  Compliant in all
material  respects no later than  December  31,  1999.  Each action to have been
taken prior to the date hereof under such plan has been substantially  completed
and as of the date  hereof the  Company  has no  knowledge  indicating  that any
action to be taken  under such plan  after the date  hereof  will be  materially
delayed or will fail to accomplish  its purpose under the plan.  "System"  shall
mean  software,  hardware,  computers and devices with embedded  electronics.  A
System is "Year 2000 Compliant" only if (a) it accurately processes,  stores and
displays, in an unambiguous manner, date data, including calculating, comparing,
and sequencing dates correctly and without  interruption,  both before,  during,
and after the year 2000; (b) it correctly  interpolates  and exchanges date data
with any other System that  conforms to clause (a);  and (c) the  specifications
and   instructions   associated   with  such  System   contain  no   information
contradicting clause (a) or (b).

     (t)  Assets.  Either the Company or its  Subsidiaries,  as the case may be,
owns,  leases  or has the  legal  right  to use all the  properties  and  assets
necessary to be used in the conduct of their business in substantially  the same
manner as  conducted  prior to the date hereof (all such  properties  and assets
being the "Assets"). Either the Company or its Subsidiaries, as the case may be,
has good and marketable title to, or, in the case of leased or subleased Assets,
valid and subsisting  leasehold  interests in, all the Assets, free and clear of
any lien, pledge, security interest, claim or other encumbrance.

     (u) Brokers  and  Finders.  Neither  the  Company nor any of its  officers,
directors  or  employees  has  employed  any  broker or finder or  incurred  any
liability for any brokerage  fees,  commissions  or finders,  fees in connection
with the Amalgamation or the other  transactions  contemplated in this Agreement
except that the  Company  has  employed  Warburg  Dillon  Reed as its  financial
advisor,  the arrangements with which have been disclosed to Parent prior to the
date hereof.

     5.2.  Representations and Warranties of Parent and Amalgamation Sub. Except
as set forth in the  corresponding  sections or  subsections  of the  disclosure
schedule  delivered  to the  Company  by Parent on or prior to 1:00 p.m.  (Oslo,
Norway time) on March 27, 1999 (the "Parent  Disclosure  Schedule"),  Parent and
Amalgamation Sub each hereby represent and warrant to the Company that:

     (a)  Capitalization  of Amalgamation  Sub. The authorized  capital stock of
Amalgamation  Sub consists of 5,000 shares of Common  Stock,  without par value,
all of  which  are  validly  issued  and  outstanding.  All of  the  issued  and
outstanding capital stock of Amalgamation Sub is, and at the Effective Time will
be,  owned by Parent,  and there are  (i) no  other  shares of capital  stock or
voting  securities of Amalgamation  Sub, (ii) no  securities of Amalgamation Sub
convertible  into  or  exchangeable  for  shares  of  capital  stock  or  voting
securities of Amalgamation  Sub and (iii) no  options or other rights to acquire
from  Amalgamation  Sub, and no obligations of  Amalgamation  Sub to issue,  any
capital stock, voting securities or securities  convertible into or exchangeable
for capital stock or voting securities of Amalgamation Sub. Amalgamation Sub has
not conducted any business prior to the date hereof and has no, and prior to the
Effective  Time will have no,  assets,  liabilities or obligations of any nature
other than those  incident to its formation  and pursuant to this  Agreement and
the Amalgamation and the other transactions contemplated by this Agreement.

     (b)  Organization,  Good  Standing  and  Qualification.  Each of Parent and
Amalgamation Sub is duly organized,  validly existing and in good standing under
the laws of its respective  jurisdiction of  organization  and has all requisite
corporate or similar power and authority to own and operate its  properties  and
assets and to carry on its business as presently  conducted  and is qualified to
do  business  and  is  in  good  standing  as  a  foreign  corporation  in  each
jurisdiction  where the  ownership or operation of its  properties or conduct of
its  business  requires  such  qualification,  except where the failure to be so
qualified  or in such good  standing,  when taken  together  with all other such
failures,  is not reasonably likely to have a Parent Material Adverse Effect (as
defined below).  Each of Parent and Amalgamation Sub shall make available to the
Company,  by 1:00 p.m.  (Oslo,  Norway  time) on March 27,  1999, a complete and
correct copy of their respective Organizational Documents.

     As used in this Agreement,  the term "Parent Material Adverse Effect" means
a material  adverse effect on the financial  condition,  properties,  prospects,
business or results of operations of the Parent and its Subsidiaries  taken as a
whole.

     (c) Capital  Structure.  The authorized capital stock of Parent consists of
125,000,000  shares of Parent  Common  Stock,  of which  31,648,317  shares were
outstanding as of the close of business on March 19, 1999, and 25,000,000 shares
of Preferred Stock par value $1.00 per share (the "Parent Preferred Shares"), of
which no shares were  outstanding as of the close of business on March 19, 1999.
All of the outstanding Parent Common Stock and Parent Preferred Shares have been
duly authorized and are validly issued, fully paid and nonassessable. Parent has
no Parent Common Stock or Parent Preferred Shares reserved for issuance,  except
that, as of March 19, 1999,  there were 3,948,571  shares of Parent Common Stock
reserved for issuance  pursuant to the Teekay  Shipping  Corporation  1995 Stock
Option Plan (the "Parent Stock Plan"). Each of the outstanding shares of capital
stock of each of Parent's Subsidiaries is duly authorized, validly issued, fully
paid and nonassessable and owned by a direct or indirect wholly-owned subsidiary
of Parent, free and clear of any lien, pledge, security interest, claim or other
encumbrance.  Except  as set  forth  above,  there  are no  preemptive  or other
outstanding rights,  options,  warrants,  conversion rights,  stock appreciation
rights,  redemption  rights,  repurchase  rights,  agreements,  arrangements  or
commitments to issue or to sell any shares of capital stock or other  securities
of  Parent  or  any  of  its  Subsidiaries  or  any  securities  or  obligations
convertible  or  exchangeable  into or  exercisable  for, or giving any Person a
right to subscribe for or acquire,  any  securities of the Company or any of its
Subsidiaries,  and no  securities  or  obligation  evidencing  such  rights  are
authorized,  issued or outstanding.  Parent does not have outstanding any bonds,
debentures,  notes or other  obligations  the holders of which have the right to
vote (or  convertible  into or exercisable  for  securities  having the right to
vote) with the stockholders of Parent on any matter.

     (d) Corporate Authority.

     (i) No vote of holders of capital  stock of Parent is  necessary to approve
this  Agreement and the  Amalgamation  and the other  transactions  contemplated
hereby.  Each of the Parent and  Amalgamation  Sub has all  requisite  corporate
power and  authority and has taken all  corporate  action  necessary in order to
execute,  deliver  and  perform  its  obligations  under this  Agreement  and to
consummate the Amalgamation.  This Agreement is a valid and binding agreement of
Parent and Amalgamation Sub, enforceable against each of Parent and Amalgamation
Sub in  accordance  with  its  terms,  subject  to  the  Bankruptcy  and  Equity
Exception.

     (ii) Prior to the  Effective  Time,  Parent  will have taken all  necessary
action  to permit it to issue  the  number  of  shares  of Parent  Common  Stock
required  to be issued  pursuant to Article IV. The Parent  Common  Stock,  when
issued, will be validly issued, fully paid and nonassessable, and no stockholder
of Parent will have any preemptive  right of subscription or purchase in respect
thereof.

     (e) Governmental Filings; No Violations.

     (i) Other than the filings  and/or notices (A) pursuant to Section 1.3, and
(B)  required  to be made with the New York Stock  Exchange,  Inc.,  no notices,
reports or other filings are required to be made by Parent or  Amalgamation  Sub
with, nor are any consents, registrations,  approvals, permits or authorizations
required to be obtained by Parent or  Amalgamation  Sub from,  any  Governmental
Entity,  in  connection  with the  execution  and delivery of this  Agreement by
Parent and  Amalgamation Sub and the consummation by Parent and Amalgamation Sub
of the Amalgamation and the other transactions contemplated hereby, except those
that the failure to make or obtain are not,  individually  or in the  aggregate,
reasonably  likely  to  have  a  Parent  Material  Adverse  Effect  or  prevent,
materially delay or materially  impair the ability of Parent or Amalgamation Sub
to consummate the transactions contemplated by this Agreement.

