| 1.     | Date of Agreement 15th June 2010 Vessel’s Name:  MT PINK SANDS                                                                                                                                                                                                         | THE BALTIC AND INTERNATIONAL MARITIME COUNSEL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME:  “SHIPMAN 98”                            Part I  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.     | Owners (name, place of registered office and law of registry) (Cl. 1)                                                                                                                                                                                                                       | 3.                                                                                                                                                                                                                                                                                                                                    | Managers (name, place of registered office and law of registry) (Cl. 1) |
|   | Name OCEANCLARITY OWNERS LIMITED                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                  | Name TMS TANKERS LTD. |
|   | Place of registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  | Place of registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 |
|   | Law of Registry Republic of Marshall Islands                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                  | Law of Registry Republic of Marshall Islands |
| 4.     | Day and year of commencement of Agreement (Cl. 2) DATE OF PRESENT AGREEMENT AS PER BOX 1                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                  |   |
| 5.     | Crew Management (state “yes” or “no” as agreed) (Cl. 3.1) YES                                                                                                                                                                                                       | 6.                                                                                                                                                                                                                                                                                                                                    | Technical Management (state “yes” or “no” as agreed) (Cl. 3.2) YES |
| 7.     | Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3) YES                                                                                                                                                                                                 | 8.                                                                                                                                                                                                                                                                                                                                    | Insurance Agreements (state “yes” or “no” as agreed) (Cl. 3.4) YES |
| 9.     | Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5) YES                                                                                                                                                                                                   | 10.                                                                                                                                                                                                                                                                                                                                   | Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) YES |
| 11.    | Provisions  (state “yes” or “no” as agreed) (Cl. 3.7) YES                                                                                                                                                                                                 | 12.                                                                                                                                                                                                                                                                                                                                   | Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) YES |
| 13.    | Chartering Services Period (only to be filled in if “yes” stated in Box 7)(Cl. 3.3(i))Five Years from date indicated in Box 4                                                                                                                                                   | 14.                                                                                                                                                                                                                                                                                                                                   | Owner’s Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) 6.3(ii) |
| 15.    | Annual Daily Management Fee (state daily amount) (Cl. 8.1) EURO 1,700.00                                                                                                                                                                                                                    | 16.                                                                                                                                                                                                                                                                                                                                   | Severance Costs (state maximum amount) (Cl. 8.4(ii)) As per applicable Collective Bargaining Agreement (CBA) |
| 17.    | Day and year of termination of Agreement (Cl. 17) Five years from date indicated in Box 4                                                                                                                                                                                                   | 18.                                                                                                                                                                                                                                                                                                                                   | Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)19.1 |