     (ii) The  execution,  delivery and  performance of this Agreement by Parent
and Amalgamation Sub do not, and the consummation by Parent and Amalgamation Sub
of the Amalgamation  and the other  transactions  contemplated  hereby will not,
constitute  or result in (A) a breach or violation of, or a default  under,  the
Organizational  Documents of Parent and Amalgamation  Sub or the  Organizational
Documents of any of Parent's  Subsidiaries,  (B) a breach or violation  of, or a
default under, or the acceleration of any obligations  under, or the termination
of, or the loss of a material benefit under, or the creation of a lien,  pledge,
security  interest,  third party right,  or other  encumbrance  on the assets of
Parent or any of its  Subsidiaries  (with or  without  notice,  lapse of time or
both) pursuant to, any Contracts  binding upon Parent or any of its Subsidiaries
or  any  of  their   respective   assets,   or  any  Law  or   governmental   or
non-governmental permit or license to which Parent or any of its Subsidiaries is
subject or (C) any change in the rights or obligations of any party under any of
the  Contracts,  except,  in the case of  clause (B)  or (C) above,  for breach,
violation,  default,  acceleration,   termination,   creation  or  change  that,
individually  or in the  aggregate,  is not  reasonably  likely to have a Parent
Material Adverse Effect or prevent,  materially  delay or materially  impair the
ability  of  Parent  or   Amalgamation   Sub  to  consummate  the   transactions
contemplated by this Agreement.

     (f) Parent  Reports;  Financial  Statements.  Parent has  delivered  to the
Company each  registration  statement,  report,  proxy  statement or information
statement prepared by it since March 31, 1998 (the "Parent Audit Date"), each in
the form (including exhibits, annexes and any amendments thereto) filed with the
Securities Exchange Commission ("SEC") (collectively, including any such reports
filed  subsequent  to the  date  hereof,  the  "Parent  Reports").  As of  their
respective  dates, the Parent Reports did not, and any Parent Reports filed with
the SEC subsequent to the date hereof will not,  contain any untrue statement of
a material fact or omit to state a material  fact required to be stated  therein
or necessary to make the statements made therein,  in light of the circumstances
in which they were made, not misleading. Each of the consolidated balance sheets
included in or incorporated by reference into the Parent Reports  (including the
related notes and schedules) fairly presents, or, in the case of Company Reports
filed with the SEC  subsequent  to the date hereof,  shall fairly  present,  the
consolidated  financial  position of Parent and its  Subsidiaries as of its date
and each of the  consolidated  statements  of income and of changes in financial
position  included  in or  incorporated  by  reference  into the Parent  Reports
(including any related notes and schedules) fairly presents,  or, in the case of
Company  Reports filed with the SEC subsequent to the date hereof,  shall fairly
present,  the results of operations,  retained earnings and changes in financial
position, as the case may be, of Parent and its Subsidiaries for the periods set
forth therein (subject, in the case of unaudited statements, to notes and normal
year-end audit  adjustments  that will not be material in amount or effect),  in
each case in  accordance  with U.S.  generally  accepted  accounting  principles
consistently  applied  during  the  periods  involved,  except  as may be  noted
therein.

     (g) Absence of Certain  Changes.  Except as disclosed in the Parent Reports
filed prior to the date  hereof,  since the Parent  Audit  Date,  Parent and its
Subsidiaries  have conducted their  respective  businesses only in, and have not
engaged in any material  transaction  other than  according to, the ordinary and
usual  course of such  businesses  and there has not been (i) any  change in the
financial condition, properties, prospects, business or results of operations of
Parent and its Subsidiaries or any development or combination of developments of
which management of Parent has knowledge that, individually or in the aggregate,
has had or is reasonably  likely to result in a Parent Material  Adverse Effect,
other than any decrease in the market asset value of any vessels  resulting from
a change  in market  conditions  specific  to the  shipping  industry;  (ii) any
material damage, destruction or other casualty loss with respect to any material
asset or  property  owned,  leased  or  otherwise  used by  Parent or any of its
Subsidiaries, whether or not covered by insurance; (iii) any change by Parent in
accounting  principles,  practices or methods; or (iv) any declaration,  setting
aside or payment of any dividend or other distribution in respect of the capital
stock of Parent,  except for  dividends  or other  distributions  on its capital
stock publicly announced prior to the date hereof.

     (h) Litigation and  Liabilities.  Except as disclosed in the Parent Reports
filed  prior  to  the  date  hereof,   there  are  no  (i) civil,   criminal  or
administrative actions, suits, claims,  hearings,  investigations or proceedings
pending  or, to the  knowledge  of the  officers of Parent,  threatened  against
Parent or any of its Affiliates or (ii) obligations  or liabilities,  whether or
not accrued, contingent or otherwise and whether or not required to be disclosed
or any other  facts or  circumstances  of which  the  officers  of  Parent  have
knowledge that could result in any claims against, or obligations or liabilities
of, Parent or any of its Affiliates, except for those that are not, individually
or in the aggregate,  reasonably likely to have a Parent Material Adverse Effect
or prevent or materially  burden or  materially  impair the ability of Parent or
Amalgamation Sub to consummate the transactions contemplated by this Agreement.

     (i)  Compliance  with  Laws;  Permits.  Except as set  forth in the  Parent
Reports filed prior to the date hereof, the businesses of each of the Parent and
its Subsidiaries have not been, and are not being, conducted in violation of any
Law, except for violations or possible  violations that,  individually or in the
aggregate, are not reasonably likely to have a Parent Material Adverse Effect or
prevent or materially  burden or materially  impair the ability of the Parent to
consummate the transactions contemplated by this Agreement.  Except as set forth
in the Parent Reports filed prior to the date hereof, no investigation or review
by any Governmental  Entity with respect to Parent or any of its Subsidiaries is
pending or, to the knowledge of the officers of the Parent,  threatened, nor has
any Governmental  Entity indicated an intention to conduct the same,  except for
those the outcome of which are not, individually or in the aggregate, reasonably
likely to have a Parent Material Adverse Effect or prevent or materially  burden
or  materially  impair the  ability  of Parent to  consummate  the  transactions
contemplated by this Agreement.  To the knowledge of the officers of Parent,  no
material change is required in Parent's or any of its  Subsidiaries'  processes,
properties or procedures  in connection  with any such Laws,  and Parent has not
received any notice or communication of any material noncompliance with any such
Laws that has not been cured as of the date hereof.  Parent and its Subsidiaries
each has all permits, licenses,  franchises,  variances,  exemptions, orders and
other governmental  authorizations,  consents and approvals necessary to conduct
its business as presently  conducted  except those the absence of which are not,
individually  or in the aggregate,  reasonably  likely to have a Parent Material
Adverse Effect or prevent or materially  burden or materially impair the ability
of Parent to consummate the Amalgamation and the other transactions contemplated
by this Agreement.

     (j) Environmental Matters.  Except as disclosed in the Parent Reports prior
to the date hereof or except as would not have a Parent Material Adverse Effect:
(i) Parent and its  Subsidiaries  have complied in all material  respects at all
times with all applicable  Environmental  Laws; (ii) no property currently owned
or operated by Parent or any of its Subsidiaries (including soils,  groundwater,
surface water, buildings or other structures) is contaminated with any Hazardous
Substance;  (iii) no property formerly owned or operated by Parent or any of its
Subsidiaries  was contaminated  with any Hazardous  Substance during or prior to
such  period of  ownership  or  operation;  (iv)  neither  Parent nor any of its
Subsidiaries  is subject to liability  for any Hazardous  Substance  disposal or
contamination  on any third party  property;  (v) neither  Parent nor any of its
Subsidiaries  has been  associated  with any release or threat of release of any
Hazardous  Substance;  (vi)  neither  Parent  nor  any of its  Subsidiaries  has
received any notice,  demand,  letter, claim or request for information alleging
that  Parent or any of its  Subsidiaries  may be in  violation  of or subject to
liability  under any  Environmental  Law;  (vii)  neither  Parent nor any of its
Subsidiaries is subject to any order,  decree,  injunction or other  arrangement
with any Governmental  Entity or any indemnity or other agreement with any third
party relating to liability under any Environmental Law or relating to Hazardous
Substances;  (viii) there are no other  circumstances  or  conditions  involving
Parent or any of its Subsidiaries that could reasonably be expected to result in
any  material  claim,  liability,  investigation,  cost  or  restriction  on the
ownership,  use, or transfer of any property pursuant to any Environmental  Law;
and (ix) Parent shall deliver to the Company by 1:00 p.m. (Oslo, Norway time) on
March  27,  1999  copies of all  environmental  reports,  studies,  assessments,
sampling data and other environmental  information in its possession relating to
Parent or its Subsidiaries or their respective  current and former properties or
operations,  other  than  those  environmental  reports,  studies,  assessments,
sampling data and other  environmental  information that indicate or delineate a
situation  or event  that is not  reasonably  likely  to have a Parent  Material
Adverse Effect.

     (k) Insurance. All material fire and casualty, general liability,  business
interruption,  product  liability,  sprinkler and water damage,  protection  and
indemnity,  hull and  machinery  and any  shipping  related  insurance  policies
maintained by Parent or any of its Subsidiaries are and have been with reputable
insurance carriers, provide and have provided full and adequate coverage for all
normal risks incident to the business of Parent and its  Subsidiaries  and their
respective  properties and assets, and are and have been in character and amount
at least equivalent to that carried by persons engaged in similar businesses and
subject to the same or similar  perils or hazards,  except for any such failures
to maintain insurance policies that,  individually or in the aggregate,  are not
reasonably likely to have a Parent Material Adverse Effect.

     (l) Vessels. Schedule 5.2(l) of the Parent Disclosure Schedule sets forth a
list of all vessels used by Parent or its  Subsidiaries in connection with their
business (the "Vessels").

     (m) Disclosure of Information.  Parent has disclosed,  or shall disclose by
1:00 p.m. (Oslo,  Norway time) on March 27, 1999, to the Company all information
material to this Agreement or the transactions contemplated hereunder.

     (n) Year 2000 Compliance Plan. Parent has conducted a review of each System
used in the conduct of its business  and  operations  to determine  whether such
System is Year 2000 Compliant,  and is currently  implementing a compliance plan
that is  intended  to result in each  System  being Year 2000  Compliant  in all
material  respects no later than  December  31,  1999.  Each action to have been
taken prior to the date hereof under such plan has been substantially  completed
and as of the date hereof Parent has no knowledge  indicating that any action to
be taken  under such plan after the date hereof  will be  materially  delayed or
will fail to accomplish its purpose under the plan.

     (o) Assets.  Either Parent or its  Subsidiaries,  as the case may be, owns,
leases or has the legal right to use all the properties and assets  necessary to
be used in the  conduct of their  business in  substantially  the same manner as
conducted  prior to the date hereof (all such  properties  and assets  being the
"Assets").  Either Parent or its Subsidiaries,  as the case may be, has good and
marketable  title to, or, in the case of leased or subleased  Assets,  valid and
subsisting  leasehold  interests in, all the Assets, free and clear of any lien,
pledge, security interest, claim or other encumbrance.

     (p) Brokers and Finders. Neither Parent nor any of its officers,  directors
or employees has employed any broker or finder or incurred any liability for any
brokerage fees, commissions or finders, fees in connection with the Amalgamation
or the other transactions contemplated by this Agreement, except that Parent has
employed Goldman,  Sachs & Co. as its financial  advisor,  the arrangements with
which have been disclosed in writing to the Company prior to the date hereof.

     (q)  Available  Funds.  Parent has or will have  available  to it all funds
necessary to satisfy all of its obligations hereunder and in connection with the
Amalgamation and the other transactions contemplated by this Agreement.


                                                ARTICLE VI

                                                Covenants

     6.1. Interim Operations.  The Company covenants and agrees as to itself and
its  Subsidiaries  that,  after the date hereof and prior to the Effective  Time
(unless  Parent  shall  otherwise  approve  in writing  and except as  otherwise
expressly  contemplated by this Agreement),  the business of the Company and its
Subsidiaries  shall be  conducted  in the  ordinary and usual course and, to the
extent consistent  therewith,  the Company and its Subsidiaries  shall use their
respective  reasonable best efforts to preserve its business organization intact
and maintain its existing  relations  and goodwill  with  customers,  suppliers,
distributors,  creditors,  lessors,  employees and business associates.  Without
limiting the generality of the foregoing,  from the date hereof to the Effective
Time except as set forth in the Company Disclosure Schedule (unless Parent shall
otherwise approve in writing and except as otherwise  expressly  contemplated by
this Agreement):

     (a) the Company  shall not, and shall cause its  Subsidiaries  not to enter
into, terminate, or materially extend or modify any material Contract; provided,
further,  that neither the Company nor any of its Subsidiaries  shall enter into
(i) any time charters or bareboat charters having a term of more than sixty days
but equal to or less than 12 months without first consulting with Parent or (ii)
any time  charters  or bareboat  charters  having a term of more than 12 months,
consecutive voyage  arrangements or pooling  arrangements,  in each case in this
clause (ii),  without the prior express written consent of Parent,  such consent
not to be unreasonably withheld;

     (b) the Company shall not (i) issue, sell,  pledge,  dispose of or encumber
any  capital  stock  owned  by it in  any of its  Subsidiaries;  (ii) amend  its
Organizational  Documents;  (iii) split,  combine or reclassify its  outstanding
shares of capital stock; (iv) declare,  set aside or pay any dividend payable in
cash,  stock or property in respect of any  capital  stock other than  dividends
from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem
or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise
acquire,  any shares of its capital stock or any securities  convertible into or
exchangeable or exercisable for any shares of its capital stock;

     (c) neither the Company nor any of its Subsidiaries shall (i) issue,  sell,
pledge,  dispose of or encumber any shares of, or securities convertible into or
exchangeable or exercisable  for, or options,  warrants,  calls,  commitments or
rights of any kind to acquire,  any shares of its capital  stock of any class or
any other property or assets;  (ii) transfer,  lease, license,  guarantee, sell,
mortgage, pledge, dispose of or encumber any other property or assets (including
capital  stock  of any of its  Subsidiaries)  or incur or  modify  any  material
indebtedness  or other  liability;  (iii) make  or  authorize  or commit for any
capital   expenditures  in  amounts  greater  than  $100,000   individually  and
$1,000,000 in the aggregate,  other than such capital expenditures made pursuant
to  new  building  contracts,   drydocking   arrangements  or  Vessel  upgrading
arrangements,  in  each  case,  existing  on the  date  of  this  Agreement  and
explicitly  disclosed in the Company's 1999 budget  delivered to Parent on March
26, 1999;  or (iv) by any means,  make any  acquisition  of, or  investment  in,
assets or stock of any other Person or entity;

     (d)  neither  the  Company  nor any of its  Subsidiaries  shall  terminate,
establish,  adopt,  enter into,  make any new grants or awards  under,  amend or
otherwise  modify,  any  Compensation  and Benefit Plans or increase the salary,
wage, bonus or other compensation of any employees;

     (e)  neither  the  Company  nor any of its  Subsidiaries  shall  settle  or
compromise any material  claims or litigation or modify,  amend or terminate any
of its  material  Contracts or waive,  release or assign any material  rights or
claims;

     (f)  neither the  Company  nor any of its  Subsidiaries  shall make any Tax
election or otherwise  alter any Tax or  accounting  practice or  procedure,  or
permit any insurance policy naming it as a beneficiary or loss-payable  payee to
be canceled or terminated;

     (g) neither the Company nor any of its  Subsidiaries  shall take any action
or omit to take any  action  that  would  cause any of its  representations  and
warranties herein to become untrue in any material respect; and

     (h)  neither the Company nor any of its  Subsidiaries  shall  authorize  or
enter into an agreement to do any of the foregoing.