| 19.    | Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) c/o SAVVAS D. GEORGHIADES LAW OFFICETRIBUNE HOUSE10, SKOPA STREETCY-1303 NICOSIA, CYPRUSTEL:  (+357) 22767515Email:  law@kkadvocates.com | 20.                                                                                                                                                                                                                                                                                                                                   | Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) TMS TANKERS LTD.80, Kifissias Avenue, GR 15125, Marousi, Athens, GreeceTel:  (+30) 210 8090400Fax:  (+30) 210 8090405Email:  management@tms-tankers.com |

| Signature(s) (Owners)  | Signature(s) (Managers)  |
|-----------------------------|-------------------------------|

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| Date of Agreement        | :      |           |
|--------------------------|--------|----------------|
| Name of Vessel(s)        | :      | M/T PINK SANDS |
| Particulars of Vessel(s) | :      | Call Sign      | – | 9HZD6 |
|                     |   | IMO No.        | – | 8920866 |
|                     |   | Flag           | – | Malta |
|                     |   | Built          | – | 1993 |
|                     |   | SDWT           | – | 93723 |
|                     |   | Grt            | – | 55048 |
|                     |   | Nrt            | – | 26546 |

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| Date of Agreement | : |   |   |   |
|-------------------|---|--------|--------|--------|
| Details of Crew   | : | N/A    |   |   |

| Numbers |   | Rank   |   | Nationality |
|---------|--------|--------|--------|-------------|
|    |   |   |   |        |
|    |   |   |   |        |
|    |   |   |   |        |
|    |   |   |   |        |
|    |   |   |   |        |

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|                               |   | ITEMS  |                           | YEARLY(USD) |   |      | MONTHLY(USD) |   |
|------------------------------------|--------|--------|--------------------------------|-------------|--------|-----------|--------------|--------|
|                               | 1      |   | TOTAL CREW EXPENSES            |        |   | 1,513,655 |         |   |   | 126,138 |   |
|                               | 2      |   | STORES                         |        |   | 195,275   |         |   |   | 16,273 |   |
|                               | 3      |   | SPARES                         |        |   | 198,925   |         |   |   | 16,577 |   |
|                               | 4      |   | REPAIR / MAINTENANCE / SURVEY  |        |   | 122,275   |         |   |   | 10,190 |   |
|                               | 5      |   | LUBRICANTS                     |        |   | 219,000   |         |   |   | 18,250 |   |
|                               | 6      |   | SUPT. TRAVEL / COMM. / MISC.   |        |   | 87,965    |         |   |   | 7,330 |   |
|                               | 7      |   | INSURANCE (H+M, P-I, WAR, LOH) |        |   | 438,365   |         |   |   | 36,530 |   |
|                               |   |   | GRAND TOTAL OPERATING COST     |        |   | 2,775,460 |         |   |   | 231,288 |   |
| DAILY AVERAGE (EXCL. DOCKING COST) |   |   | 7,604                          |        |   |      |         |   |
| PRE-DELIVERY COST                  |   |   |                           |        |   |      |         |   |

| 1.     | Prices basis at average of Singapore, Continent & China, otherwise, to be charged at actual.                                                                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                           |
| 2.     | Crew change basis Singapore and Continent port, otherwise, to be adjusted.                                                                                                                                                     |
|   |                                                                                                                                                                                                                           |
| 3.     | Spares costs are for routine maintenance (excluding major items).                                                                                                                                                              |
|   |                                                                                                                                                                                                                           |
| 4.     | Parity Euro / USD at 1,25.                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                           |
| 5.     | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day. |

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| Date of Agreement             | :      |   |   |   |
|-------------------------------|--------|--------|--------|--------|
| Details of Associated Vessels | :      |   |   |   |
|                          |   |   |   |   |
|                          |   |   |   |   |
|                          |   |   |   |   |
|                          |   |   |   |   |
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|                          |   |   |   |   |

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| PART II"SHIPMAN 98" Standard Ship Management Agreement                  |
|-------------------------------------------------------------------------|
|                                                                    |   |   |   |   |
| 1.  Definitions                                               | 1 |   | for the duties for which they are engaged and are in possession | 66 |
| In this Agreement save where the context otherwise requires,            | 2 |   | of valid medical certificates issued in accordance with | 67 |
| the following words and expressions shall have the meanings             | 3 |   | appropriate flag State requirements. In the absence of | 68 |
| hereby assigned to them.                                                | 4 |   | applicable flag State requirements the medical certificate shall | 69 |