     6.2. Acquisition  Proposals.  The Company agrees that neither it nor any of
its  Subsidiaries  nor any of its or their  respective  officers  and  directors
shall,  and that the Company  shall direct and use its best efforts to cause its
and its  Subsidiaries'  employees,  agents and  representatives  (including  any
investment  banker,  attorney  or  accountant  retained  by it  or  any  of  its
Subsidiaries) (such officers,  directors,  employees, agents and representatives
sometimes collectively referred to herein as "Representatives") not to, directly
or  indirectly,   initiate,  solicit,  encourage  or  otherwise  facilitate  any
inquiries   or  the  making  of  any  proposal  or  offer  with  respect  to  an
amalgamation,   reorganization,   share  exchange,   consolidation   or  similar
transaction  involving,  or any  purchase  of,  5% or more of the  assets or any
equity  securities of, the Company or any of its Subsidiaries (any such proposal
or offer  being  hereinafter  referred  to as an  "Acquisition  Proposal").  The
Company  further agrees that neither it nor any of its  Subsidiaries  nor any of
their respective officers and directors shall, and that the Company shall direct
and  cause  its and its  Subsidiaries'  employees,  agents  and  representatives
(including any investment banker,  attorney or accountant  retained by it or any
of its Subsidiaries) not to, directly or indirectly,  engage in any negotiations
concerning,  or provide  any  confidential  information  or data to, or have any
discussions with, any Person relating to, an Acquisition Proposal,  whether made
before or after the date of this Agreement,  or otherwise  facilitate any effort
or attempt to make or implement an Acquisition Proposal; provided, however, that
nothing  contained in this  Agreement  shall prevent the Company or its Board of
Directors from (A) providing  information in response to a request therefor by a
Person who has made an unsolicited bona fide written Acquisition Proposal if the
Board of Directors  receives from the Person so requesting  such  information an
executed confidentiality agreement on terms equivalent to those contained in the
Confidentiality  Agreement  (as  defined in  Section 9.7);  (B) engaging  in any
negotiations  or discussions  with any Person who has made an  unsolicited  bona
fide written Acquisition  Proposal; or (C) recommending an unsolicited bona fide
written Acquisition  Proposal to the stockholders of the Company, if and only to
the extent that,  prior to taking any such action (i) in each such case referred
to in clause  (A),  (B) or  (C) above,  the Board of  Directors  of the  Company
determines  in good faith after  receipt of a written  opinion  from its outside
legal counsel  experienced in such matters under applicable Law that such action
is  necessary  in order  for its  directors  to  comply  with  their  respective
fiduciary  duties  under  applicable  Law and (ii) in  each case  referred to in
clause (B) or (C) above,  the Board of  Directors of the Company  determines  in
good faith (after consultation with its financial advisor) that such Acquisition
Proposal,  if accepted,  is  reasonably  likely to be  consummated,  taking into
account all legal,  financial  and  regulatory  aspects of the  proposal and the
Person making the proposal and would,  if  consummated,  result in a transaction
superior to the  transaction  contemplated  by this Agreement (any such superior
Acquisition  Proposal  being  referred  to  in  this  Agreement  as a  "Superior
Proposal").  The Company will  immediately  cease and cause to be terminated any
existing  activities,  discussions or  negotiations  with any parties  conducted
heretofore with respect to any of the foregoing. The Company agrees that it will
take  the  necessary  steps  to  promptly  inform  its  Representatives  of  the
obligations undertaken in this Section 6.2 and in the Confidentiality Agreement.
The Company will notify Parent  immediately  (but, in any event, no less than 24
hours  thereafter) if any  Acquisition  Proposal or inquiry  related  thereto is
received  by,  any   information  is  requested  from,  or  any  discussions  or
negotiations are sought to be initiated or continued with, the Company or any of
its Representatives relating to an Acquisition Proposal,  indicating the name of
such Person and the material  terms and conditions of any  Acquisition  Proposal
and thereafter shall keep Parent informed, on a current basis, of the status and
terms of any such Acquisition  Proposal and the status of any such  negotiations
or  discussions.  The Company  also will  promptly  request each Person that has
heretofore   executed  a  confidentiality   agreement  in  connection  with  its
consideration of an Acquisition Proposal to return all confidential  information
heretofore  furnished  to  such  Person  by or on  behalf  of it or  any  of its
Subsidiaries.

     6.3. Information Supplied. The Company and Parent each agrees, as to itself
and its Subsidiaries, that none of the information supplied or to be supplied by
it or its  Subsidiaries for inclusion or incorporation by reference in any proxy
statement or information  statement to be  disseminated  in connection  with the
transactions  contemplated by this Agreement shall contain any untrue  statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances under which they were made, not misleading.

     6.4.  Stockholders  Meeting.  The Company shall take,  in  accordance  with
applicable law and its Organizational Documents, all action necessary to convene
a meeting of holders of Shares  (the  "Stockholders  Meeting")  as  promptly  as
practicable  after  execution  of this  Agreement  to consider and vote upon the
approval of this Agreement.  Subject to fiduciary  obligations  under applicable
law, the Company's  board of directors  shall  recommend such approval and shall
take all lawful action to solicit such approval.

     6.5. Filings; Other Actions; Notification.

     (a) The  Company  shall  promptly  prepare  and file  with the  appropriate
Governmental  Entities  any  proxy  or  information  statement  as  promptly  as
practicable  after the date of this  Agreement.  The Company  shall use its best
efforts  to  have  such  proxy  or  information  statement  approved  under  the
applicable regulations as promptly as practicable,  and promptly thereafter mail
the proxy or information statement to the stockholders of the Company.

     (b) The Company  and Parent  shall  cooperate  with each other and use (and
shall cause their respective  Subsidiaries to use) their respective best efforts
to take or cause to be taken all actions, and do or cause to be done all things,
necessary,  proper or advisable on its part under this  Agreement and applicable
Laws  to  consummate  and  make  effective  the   Amalgamation   and  the  other
transactions  contemplated by this Agreement as soon as  practicable,  including
preparing and filing as promptly as  practicable  all  documentation  including,
without  limitation,  all  information  and data  required to be included in any
prospectus necessary pursuant to the rules and regulations of the OSE, to effect
all  necessary  notices,  reports and other filings and to obtain as promptly as
practicable all consents,  registrations,  approvals, permits and authorizations
necessary  or  advisable  to  be  obtained  from  any  third  party  and/or  any
Governmental  Entity in order to consummate the Amalgamation or any of the other
transactions contemplated by this Agreement;  provided, however, that nothing in
this Section 6.5 shall  require,  or be construed to require,  Parent to proffer
to, or agree to, sell or hold  separate  and agree to sell,  before or after the
Effective Time, any assets,  businesses, or interest in any assets or businesses
of Parent,  the Company or any of their respective  Affiliates (or to consent to
any  sale,  or  agreement  to  sell,  by the  Company  of any of its  assets  or
businesses) or to agree to any material changes or restriction in the operations
of any such assets or  businesses.  Subject to  applicable  laws relating to the
exchange of  information,  Parent and the Company shall have the right to review
in advance,  and to the extent  practicable  each will consult the other on, all
the information  relating to Parent or the Company,  as the case may be, and any
of their  respective  Subsidiaries,  that  appear in any filing  made  with,  or
written materials  submitted to, any third party and/or any Governmental  Entity
in connection with the Amalgamation and the other  transactions  contemplated by
this  Agreement.  In  exercising  the foregoing  right,  each of the Company and
Parent shall act reasonably and as promptly as practicable.

     (c) The Company and Parent each shall,  upon request by the other,  furnish
the other with all information  concerning itself, its Subsidiaries,  directors,
officers and stockholders and such other matters as may be reasonably  necessary
or advisable in connection with any registration  statement,  filing,  notice or
application  made  by or on  behalf  of  Parent,  the  Company  or any of  their
respective  Subsidiaries  to any third party and/or any  Governmental  Entity in
connection  with the  Amalgamation  and the  transactions  contemplated  by this
Agreement.

     (d) The Company and Parent each shall keep the other informed of the status
of matters  relating to  completion  of the  transactions  contemplated  hereby,
including  promptly  furnishing  the  other  with  copies  of  notices  or other
communications  received by Parent or the Company, as the case may be, or any of
its  Subsidiaries,  from any third  party  and/or any  Governmental  Entity with
respect to the  Amalgamation  and the other  transactions  contemplated  by this
Agreement.  The Company and Parent each shall give prompt notice to the other of
any change that is  reasonably  likely to result in a Company  Material  Adverse
Effect or Parent Material Adverse Effect, respectively.

     6.6.  Access.  Upon  reasonable  notice,  and  except as may  otherwise  be
required by applicable law, the Company shall (and shall cause its  Subsidiaries
to) afford the Parent's  officers,  employees,  counsel,  accountants  and other
authorized representatives  ("Representatives") reasonable access, during normal
business  hours  throughout  the  period  prior to the  Effective  Time,  to its
properties,  books,  contracts and records and, during such period,  the Company
shall (and shall cause its  Subsidiaries  to) furnish  promptly to the other all
information concerning its business,  properties and personnel as may reasonably
be requested,  provided  that no  investigation  pursuant to this  Section shall
affect or be deemed to modify any representation or warranty made by the Company
and  provided,  further,  that the  foregoing  shall not  require the Company to
permit any inspection,  or to disclose any  information,  that in the reasonable
judgment of the Company,  would result in the disclosure of any trade secrets of
third parties or violate any of its obligations with respect to  confidentiality
if the Company shall have used  reasonable best efforts to obtain the consent of
such third party to such inspection or disclosure.  All requests for information
made pursuant to this  Section shall be directed to an executive  officer of the
Company,  or  such  Person  as  may  be  designated  by the  Company.  All  such
information shall be governed by the terms of the Confidentiality Agreement.

     6.7.  Affiliates.  Prior to the date of the  Stockholders  Meeting,  Parent
shall  deliver to the Company a list of names and addresses of those Persons who
are, in the opinion of the Parent,  as of the time of the  Stockholders  Meeting
referred to in  Section 6.4,  "affiliates"  of the Company within the meaning of
Rule 145  under the  Securities  Act. The Company  shall  provide to Parent such
information  and  documents as Parent shall  reasonably  request for purposes of
reviewing  such list.  There shall be added to such list the names and addresses
of any other Person subsequently identified by either Parent or the Company as a
Person  who may be  deemed to be such an  affiliate  of the  Company;  provided,
however,  that no such Person identified by Parent shall be added to the list of
affiliates of the Company if Parent shall receive from the Company, on or before
the  date  of  the  Stockholders  Meeting,  an  opinion  of  counsel  reasonably
satisfactory  to Parent to the effect that such Person is not such an affiliate.
The Company shall  exercise its best efforts to deliver or cause to be delivered
to Parent, prior to the date of the Stockholders Meeting, from each affiliate of
the Company who makes a Stock Election  identified in the foregoing list (as the
same may be  supplemented  as aforesaid),  a letter dated as of the Closing Date
substantially in the form attached as Exhibit A (the "Affiliates Letter").

     6.8.  Stock  Exchange  Listing and  De-listing.  Parent  shall use its best
efforts  to  cause  the  shares  of  Parent  Common  Stock to be  issued  in the
Amalgamation  to be approved for listing on the NYSE subject to official  notice
of issuance,  prior to the Closing Date. The  Amalgamated  Company shall use its
best  efforts  to  cause  the  Shares  to be  de-listed  from the OSE as soon as
practicable following the Effective Time.

     6.9.  Publicity.  The initial  press release shall be a joint press release
and thereafter the Company and Parent each shall coordinate with each other with
respect to form and  content  prior to issuing any press  releases or  otherwise
making  public  announcements  with  respect to the  Amalgamation  and the other
transactions contemplated by this Agreement and prior to making any filings with
any  third  party  and/or  any  Governmental   Entity  (including  any  national
securities  exchange) with respect thereto,  except as may be required by law or
by obligations  pursuant to any listing  agreement with or rules of any national
securities exchange.

     6.10. Benefits.

     (a) Stock Options.

     (i) At the Effective  Time, each  outstanding  option to purchase Shares (a
"Company  Option") under the Stock Plans,  whether vested or unvested,  shall be
deemed to constitute an option to acquire,  on the same terms and  conditions as
were applicable  under such Company Option,  the same number of shares of Parent
Common  Stock as the holder of such Company  Option would have been  entitled to
receive  pursuant to the  Amalgamation  had such holder exercised such option in
full immediately  prior to the Effective Time (rounded down to the nearest whole
number),  at a price per share  (rounded up to the nearest  whole cent) equal to
(y) the aggregate exercise price for the Shares otherwise  purchasable  pursuant
to such Company Option divided by (z) the number of full shares of Parent Common
Stock deemed purchasable  pursuant to such Company Option in accordance with the
foregoing;  provided,  however,  that in the case of any Company Option to which
Section 422  of the  Internal  Revenue  Code of 1986,  as amended,  (the "Code")
applies,  the option price,  the number of shares  purchasable  pursuant to such
option  and the  terms  and  conditions  of  exercise  of such  option  shall be
determined in accordance with the foregoing,  subject to such adjustments as are
necessary in order to satisfy the requirements of Section 424(a) of the Code. At
or  prior  to  the  Effective   Time,  the  Company  shall  make  all  necessary
arrangements  with  respect to the Stock Plan to permit  the  assumption  of the
unexercised Company Options by Parent pursuant to this Section.

     (ii)  Effective  at the  Effective  Time,  Parent shall assume each Company
Option in accordance  with the terms of the Stock Plan under which it was issued
and the stock  option  agreement  by which it is  evidenced.  At or prior to the
Effective Time,  Parent shall take all corporate action necessary to reserve for
issuance a sufficient  number of shares of Parent Common Stock for delivery upon
exercise of Company Options assumed by it in accordance with this Section.

     (iii)  Parent  agrees  that,  after the  Effective  Time,  Parent shall use
reasonable  efforts to aid Company Option holders to reduce any taxes payable by
such  holders in  connection  with the  actions to be taken in  connection  with
clause (i),  provided,  however,  that such reasonable efforts shall not require
the Company or Parent to incur any expense or make any payment.

     (b) Employee Benefits.  Parent agrees that, during the period commencing at
the Effective Time and ending on the first anniversary thereof, the employees of
the Company and its  Subsidiaries  will  continue to be provided  with  benefits
under employee benefit plans (other than plans involving the issuance of Shares)
that are no less favorable in the aggregate than those currently provided by the
Company and its Subsidiaries to such employees.  Parent will cause such employee
benefit  plans to take into  account for  purposes of  eligibility,  vesting and
benefit  accrual  thereunder  service  by  employees  of  the  Company  and  its
Subsidiaries  as if such service were with Parent.  Parent  guarantees  that the
Company and its Subsidiaries shall be adequately funded to satisfy their current
contractual benefit obligations to their employees.

     (c) Election to Parent's  Board of Directors.  At the Effective Time of the
Amalgamation,  Parent shall promptly increase the size of its Board of Directors
in  order to cause  Mr. Leif  O.  Hoegh to be  appointed  to  Parent's  board of
directors and, subject to fiduciary  obligations under applicable law, shall use
its best  efforts to cause Mr.  Leif O.  Hoegh to be  elected  as a director  of
Parent  at the first  annual  meeting  of  stockholders  of Parent  with a proxy
mailing date after the Effective Time.

     6.11. Expenses. The Amalgamated Company shall pay all charges and expenses,
including  those of the Exchange  Agent,  in  connection  with the  transactions
contemplated in Article IV,  and Parent shall reimburse the Amalgamated  Company
for such charges and expenses.  Except as otherwise  provided in Section 8.5(b),
whether or not the Amalgamation is consummated,  all costs and expenses incurred
in  connection  with  this  Agreement  and  the   Amalgamation   and  the  other
transactions contemplated by this Agreement shall be paid by the party incurring
such expense.

     6.12. Indemnification.

     (a) From and after the Effective Time, Parent agrees that it will indemnify
and hold harmless  each  individual  who at the Effective  Time was a present or
former  director  or  officer of the  Company,  (when  acting in such  capacity)
determined as of the Effective  Time (the  "Indemnified  Parties"),  against any
costs or expenses  (including  reasonable  attorneys' fees),  judgments,  fines,
losses,  claims,  damages or  liabilities  (collectively,  "Costs")  incurred in
connection with any claim,  action, suit,  proceeding or investigation,  whether
civil,  criminal,  administrative  or  investigative,  arising  out  of  matters
existing or occurring at or prior to the  Effective  Time,  whether  asserted or
claimed prior to, at or after the Effective Time, to the fullest extent that the
Company  would have been  permitted  under the laws of Bermuda and the Company's
Organizational  Documents in effect on the date hereof to indemnify  such Person
(and Parent  shall also  advance  expenses  as  incurred  to the fullest  extent
permitted under applicable law provided the Person to whom expenses are advanced
provides an  undertaking  to repay such advances if it is ultimately  determined
that such Person is not entitled to  indemnification);  and  provided,  further,
that any determination  required to be made with respect to whether an officer's
or  director's  conduct  complies with the standards set forth under the laws of
Bermuda and the Company's  Organizational Documents shall be made by independent
counsel selected by the Amalgamated Company.

     (b)  Any  Indemnified   Party  wishing  to  claim   indemnification   under
paragraph (a) of  this  Section 6.13,  upon learning of any such claim,  action,
suit, proceeding or investigation,  shall promptly notify Parent thereof. In the
event of any such claim,  action,  suit,  proceeding or  investigation  (whether
arising  before or after the  Effective  Time),  (i) Parent  or the  Amalgamated
Company shall have the right to assume the defense  thereof and Parent shall not
be liable to such Indemnified Parties for any legal expenses of other counsel or
any  other  expenses  subsequently  incurred  by  such  Indemnified  Parties  in
connection with the defense thereof, (ii) the Indemnified Parties will cooperate
in the defense of any such matter and  (iii) Parent  shall not be liable for any
settlement  effected without its prior written consent;  and provided,  further,
that Parent shall not have any obligation  hereunder to any Indemnified Party if
and when a court of competent jurisdiction shall ultimately determine,  and such
determination  shall  have  become  final,  that  the  indemnification  of  such
Indemnified Party in the manner  contemplated hereby is prohibited by applicable
law.

     (c) If  the  Amalgamated  Company  or any  of  its  successors  or  assigns
(i) shall  consolidate or amalgamate with or merge into any other corporation or
entity and shall not be the  continuing  or surviving  corporation  or entity of
such  consolidation,  amalgamation  or  merger  or  (ii) shall  transfer  all or
substantially all of its properties and assets to any individual, corporation or
other entity,  then, and in each such case,  proper  provisions shall be made so
that the successors and assigns of the  Amalgamated  Company shall assume all of
the obligations set forth in this Section.