|                                                                    |   |   | be dated not more than three months prior to the respective | 70 |
| "Owners" means the party identified in Box 2.                           | 5 |   | Crew members leaving their country of domicile and | 71 |
| "Managers" means the party identified in Box 3.                         | 6 |   | maintained for the duration of their service on board the Vessel; | 72 |
| "Vessel" means the vessel or vessels details of which are set           | 7 |   | (iv)  ensuring that the Crew shall have a command of the English | 73 |
| out in Annex "A" attached hereto.                                       | 8 |   | language of a sufficient standard to enable them to perform | 74 |
| "Crew" means the Master, officers and ratings of the numbers,           | 9 |   | their duties safely; | 75 |
| rank and nationality specified in Annex "B" attached hereto.            | 10 |   | (v)  arranging transportation of the Crew, including repatriation; | 76 |
| "Crew Support Costs" means all expenses of a general nature             | 11 |   | (vi)  training of the Crew and supervising their efficiency; | 77 |
| which are not particularly referable to any individual vessel for       | 12 |   | (vii)  conducting union negotiations; | 78 |
| the time being managed by the Managers and which are incurred           | 13 |   | (viii)  operating the Managers' drug and alcohol policy unless | 79 |
| by the Managers for the purpose of providing an efficient and           | 14 |   | otherwise agreed. | 80 |
| economic management service and, without prejudice to the               | 15 |   |   |   |
| generality of the foregoing, shall include the cost of crew standby     | 16 |   | 3.2  Technical Management | 81 |
| pay, training schemes for officers and ratings, cadet training          | 17 |   | (only applicable if agreed according to Box 6) | 82 |
| schemes, sick pay, study pay, recruitment and interviews.               | 18 |   | The Managers shall provide technical management which | 83 |
| "Severance Costs" means the costs which the employers are               | 19 |   | includes, but is not limited to, the following functions: | 84 |
| legally obliged to pay to or in respect of the Crew as a result of      | 20 |   | (i)  provision of competent personnel to supervise the | 85 |
| the early termination of any employment contract for service on         | 21 |   | maintenance and general efficiency of the Vessel; | 86 |
| the Vessel.                                                             | 22 |   | (ii)  arrangement and supervision of dry dockings, repairs, | 87 |
| "Crew Insurances" means insurances against crew risks which             | 23 |   | alterations and the upkeep of the Vessel to the standards | 88 |
| shall include but not be limited to death, sickness, repatriation,      | 24 |   | required by the Owners provided that the Managers shall | 89 |
| injury, shipwreck unemployment indemnity and loss of personal           | 25 |   | be entitled to incur the necessary expenditure to ensure | 90 |
| effects.                                                                | 26 |   | that the Vessel will comply with the law of the flag of the | 91 |
| "Management Services" means the services specified in sub-              | 27 |   | Vessel and of the places where she trades, and all | 92 |
| clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.         | 28 |   | requirements and recommendations of the classification | 93 |
| "ISM Code" means the International Management Code for the              | 29 |   | society; | 94 |
| Safe Operation of Ships and for Pollution Prevention as adopted         | 30 |   | (iii)  Arrangement of the supply of necessary stores, spares and | 95 |
| by the International Maritime Organization (IMO) by resolution          | 31 |   | lubricating oil; | 96 |
| A.741(18) or any subsequent amendment thereto.                          | 32 |   | (iv)  appointment of surveyors and technical consultants as the | 97 |
| "STCW 95" means the International Convention on Standards               | 33 |   | Managers may consider from time to time to be necessary; | 98 |
| of Training, Certification and Watchkeeping for Seafarers, 1978,        | 34 |   | (v)  development, implementation and maintenance of a Safety | 99 |
| as amended in 1995 or any subsequent amendment thereto.                 | 35 |   | Management System (SMS) in accordance with the ISM | 100 |
|                                                                    |   |   | Code (see sub-clauses 4.2 and 5.3). | 101 |
| 2.  Appointment of Managers                                   | 36 |   | (vi)  supervision of vessels under construction at the specific |   |
| With effect from the day and year stated in Box 4 and continuing        | 37 |   | request of the Owners and after approval by the Owner of |   |
| unless and until terminated as provided herein, the Owners              | 38 |   | the relevant budget submitted by the Managers. |   |
| hereby appoint the Managers and the Managers hereby agree               | 39 |   |   |   |
| to act as the Managers of the Vessel.                                   | 40 |   | 3.3  Commercial Management | 102 |
|                                                                    |   |   | (only applicable if agreed according to Box 7) | 103 |
| 3.  Basis of Agreement                                        | 41 |   | The Managers shall provide the commercial operation of the | 104 |
| Subject to the terms and conditions herein provided, during the         | 42 |   | Vessel, as required by the Owners, which includes, but is not | 105 |
| period of this Agreement, the Managers shall carry out                  | 43 |   | limited to, the following functions: | 106 |
| Management Services in respect of the Vessel as agents for              | 44 |   | (i)  providing chartering services in accordance with the Owners' | 107 |
| and on behalf of the Owners. The Managers shall have authority          | 45 |   | instructions which include, but are not limited to, seeking | 108 |
| to take such actions as they may from time to time in their absolute    | 46 |   | and negotiating employment for the Vessel and the conclusion | 109 |
| discretion consider to be necessary to enable them to perform           | 47 |   | (including the execution thereof) of charter parties or other | 110 |