     6.13. Takeover Statute. If any Takeover Statute is or may become applicable
to the Amalgamation or the other transactions  contemplated by this Agreement or
the Stockholder/Voting  Agreements, each of Parent and the Company and its board
of directors  shall grant such  approvals and take such actions as are necessary
so that such  transactions  may be consummated as promptly as practicable on the
terms contemplated by this Agreement or by the Amalgamation and otherwise act to
eliminate  or  minimize  the  effects  of such  statute  or  regulation  on such
transactions.

     6.14.  Parent Vote. Parent shall vote (or consent with respect to) or cause
to be voted (or a consent to be given with respect to) any Shares and any shares
of  common  stock of  Amalgamation  Sub  beneficially  owned by it or any of its
Affiliates  or with respect to which it or any of its  Affiliates  has the power
(by  agreement,  proxy or  otherwise)  to cause to be  voted  (or to  provide  a
consent), in favor of the adoption and approval of this Agreement at any meeting
of stockholders of the Company or Amalgamation Sub, respectively,  at which this
Agreement  shall be submitted for adoption and approval and at all  adjournments
or  postponements  thereof (or, if applicable,  by any action of stockholders of
either the Company or Amalgamation Sub by consent in lieu of a meeting).

     6.15. Parent Change of Domicile or Incorporation.  Notwithstanding anything
else to the contrary  contained  herein,  Parent or any of its  Subsidiaries may
take  any  actions  that  Parent  desires  to  effect a change  of  domicile  or
incorporation  of Parent or any of its  Subsidiaries so as to be governed by the
laws of the Republic of the Marshall Islands.

     6.16.  Regulation S of the Securities  Act.  Neither Parent nor the Company
shall,  and  each of  Parent  and  the  Company  shall  cause  their  respective
Subsidiaries  not to,  take any  action or  refrain  from  taking any action the
effect of which would be to cause the  Amalgamation not to qualify for exemption
from registration under the Securities Act, pursuant to Regulation S thereunder.

     6.17.  Parent  Actions.  Parent  shall not (i) other  than in the  ordinary
course of business consistent with past practice,  declare, set aside or pay any
dividend in excess of $0.86 per share in 1999 payable in cash, stock or property
in respect of any capital stock other than dividends from its direct or indirect
wholly-owned  Subsidiaries,  (ii) repurchase,  redeem or otherwise  acquire,  or
permit any of its Subsidiaries to purchase or otherwise  acquire,  any shares of
its  capital  stock  or any  securities  convertible  into  or  exchangeable  or
exercisable  for any shares of its capital  stock,  (iii) take any action  which
would  directly  benefit  Parent's  stockholders  as of the date  hereof  at the
expense of the Company's  stockholders,  or (iv) take any action or omit to take
any action that would cause any of the  representations and warranties herein to
become untrue in any material respect.



                                               ARTICLE VII

                                                Conditions

     7.1. Conditions to Each Party's Obligation to Effect the Amalgamation.  The
respective obligation of each party to effect the Amalgamation is subject to the
satisfaction  or  waiver  at or  prior  to the  Effective  Time  of  each of the
following conditions:

     (a)  Stockholder Approval.  This Agreement shall have been duly approved by
holders of Shares  constituting  the Company  Requisite Vote and shall have been
duly approved by the sole  stockholder of  Amalgamation  Sub in accordance  with
applicable law and the Organizational Documents of each such corporation.

     (b) Regulatory Consents. Other than the filing provided for in Section 1.3,
all  notices,  reports  and  other  filings  required  to be made  prior  to the
Effective Time by the Company or Parent or any of their respective  Subsidiaries
with, and all consents,  registrations,  approvals,  permits and  authorizations
required to be obtained  prior to the Effective Time by the Company or Parent or
any  of  their   respective   Subsidiaries   from,   any   Governmental   Entity
(collectively,  "Governmental  Consents") in  connection  with the execution and
delivery of this  Agreement and the  consummation  of the  Amalgamation  and the
other transactions  contemplated hereby by the Company,  Parent and Amalgamation
Sub shall have been made or obtained (as the case may be), except those that the
failure  to  make  or to  obtain  are  not,  individually  or in the  aggregate,
reasonably likely to have a Company Material Adverse Effect or a Parent Material
Adverse Effect, as applicable, or to provide a reasonable basis to conclude that
the parties hereto or any of their affiliates or respective directors, officers,
agents,  advisors  or  other  representatives  would be  subject  to the risk of
criminal liability.

     (c) Litigation.  No court or Governmental Entity of competent  jurisdiction
shall have enacted, issued,  promulgated,  enforced or entered any statute, law,
ordinance,  rule,  regulation,  judgment,  decree,  injunction  or  other  order
(whether  temporary,  preliminary or permanent) that is in effect and restrains,
enjoins or otherwise  prohibits  consummation  of the  Amalgamation or the other
transactions contemplated by this Agreement (collectively, an "Order").

     7.2.  Conditions  to  Obligations  of  Parent  and  Amalgamation  Sub.  The
obligations of Parent and  Amalgamation  Sub to effect the Amalgamation are also
subject  to the  satisfaction  or waiver by Parent at or prior to the  Effective
Time of the following conditions:

     (a) Representations  and Warranties.  The representations and warranties of
the Company set forth in this  Agreement  that are  qualified  by a  materiality
standard  shall be true and correct as of the date of this  Agreement  and as of
the Closing  Date as though made on and as of the  Closing  Date  (except to the
extent any such  representation  or warranty  expressly  speaks as of an earlier
date), and the  representations  and warranties of the Company set forth in this
Agreement  that are not  qualified by a materiality  standard  shall be true and
correct in all material  respects as of the date of this Agreement and as of the
Closing  Date as though made on and as of the Closing Date (except to the extent
any such representation or warranty expressly speaks as of an earlier date), and
Parent shall have received a  certificate  signed on behalf of the Company by an
Executive Vice President,  the President or the Chief  Executive  Officer of the
Company to such effect.

     (b)  Performance  of  Obligations  of the Company.  The Company  shall have
performed in all material  respects all obligations  required to be performed by
it under this  Agreement at or prior to the Closing Date,  and Parent shall have
received a  certificate  signed on behalf of the  Company by an  Executive  Vice
President,  the President or the Chief Executive  Officer of the Company to such
effect.

     (c)  Resignations.  Parent  shall have  received the  resignations  of each
director of the Company and each of its Subsidiaries.

     (d)  Affiliates  Letters.  Parent shall have received an Affiliates  Letter
from  each  Person  identified  as an  affiliate  of  the  Company  pursuant  to
Section 6.7.

     7.3. Conditions to Obligation of the Company. The obligation of the Company
to effect the  Amalgamation is also subject to the satisfaction or waiver by the
Company at or prior to the Effective Time of the following conditions:

     (a) Representations  and Warranties.  The representations and warranties of
Parent and  Amalgamation Sub set forth in this Agreement that are qualified by a
materiality  standard shall be true and correct as of the date of this Agreement
and as of the Closing  Date as though made on and as of the Closing Date (except
to the extent any such  representation  or  warranty  expressly  speaks as of an
earlier date), and the representations and warranties of Parent and Amalgamation
Sub set forth in this Agreement that are not qualified by a materiality standard
shall  be true  and  correct  in all  material  respects  as of the date of this
Agreement  and as of the  Closing  Date as though  made on and as of the Closing
Date (except to the extent any such  representation or warranty expressly speaks
as of an earlier date), and the Company shall have received a certificate signed
on behalf of Parent by an Executive Vice  President,  the President or the Chief
Executive  Officer of Parent and on behalf of  Amalgamation  Sub by an Executive
Vice President, the President or the Chief Executive Officer of Amalgamation Sub
to such effect.

     (b)  Performance  of Obligations  of Parent and  Amalgamation  Sub. Each of
Parent and  Amalgamation  Sub shall have performed in all material  respects all
obligations  required to be performed by it under this  Agreement at or prior to
the Closing Date,  and the Company  shall have received a certificate  signed on
behalf of Parent  and  Amalgamation  Sub by an  Executive  Vice  President,  the
President or the Chief Executive Officer of Parent to such effect.


                                               ARTICLE VIII

                                               Termination

     8.1.  Termination by Mutual Consent.  This  Agreement may be terminated and
the  Amalgamation  may be  abandoned  at any time prior to the  Effective  Time,
whether before or after the approval by stockholders of the Company  referred to
in Section 7.1(a), by mutual written consent of the Company and Parent by action
of their respective Boards of Directors.

     8.2. Termination by Either Parent or the Company.

     (a) This Agreement may be terminated and the  Amalgamation may be abandoned
at any time prior to 11:59 p.m. (Oslo,  Norway time) on March 28, 1999 if either
the Parent or the Company shall  determine,  in either case in such party's sole
discretion,  that its due  diligence  review  of the  other  party  has not been
satisfactory.

     (b) This Agreement may be terminated and the  Amalgamation may be abandoned
at any time prior to the  Effective  Time by action of the Board of Directors of
either  Parent  or the  Company  if  (i) the  Amalgamation  shall  not have been
consummated by September 30, 1999, whether such date is before or after the date
of  approvals  by the  stockholders  of the Company  (the  "Termination  Date"),
(ii) the approval of the Company's stockholders required by Section 7.1(a) shall
not have been obtained at a meeting duly convened therefor or at any adjournment
or postponement thereof; provided,  however, that if an Acquisition Proposal has
been made by any Person  prior to the time of such  vote,  the  Company  may not
terminate this  Agreement  pursuant to this clause (ii) until a date that is not
less than 90 days  from the date of such  vote or (iii)  any  Order  permanently
restraining, enjoining or otherwise prohibiting consummation of the Amalgamation
shall become final and  non-appealable  (whether before or after the approval by
the  stockholders  of the Company);  provided,  that the right to terminate this
Agreement  pursuant to clause (i) above shall not be available to any party that
has breached in any material respect its obligations under this Agreement in any
manner that shall have proximately  contributed to the occurrence of the failure
of the Amalgamation to be consummated.

     8.3.  Termination by the Company.  This Agreement may be terminated and the
Amalgamation  may be abandoned at any time prior to the Effective Time,  whether
before or after the  approval  by  stockholders  of the  Company  referred to in
Section 7.1(a), by action of the Board of Directors of the Company:

     (a) if  (i) the  Company is not in  material  breach of any of the terms of
this  Agreement,  (ii) the  Board of  Directors  of the Company  authorizes  the
Company,  subject to complying with the terms of this Agreement, to enter into a
binding written  agreement  concerning a transaction that constitutes a Superior
Proposal  and the Company  notifies  Parent in writing  that it intends to enter
into such an agreement,  attaching the most current version of such agreement to
such notice, (iii) Parent does not make, within five business days of receipt of
the  Company's  written  notification  of its  intention to enter into a binding
agreement for a Superior  Proposal,  an offer that the Board of Directors of the
Company  determines,  in  good  faith  after  consultation  with  its  financial
advisors, is at least as favorable, taking into account, among other things, the
long-term  prospects and interests of the Company and its  stockholders,  as the
Superior  Proposal and (iv) the Company prior to such termination pays to Parent
in  immediately  available  funds  the  fees  required  to be paid  pursuant  to
Section 8.5.  The  Company  agrees  (x) that  it will not  enter  into a binding
agreement referred to in clause (ii) above until at least the sixth business day
after it has  provided the notice to Parent  required  thereby and (y) to notify
Parent promptly if its intention to enter into a written  agreement  referred to
in its notification shall change at any time after giving such notification.

     (b) if there has been a material  breach by Parent or  Amalgamation  Sub of
any representation,  warranty, covenant or agreement contained in this Agreement
that is not curable or, if curable,  is not cured  within 30 days after  written
notice of such  breach is given by the  Company  to the  party  committing  such
breach.

     8.4.  Termination  by Parent.  This  Agreement  may be  terminated  and the
Amalgamation may be abandoned at any time prior to the Effective Time if (a) the
Company enters into a binding  agreement for a Superior Proposal or the Board of
Directors of the Company  recommends a Superior Proposal or shall have withdrawn
or adversely modified its approval or recommendation of this Agreement or failed
to reconfirm  its  recommendation  of this  Agreement  within five business days
after a written request by Parent to do so, (b) there has been a material breach
by the Company of any representation,  warranty, covenant or agreement contained
in this  Agreement  that is not curable or, if curable,  is not cured  within 30
days after  written  notice of such  breach is given by Parent to the Company or
(c) if the  Company,  any of its  Subsidiaries  or any of their  Representatives
shall take any actions pursuant to the proviso set forth in Section 6.2.

     8.5. Effect of Termination and Abandonment.  In the event of termination of
this  Agreement  and  the  abandonment  of the  Amalgamation  pursuant  to  this
Article VIII,  this  Agreement  shall  become  void  and of no  effect  with  no
liability on the part of any party hereto (or of any of its directors, officers,
employees, agents, legal and financial advisors or other representatives) except
for the  obligations of the parties hereto  contained in this Section 8.5 and in
Sections  6.11  (Expenses)  and 9.6  (Notices);  provided,  however,  except  as
otherwise provided herein, no such termination shall relieve any party hereto of
any liability or damages resulting from any breach of this Agreement.

     (a) In the event that (i) an  Acquisition  Proposal shall have been made to
the Company or any of its  Subsidiaries or any of its stockholders or any Person
shall have publicly  announced an intention (whether or not conditional) to make
an Acquisition  Proposal with respect to the Company or any of its  Subsidiaries
and  thereafter  this  Agreement is  terminated  by either Parent or the Company
pursuant to Section 8.2(b)(i)  or Section 8.2(b)(ii),  or (ii) this Agreement is
terminated  (A) by  the  Company  pursuant  to  Section 8.3(a)  or (B) by Parent
pursuant to Section  8.4(a),  then the Company shall  promptly,  but in no event
later than two days after the date of such  termination  or such earlier time as
required by this  Agreement,  pay Parent a termination  fee of $15,000,000  (the
"Termination Fee") and shall promptly, but in no event later than two days after
being  notified of such by Parent,  pay to Parent an amount  equal to all of the
reasonably  documented  charges and expenses  incurred by Parent or Amalgamation
Sub in connection with this Agreement and the transactions  contemplated by this
Agreement, in each case payable by wire transfer of same day funds ("Expenses").

     (b) In the event this Agreement is terminated  (i) by the Company  pursuant
to Section  8.2(b)(i)  or Section  8.2(b)(ii),  or (ii) by  Parent  pursuant  to
Section 8.2(b)(i),  Section 8.2(b)(ii) or 8.4(c) and no fee is otherwise payable
to Parent  pursuant to paragraph  (a) above,  then,  if within 18 months of such
termination,  the Company enters into an agreement concerning a transaction that
constitutes  an Acquisition  Proposal,  the Company at the time of entering into
such agreement,  shall pay to Parent the Termination Fee plus Expenses,  in each
case payable by wire transfer of same day funds.

     (c)  The   Company   acknowledges   that  the   agreements   contained   in
Sections 8.5(b) and (c) are an integral part of the transactions contemplated by
this Agreement, and that, without these agreements,  Parent and Amalgamation Sub
would not enter  into  this  Agreement;  accordingly,  if the  Company  fails to
promptly pay the amount due pursuant to either  Section 8.5(b)  or (c),  and, in
order to obtain such payment,  Parent or Amalgamation Sub commences a suit which
results in a judgment  against  the  Company  for the fee set forth  therein the
Company  shall  pay to  Parent  or  Amalgamation  Sub  its  costs  and  expenses
(including attorneys' fees) in connection with such suit, together with interest
from the date of  termination of this Agreement on the amounts owed at the prime
rate of Chase Manhattan Bank in effect from time to time during such period plus
two percent.


                                                ARTICLE IX

                                        Miscellaneous and General

     9.1.  Survival.  This Article IX and the agreements of the Company,  Parent
and  Amalgamation  Sub  contained in Sections  6.8 (Stock  Exchange  Listing and
De-listing),  6.10 (Benefits), 6.11 (Expenses), and 6.12 (Indemnification) shall
survive the consummation of the Amalgamation. This Article IX, the agreements of
the  parties  contained  in Section  6.11  (Expenses),  Section  8.5  (Effect of
Termination  and  Abandonment)  shall survive the termination of this Agreement.
All  other  representations,   warranties,  covenants  and  agreements  in  this
Agreement  shall  not  survive  the  consummation  of  the  Amalgamation  or the
termination of this Agreement.

     9.2. Modification or Amendment. Subject to the provisions of the applicable
Law, at any time prior to the Effective  Time,  the parties hereto may modify or
amend this  Agreement,  by written  agreement  executed  and  delivered  by duly
authorized officers of the respective parties.

     9.3.  Waiver  of  Conditions.  The  conditions  to  each  of  the  parties'
obligations  to  consummate  the  Amalgamation  are for the sole benefit of such
party  and may be  waived  by  such  party  in  whole  or in part to the  extent
permitted by applicable law.