| this Agreement in accordance with sound ship management                 | 48 |   | contracts relating to the employment of the Vessel. If such a | 111 |
| practice.                                                               | 49 |   | contract exceeds the period stated in Box 13, consent thereto | 112 |
|                                                                    |   |   | in writing shall first be obtained from the Owners. | 113 |
| 3.1  Crew Management                                          | 50 |   | (ii)  arranging of the proper payment to Owners or their nominees | 114 |
| (only applicable if agreed according to Box 5)                          | 51 |   | of all hire and/or freight revenues or other moneys of | 115 |
| The Managers shall provide suitably qualified Crew for the Vessel       | 52 |   | whatsoever nature to which Owners may be entitled arising | 116 |
| as required by the Owners in accordance with the STCW 95                | 53 |   | out of the employment of or otherwise in connection with the | 117 |
| requirements, provision of which includes but is not limited to         | 54 |   | Vessel. | 118 |
| the following functions:                                                | 55 |   | (iii)  providing voyage estimates and accounts and calculating of | 119 |
| (i)  selecting and engaging the Vessel's Crew, including payroll   | 56 |   | hire, freights, demurrage and/or despatch moneys due from | 120 |
| arrangements, pension administration, and insurances for                | 57 |   | or due to the charterers of the Vessel; | 121 |
| the Crew other than those mentioned in Clause 6:                        | 58 |   | (iv)  issuing of voyage instructions; | 122 |
| (ii)  ensuring that the applicable requirements of the law of the  | 59 |   | (v)  appointing agents; | 123 |
| flag of the Vessel are satisfied in respect of manning levels,          | 60 |   | (vi)  appointing stevedores; | 124 |
| rank, qualification and certification of the Crew and                   | 61 |   | (vii)  arranging surveys associated with the commercial operation | 125 |
| employment regulations including Crew's tax, social                     | 62 |   | of the Vessel. | 126 |
| insurance, discipline and other requirements;                           | 63 |   |   |   |
| (iii)  ensuring that all members of the Crew have passed a medical | 64 |   | 3.4  Insurance Arrangements | 127 |
| examination with a qualified doctor certifying that they are fit        | 65 |   | (only applicable if agreed according to Box 8) | 128 |
|                                                                    |   |   | The Managers shall arrange insurances in accordance with | 129 |

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| PART II"SHIPMAN 98" Standard Ship Management Agreement                        |
|-------------------------------------------------------------------------------|
|                                                                          |   |   |   |   |
| Clause 6, on such terms and conditions as the Owners shall                    | 130 |   | responsibilities imposed by the ISM Code when applicable. | 192 |
| have instructed or agreed, in particular regarding conditions,                | 131 |   |   |   |
| insured values, deductibles and franchises.                                   | 132 |   | 6.  Insurance Policies | 193 |
|                                                                          |   |   | The Owners shall procure, whether by instructing the Managers | 194 |
| 3.5  Accounting Services                                            | 133 |   | under sub-clause 3.4 or otherwise, that throughout the period of | 195 |
| (only applicable if agreed according to Box 9)                                | 134 |   | this Agreement: | 196 |
| The Managers shall:                                                           | 135 |   | 6.1  at the Owners’ expense, the Vessel is insured for not less | 197 |
| (i)  establish an accounting system which meets the                      | 136 |   | than her sound market value or entered for her full gross tonnage, | 198 |
| requirements of the Owners and provide regular accounting                     | 137 |   | as the case may be for: | 199 |
| services, supply regular reports and records,                                 | 138 |   | (i)  usual hull and machinery marine risks (including crew | 200 |
| (ii)  maintain the records of all costs and expenditure incurred         | 139 |   | negligence) and excess liabilities; | 201 |
| as well as data necessary or proper for the settlement of                     | 140 |   | (ii)  protection and indemnity risks (including pollution risks and | 202 |
| accounts between the parties.                                                 | 141 |   | Crew Insurances); and | 203 |
|                                                                          |   |   | (iii)  war risks (including protection and indemnity and crew risks) | 204 |
| 3.6  Sale or Purchase of the Vessel                                 | 142 |   | in accordance with the best practice of prudent  owners of | 205 |
| (only applicable if agreed according to Box 10)                               | 143 |   | vessels of a similar type to the Vessel, with first class insurance | 206 |
| The Managers shall, in accordance with the Owners’ instructions,        | 144 |   | companies, underwriters or associations (“the Owners’ | 207 |
| supervise the sale or purchase of the Vessel, including the                   | 145 |   | Insurances”); | 208 |
| performance of any sale or purchase agreement, including but not              | 146 |   | (iv)  Freight, Demurrage and Defense Insurance |   |
| negotiation of the same.                                                      | 147 |   | (v)  Certificate of Financial Responsibility |   |
| 3.7  Provisions(only applicable if agreed according to Box 11)      | 148 |   | (vi)  Crew Personal Accident and Sundries insurance cover |   |
| The Managers shall arrange for the supply of provisions.                      | 149 |   | (vii)  Any other insurance that can be arranged and not included in |   |
| 3.8  Bunkering(only applicable if agreed according to Box 12)       | 150 |   | the above but is requested by the Owners in writing |   |
| The Managers shall arrange for the provision of bunker fuel of the            | 151 |   | 6.2  all premiums, deductibles, supplementary calls and/or excess | 209 |