     9.4.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each such counterpart being deemed to be an original  instrument,
and all such counterparts shall together constitute the same agreement.

     9.5.  GOVERNING LAW AND VENUE;  WAIVER OF JURY TRIAL.

     (a) THIS AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL
BE INTERPRETED,  CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF, WITH
THE EXCEPTION OF ANY CONTRACT PROVISIONS RELATING DIRECTLY TO THE APPROVAL OF OR
THE MECHANICS OF THE AMALGAMATION WHICH SHALL BE GOVERNED BY THE LAWS OF BERMUDA
(THE "BERMUDA GOVERNED  PROVISIONS").  THE PARTIES HEREBY  IRREVOCABLY SUBMIT TO
THE  JURISDICTION  OF THE FEDERAL AND STATE  COURTS OF NEW YORK STATE  SOLELY IN
RESPECT  OF THE  INTERPRETATION  AND  ENFORCEMENT  OF  THE  PROVISIONS  OF  THIS
AGREEMENT AND OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT,  AND IN RESPECT OF
THE  TRANSACTIONS  CONTEMPLATED  HEREBY AND THEREBY,  EXCEPT WITH RESPECT TO THE
BERMUDA GOVERNED PROVISIONS WITH RESPECT TO WHICH THE PARTIES HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE COURTS OF BERMUDA, AND HEREBY WAIVE, AND AGREE
NOT  TO  ASSERT,  AS A  DEFENSE  IN ANY  ACTION,  SUIT  OR  PROCEEDING  FOR  THE
INTERPRETATION  OR ENFORCEMENT  HEREOF OR OF ANY SUCH  DOCUMENT,  THAT IT IS NOT
SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS
NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE
OR THAT THIS  AGREEMENT  OR ANY SUCH  DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH  ACTION  OR  PROCEEDING  SHALL BE HEARD AND  DETERMINED  IN SUCH A NEW YORK
FEDERAL OR STATE COURT,  OR AS APPLICABLE,  A BERMUDA COURT.  THE PARTIES HEREBY
CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES
AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR
OTHER  PAPERS IN  CONNECTION  WITH ANY SUCH ACTION OR  PROCEEDING  IN THE MANNER
PROVIDED IN SECTION 9.6 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL
BE VALID AND SUFFICIENT SERVICE THEREOF.

     (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE  COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE  EACH SUCH PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES ANY
RIGHT  SUCH  PARTY  MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY  LITIGATION
DIRECTLY OR  INDIRECTLY  ARISING OUT OF OR  RELATING TO THIS  AGREEMENT,  OR THE
TRANSACTIONS   CONTEMPLATED  BY  THIS   AGREEMENT.   EACH  PARTY  CERTIFIES  AND
ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF  LITIGATION,  SEEK TO ENFORCE  THE  FOREGOING  WAIVER,  (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS  WAIVER  VOLUNTARILY,  AND (iv) EACH PARTY HAS BEEN  INDUCED TO ENTER
INTO  THIS   AGREEMENT   BY,  AMONG  OTHER  THINGS,   THE  MUTUAL   WAIVERS  AND
CERTIFICATIONS IN THIS SECTION 9.5.

     9.6.  Notices.  All notices or other  communications  under this  Agreement
shall be in writing and shall be deemed duly given, effective (i) three business
days later, if sent by registered or certified mail,  return receipt  requested,
postage prepaid, (ii) when sent, if sent by telecopier or fax, provided that the
telecopy  or  fax is  promptly  confirmed  by  telephone  confirmation  thereof,
(iii) when  served,  if  delivered  personally  to the intended  recipient,  and
(iv) one  business  day  later,  if sent by  overnight  delivery  via a national
courier service,  and in each case,  addressed to the intended  recipient at the
address set forth  below.  Any party may change the address to which  notices or
other  communications  hereunder  are to be  delivered by giving the other party
notice in the manner herein set forth:


                  if to Parent or Amalgamation Sub

                  Teekay Shipping (Canada) LTD.,
                  Suite 1400, One Bentall Centre
                  505 Burrard Street
                  Vancouver, BC V7X 1M5
                  Canada
                  Attention:  Mr. Arthur Bensler
                  fax:  (604) 609-6447
                  (with a copy to Francis J. Aquila, Esq.,
                  Sullivan & Cromwell,
                  125 Broad Street, New York, NY  10004
                  fax:  (212) 558-3588.)

                  if to the Company

                  Bona Shipholding Ltd.
                  c/o Bona Shipping AS
                  Radhusgaten 27
                  P.O. Box 470 Sentrum
                  N-0105 Oslo, Norway
                  Attention:  Mr. Ragnar Belck-Olsen
                  fax:  (47) 2231-0001
                  (with a copy to Stephen Knudtzon
                  Thommessen Krefting Greve Lund AS Advokatfirma
                  Haakon VII's gate 10
                  Postboks 1484 Vika
                  0116 Oslo, Norway
                  fax:  (47) 2311-1010

                  and

                  Keith L. Kearney, Esq.,
                  Davis Polk & Wardwell
                  1 Frederick's Place
                  London EC2R 8AB
                  fax:  (44) 171-418-1400

     or to such other  persons or addresses as may be  designated  in writing by
the party to receive such notice as provided above.

     9.7. Entire Agreement.  This Agreement (including any exhibits hereto), the
Company   Disclosure   Schedule,   the  Parent   Disclosure   Schedule  and  the
Confidentiality  Agreement,  dated March,  1999,  between Parent and the Company
(the "Confidentiality Agreement") constitute the entire agreement, and supersede
all other prior agreements, understandings,  representations and warranties both
written and oral, among the parties, with respect to the subject matter hereof.

     9.8. No Third  Party  Beneficiaries.  Except as  provided  in Section  6.12
(Indemnification),  this  Agreement  is not  intended  to confer upon any Person
other than the parties hereto any rights or remedies hereunder.

     9.9.  Obligations  of Parent and of the Company.  Whenever  this  Agreement
requires a Subsidiary of Parent to take any action,  such  requirement  shall be
deemed to include an undertaking on the part of Parent to cause such  Subsidiary
to take such  action.  Whenever  this  Agreement  requires a  Subsidiary  of the
Company  to take any  action,  such  requirement  shall be deemed to  include an
undertaking  on the part of the  Company to cause such  Subsidiary  to take such
action and, after the Effective Time, on the part of the Amalgamated  Company to
cause such Subsidiary to take such action.

     9.10.  Severability.  The  provisions  of this  Agreement  shall be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or  enforceability  or the other provisions  hereof.  If any
provision of this  Agreement,  or the  application  thereof to any Person or any
circumstance,  is  invalid  or  unenforceable,  (a)  a  suitable  and  equitable
provision shall be substituted  therefor in order to carry out, so far as may be
valid and  enforceable,  the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this  Agreement and the  application  of such
provision  to other  Persons  or  circumstances  shall not be  affected  by such
invalidity or  unenforceability,  nor shall such invalidity or  unenforceability
affect the validity or  enforceability  of such  provision,  or the  application
thereof, in any other jurisdiction.

     9.11.  Interpretation.  The table of contents and  headings  herein are for
convenience  of reference  only, do not  constitute  part of this  Agreement and
shall not be deemed to limit or otherwise  affect any of the provisions  hereof.
Where a  reference  in this  Agreement  is made to a Section  or  Exhibit,  such
reference shall be to a Section of or Exhibit to this Agreement unless otherwise
indicated.  Whenever the words "include",  "includes" or "including" are used in
this  Agreement,  they  shall be deemed  to be  followed  by the words  "without
limitation."

     9.12.  Assignment.  This Agreement  shall not be assignable by operation of
law or  otherwise;  provided,  however,  that Parent may  designate,  by written
notice to the Company,  another direct or indirect wholly-owned subsidiary to be
a  constituent  corporation  in lieu of  Amalgamation  Sub,  in which  event all
references  herein to Amalgamation Sub shall be deemed  references to such other
subsidiary,  except that all  representations  and  warranties  made herein with
respect to  Amalgamation  Sub as of the date of this  Agreement  shall be deemed
representations  and warranties made with respect to such other subsidiary as of
the date of such designation.


     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
the duly authorized  officers of the parties hereto as of the date first written
above.


                                            BONA SHIPHOLDING LIMITED



                                            By: /s/Stephen Knuttzon
                                                -------------------
                                                Vice President


                                            TEEKAY SHIPPING CORPORATION



                                            By: /s/Bjorn Moller
                                                -------------------
                                                President and CEO


                                            NORTHWEST MARITIME INC.



                                            By: /s/Pascal Spothelfer
                                                --------------------
                                                Secretary