| quality specified by the Owners as required for the Vessel’s trade.     | 152 |   | supplementary calls and release calls on the Owners’ Insurances |   |
|                                                                          |   |   | are paid |   |
| 4.  Managers’ Obligations                                     | 153 |   | promptly by their due date, | 210 |
| 4.1  The Managers undertake to use their best endeavors             | 154 |   | 6.3  the Owners’ Insurances name the Managers and, subject | 211 |
| endeavours to                                                                 |   |   | to underwriters’ agreement, any third party designated by the | 212 |
| provide the agreed Management Services as agents for and on                   | 155 |   | Managers as a joint assured, with full cover, with the Owners | 213 |
| behalf of the Owners in accordance with sound ship management                 | 156 |   | obtaining cover in respect of each of the insurances specified in | 214 |
| practice and to protect and promote the interests of the Owners in            | 157 |   | sub-clause 6.1: | 215 |
| all matters relating to the provision of services hereunder.                  | 158 |   | (i)on terms whereby the Managers and any such third party | 216 |
| Provided, however, that the Managers in the performance of their              | 159 |   | are liable in respect of premiums or calls arising in connection | 217 |
| management responsibilities under this Agreement shall be entitled            | 160 |   | with the Owners’ Insurances; or | 218 |
| to have regard to their overall responsibility in relation to all vessels     | 161 |   | (ii)  if reasonably obtainable, on terms such that neither the | 219 |
| as may from time to time be entrusted to their management and                 | 162 |   | Managers nor any such third party shall be under any | 220 |
| in particular, but without prejudice to the generality of the foregoing,      | 163 |   | liability in respect of premiums or calls arising in connection | 221 |
| the Managers shall be entitled to allocate available supplies,                | 164 |   | with the Owners’ Insurances; or | 222 |
| manpower and services in such manner as in the prevailing                     | 165 |   | (iii)  on such other terms as may be agreed in writing. | 223 |
| circumstances the Managers in their absolute discretion consider              | 166 |   | Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left | 224 |
| to be fair and reasonable.                                                    | 167 |   | blank then (i) applies. | 225 |
| 4.2  Where the Managers are providing Technical Management          | 168 |   | 6.4  written evidence is provided, to the reasonable satisfaction | 226 |
| in accordance with sub-clause 3.2, they shall procure that the                | 169 |   | of the Managers, of their compliance with their obligations under | 227 |
| requirements of the law of the flag of the Vessel are satisfied and           | 170 |   | Clause 6 within a reasonable time of the commencement of | 228 |
| they shall in particular be deemed to be the “Company” as defined | 171 |   | the Agreement, and of each renewal date and, if specifically | 229 |
| by the ISM Code, assuming the responsibility for the operation of             | 172 |   | requested, of each payment date of the Owners’ Insurances. | 230 |
| the Vessel and taking over the duties and responsibilities imposed            | 173 |   |   |   |
| by the ISM Code when applicable.                                              | 174 |   | 7.  Income Collected and Expenses Paid on Behalf of Owners | 231 |
|                                                                          |   |   | 7.1  All moneys collected by the Managers under the terms of | 232 |
| 5.  Owners’ Obligations                                       | 175 |   | this Agreement (other than moneys payable by the Owners to | 233 |
| 5.1  The Owners shall pay all sums due to the Managers punctually        | 176 |   | the Managers) and any interest thereon shall be held to the | 234 |
| in accordance with the terms of this Agreement.                               | 177 |   | credit of the Owners in a separate bank account. | 235 |
| 5.2  Where the Managers are providing Technical Management          | 178 |   | 7.2  All expenses incurred by the Managers under the terms | 236 |
| in accordance with sub-clause 3.2, the Owners shall:                          | 179 |   | of this Agreement on behalf of the Owners (including expenses | 237 |
| (i)  procure that all officers and ratings supplied by them or on        | 180 |   | as provided in Clause 8) may be debited against the Owners | 238 |
| their behalf comply with the requirements of STCW 95;                         | 181 |   | in the account referred to under sub-clause 7.1 but shall in any | 239 |
| (ii)  instruct such officers and ratings to obey all reasonable orders   | 182 |   | event remain payable by the Owners to the Managers on | 240 |
| of the Managers in connection with the operation of the                       | 183 |   | demand. | 241 |
| Managers’ safety management system.                                     | 184 |   |   |   |
| 5.3  Where the Managers are not providing Technical Management      | 185 |   | 8.  Management Fee | 242 |
| in accordance with sub-clause 3.2, the Owners shall procure that              | 186 |   | 8.1  (a)  The Owners shall pay to the Managers for their services | 243 |
| the requirements of the law of the flag of the Vessel are satisfied           | 187 |   | as Managers under this Agreement an annual a daily management | 244 |
| and that they, or such other entity as may be appointed by them               | 188 |   | fee as stated in Box 15 which shall be payable by equal | 245 |
| and identified to the Managers, shall be deemed to be the                     | 189 |   | monthly instalments in advance, the first instalment being | 246 |
| "Company" as defined by the ISM Code assuming the responsibility              | 190 |   | payable on the commencement of this Agreement (see Clause | 247 |
| for the operation of the Vessel and taking over the duties and                | 191 |   | 2 and Box 4) and subsequent instalments being payable every | 248 |
|                                                                          |   |   | month. | 249 |

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| PART II"SHIPMAN 98" Standard Ship Management Agreement                            |
|-----------------------------------------------------------------------------------|
|                                                                              |   |   |   |   |
| 8.1  (b)  The Owners shall place with the Manager for the duration |   |   |   |   |
| of this Agreement an amount equal to one month of                                 |   |   | less than three months before the anniversary date of the | 291 |
| management fee stated in Box 15 as security.                                      |   |   | commencement of this Agreement (see Clause 2 and Box 4). | 292 |
|                                                                              |   |   | 9.2  The Owners shall indicate to the Managers their acceptance | 293 |
| Upon termination of this Agreement, all moneys remaining                          |   |   | and approval of the annual budget within one month of | 294 |
| within the security or any portion thereof, if the amounts due to                 |   |   | presentation and in the absence of any such indication the | 295 |
| the Manager pursuant with the obligations set forth in the                        |   |   | Managers shall be entitled to assume that the Owners have | 296 |
| management agreement and their addenda (if any) is less than                      |   |   | accepted the proposed budget. | 297 |
| the security amount paid as per above shall be returned to the                    |   |   | 9.3  The Owner shall place with the Manager for the duration of |   |
| Owner subject to the terms and conditions of this agreement. It                   |   |   | this Agreement an amount equal to one month running |   |
| is being understood that in event of default from the part of the                 |   |   | expenses as working capital reserve. For calculation purposes |   |
| Owner is forfeited in favor of the Manager without prejudice to                   |   |   | the reserve will be based on the agreed budgeted daily average |   |
| any rights which the Manager may have against the Owner in                        |   |   | cost as per the respective management agreement. Upon |   |
| law or in equity.                                                                 |   |   | termination of this Agreement all moneys remaining within the |   |
| 8.2  The management fee shall be subject to an annual a review          | 250 |   | working capital reserve shall be returned to the Owner subject |   |
| on the anniversary date of the Agreement and for each calendar                    | 251 |   | to the terms and conditions of this agreement. Following the |   |
| year and will be automatically adjusted to the Greek CPI index                    |   |   | agreement of the budget, the Managers shall |   |
| for the previous year.  It is understood that any such increase         |   |   | prepare and present to the Owners their estimate of the working | 299 |
| will not be less than 3% and more than 5%. The proposed                           |   |   | capital requirement of the Vessel and the Managers shall each | 300 |
| fee shall be presented in the annual budget referred to in sub-                   | 252 |   | month up-date this estimate. Based thereon, the Managers shall | 301 |
| clause 9.1 clause 9.1.                                                            | 253 |   | each month request the Owners in writing for the funds required | 302 |
| 8.3  The Managers shall, at no extra cost to the Owners, provide        | 254 |   | to run the Vessel for the ensuing month, including the payment | 303 |
| their own office accommodation, office staff, facilities and                      | 255 |   | of any occasional or extraordinary item of expenditure, such as | 304 |
| stationery. Without limiting the generality of Clause 7 the Owners                | 256 |   | emergency repair costs, additional insurance premiums, bunkers | 305 |
| shall reimburse the Managers for postage and communication                        | 257 |   | or provisions. Such funds shall be received by the Managers | 306 |
| expenses, travelling expenses, and other out of pocket                            | 258 |   | within ten running days after the receipt by the Owners of the | 307 |
| expenses properly incurred by the Managers in pursuance of                        | 259 |   | Managers' written request and shall be held to the credit of the | 308 |
| the Management Services.                                                          | 260 |   | Owners in a separate bank account. | 309 |
| 8.4  In the event of the appointment of the Managers being                   | 261 |   | 9.4  The Managers shall produce a comparison between | 310 |
| terminated for any reason other than Clause 19.2 by the Owners                    | 262 |   | budgeted and actual income and expenditure of the Vessel in | 311 |
| Or the Managers in accordance with                                                |   |   | such form as required by the Owners monthly on a yearly basis or | 312 |
| the provisions of Clauses 17 and 18 other than by reason of                       | 263 |   | at such other |   |
| default by the Managers, or if the Vessel is lost, sold or otherwise              | 264 |   | intervals as mutually agreed. | 313 |
| disposed of, the "management fee" shall be payable to the Managers                | 265 |   | 9.5  Notwithstanding anything contained herein to the contrary, | 314 |
| according to the provisions of sub-clause 8.1. shall continue to                  | 266 |   | the Managers shall in no circumstances be required to use or | 315 |
| be payable for a further period of three (3) calendar months as                   | 267 |   | commit their own funds to finance the provision of the | 316 |
| from the termination date. In addition, provided that the                         | 268 |   | Management Services. | 317 |
| Managers provide Crew for the Vessel in accordance with sub-                      | 269 |   |   |   |
| clause 3.1:                                                                       | 270 |   | 10.  Managers' Right to Sub-Contract | 318 |
| (i)  the Owners shall continue to pay Crew Support Costs during              | 271 |   | The Managers shall not have the right to sub-contract any of | 319 |
| the said further period of three (3) calendar months and                          | 272 |   | their obligations hereunder, including those mentioned in sub- | 320 |
| (ii)  the Owners shall pay an equitable proportion of any                    | 273 |   | clause 3.1, without the prior written consent of the Owners which | 321 |
| Severance Costs which may materialize, not exceeding                              | 274 |   | shall not be unreasonably withheld. In the event of such a sub- | 322 |
| the amount stated in Box 16.                                                      | 275 |   | contract the Managers shall remain fully liable for the due | 323 |
| 8.5  If the Owners decide to lay-up the Vessel whilst this              | 276 |   | performance of their obligations under this Agreement. | 324 |
| Agreement remains in force and such lay-up lasts for more                         | 277 |   |   |   |
| than three months, an appropriate reduction of the management                     | 278 |   | 11.  Responsibilities | 325 |
| fee for the period exceeding three months until one month                         | 279 |   | 11.1  Force Majeure - Neither the Owners nor the Managers | 326 |
| before the Vessel is again put into service shall be mutually                     | 280 |   | shall be under any liability for any failure to perform any of their | 327 |
| agreed between the parties.                                                       | 281 |   | obligations hereunder by reason of any cause whatsoever of | 328 |
| 8.6  Unless otherwise agreed in writing all discounts and               | 282 |   | any nature or kind beyond their reasonable control. For the | 329 |
| commissions obtained by the Managers in the course of the                         | 283 |   | avoidance of any doubt financial force majeure does not apply. |   |
| management of the Vessel shall be credited to the Owners. For the                 | 284 |   | 11.2  Liability to Owners - (i)  Without prejudice to sub-clause | 330 |
| avoidance of any doubt, it is understood that insurance is                        |   |   | 11.1 the Managers shall be under no liability whatsoever to the | 331 |
| charged on a gross rate basis.                                                    |   |   | Owners for any loss, damage, delay or expense of whatsoever | 332 |
| 8.7  In case of vessels under construction, no management fee           |   |   | nature, whether direct or indirect, (including but not limited to | 333 |
| will be charged by the Managers until the vessel's delivery to                    |   |   | loss of profit arising out of or in connection with detention of or | 334 |
| the Owners. However, in case Owners instruct the Managers to                      |   |   | delay to the Vessel) and howsoever arising in the course of | 335 |
| supervise vessels under construction as per Clause 3.2(vi) then                   |   |   | performance of the Management Services UNLESS same is | 336 |
| the Managers will be due an upfront fee equal to 10% of the                       |   |   | proved to have resulted solely from the negligence, gross | 337 |
| budget approved by the Owners. Such fee, will be payable in                       |   |   | negligence or wilful default of the Managers or their employees, | 338 |
| USD. For the avoidance of any doubt the rest of the paragraphs                    |   |   | or agents or sub-contractors employed by them in connection | 339 |
| of Clause 8 to remain in force.                                                   |   |   | with the Vessel, in which case (save where loss, damage, delay | 340 |
|                                                                              |   |   | or expense has resulted from the Managers' personal act or | 341 |
| 9. Budgets and Management of Funds                                                | 285 |   | omission committed with the intent to cause same or recklessly | 342 |
| 9.1 On or before November 30 of each calendar year Tthe                           | 286 |   | and with knowledge that such loss, damage, delay or expense | 343 |
| Managers shall present to the Owners annually a                                   |   |   | would probably result) the Managers' liability for each incident | 344 |
| budget (see Annex "C") for the following twelve months next                       | 287 |   | or series of incidents giving rise to a claim or claims shall never | 345 |
| calendar year in such form as the                                                 |   |   | exceed a total of ten times the annual management fee payable | 346 |
| Owners reasonably require. The budget for the fiscal year hereof is               | 288 |   | hereunder. | 347 |
| set out                                                                           |   |   | (ii)  Notwithstanding anything that may appear to the contrary in | 348 |
| in Annex "C" hereto. Subsequent annual budgets shall be                           | 289 |   | this Agreement, the Managers shall not be liable for any of the | 349 |
| prepared by the Managers and submitted to the Owners not                          | 290 |   |   |   |

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| PART II"SHIPMAN 98" Standard Ship Management Agreement                |   |
|-----------------------------------------------------------------------|--------|
|                                                                  |   |   |   |   |
| actions of the Crew, even if such actions are negligent, grossly      | 350    |   | 14.  Auditing | 416 |
| negligent or wilful, except only to the extent that they are shown    | 351    |   | The Managers shall at all times maintain and keep true and | 417 |
| to have resulted from a failure by the Managers to discharge          | 352    |   | correct accounts in accordance with sound accounting practice | 418 |
| their obligations under sub-clause 3.1, in which case their liability | 353    |   | and an adequate and effective system of internal controls and |   |
| shall be limited in accordance with the terms of this Clause 11.      | 354    |   | procedures and shall make the same available for permit the |   |
| 11.3  Indemnity - Except to the extent and solely for the amount | 355    |   | inspection |   |
| therein set out that the Managers would be liable under sub-          | 356    |   | and auditing by the Owners and their Auditors at such times as | 419 |
| clause 11.2, the Owners hereby undertake to keep the Managers         | 357    |   | may be mutually |   |
| and their employees, agents and sub-contractors indemnified           | 358    |   | agreed. On the termination, for whatever reasons, of this | 420 |
| and to hold them harmless against all actions, proceedings,           | 359    |   | Agreement, the Managers shall release to the Owners, if so | 421 |
| claims, demands or liabilities whatsoever or howsoever arising        | 360    |   | requested, the originals where possible, or otherwise certified | 422 |
| which may be brought against them or incurred or suffered by          | 361    |   | copies, of all such accounts and all documents specifically relating | 423 |
| them arising out of or in connection with the performance of the      | 362    |   | to the Vessel and her operation. |   |
| Agreement, and against and in respect of all costs, losses,           | 363    |   |   |   |
| damages and expenses (including legal costs and expenses on           | 364    |   | 15.  lnspection of Vessel | 425 |
| a full indemnity basis) which the Managers may suffer or incur        | 365    |   | The Owners shall have the right at any time after giving | 426 |
| (either directly or indirectly) in the course of the performance of   | 366    |   | reasonable notice to the Managers to inspect the Vessel for any | 427 |
| this Agreement.                                                       | 367    |   | reason they consider necessary. | 428 |
| 11.4  "Himalaya" - It is hereby expressly agreed that no         | 368    |   |   |   |
| employee or agent of the Managers (including every sub-               | 369    |   | 16.  Compliance with Laws and Regulations | 429 |
| contractor from time to time employed by the Managers) shall in       | 370    |   | The Managers will not do or permit to be done anything which | 430 |
| any circumstances whatsoever be under any liability whatsoever        | 371    |   | might cause any breach or infringement of the laws and | 431 |
| to the Owners for any loss, damage or delay of whatsoever kind        | 372    |   | regulations of the Vessel's flag, or of the places where she trades. | 432 |
| arising or resulting directly or indirectly from any act, neglect or  | 373    |   |   |   |
| default on his part while acting in the course of or in connection    | 374    |   | 17.  Duration of the Agreement | 433 |
| with his employment and, without prejudice to the generality of       | 375    |   | This Agreement shall come into effect on the day and year stated | 434 |
| the foregoing provisions in this Clause 11, every exemption,          | 376    |   | in Box 4 and shall continue until the date stated in Box 17. | 435 |
| limitation, condition and liberty herein contained and every right,   | 377    |   | Thereafter it shall automatically renew for a five-year period and | 436 |
| exemption from liability, defence and immunity of whatsoever          | 378    |   | shall thereafter be extended in additional five-year increments if |   |
| nature applicable to the Managers or to which the Managers are        | 379    |   | notice of termination is not provided by the Owners in the fourth |   |
| entitled hereunder shall also be available and shall extend to        | 380    |   | quarter of the year immediately preceding the end of the |   |
| protect every such employee or agent of the Managers acting           | 381    |   | respective term, continue until terminated by either party giving |   |
| as aforesaid and for the purpose of all the foregoing provisions      | 382    |   | to the other notice in writing, in which event the Agreement shall | 437 |
| of this Clause 11 the Managers are or shall be deemed to be           | 383    |   | terminate upon the expiration of a period of two months from the | 438 |
| acting as agent or trustee on behalf of and for the benefit of all    | 384    |   | date upon which such notice was given. | 439 |
| persons who are or might be their servants or agents from time        | 385    |   |   |   |
| to time (including sub-contractors as aforesaid) and all such         | 386    |   | 18.  Termination | 440 |
| persons shall to this extent be or be deemed to be parties to this    | 387    |   | 18.1 Owners' Default | 441 |
| Agreement.                                                            | 388    |   | (i)  The Managers shall be entitled to terminate the Agreement | 442 |
|                                                                  |   |   | with immediate effect by notice in writing if any moneys | 443 |
| 12.  Documentation                                               | 389    |   | payable by the Owners under this Agreement and/or the | 444 |
| Where the Managers are providing Technical Management in              | 390    |   | Owners of any associated vessel, details of which are listed | 445 |
| accordance with sub-clause 3.2 and/or Crew Management in              | 391    |   | in Annex "D", shall not have been received in the Managers' | 446 |
| accordance with sub-clause 3.1, they shall make available,            | 392    |   | nominated account within ten (10) running days of receipt by | 447 |
| upon Owners' request, all documentation and records related           | 393    |   | the Owners of the Managers written request or if the Vessel | 448 |
| to the Safety Management System (SMS) and/or the Crew                 | 394    |   | is repossessed by the Mortgagees. | 449 |
| which the Managers need in order to demonstrate compliance            | 395    |   | (ii)  If the Owners: | 450 |
| with the ISM Code and STCW 95 or to defend a claim against            | 396    |   |      (a)  fail to meet their obligations under sub-clauses 5.2 | 451 |
| a third party.                                                        | 397    |   | and 5.3 of this Agreement for any reason within their | 452 |
|                                                                  |   |   | control, or | 453 |
| 13.  General Administration                                      | 398    |   |      (b)  proceed with the employment of or continue to employ | 454 |
| 13.1  The Managers shall handle and settle all claims arising    | 399    |   | the Vessel in the carriage of contraband, blockade | 455 |
| out of the Management Services hereunder and keep the Owners          | 400    |   | running, or in an unlawful trade, or on a voyage which | 456 |
| informed regarding any incident of which the Managers become          | 401    |   | in the reasonable opinion of the Managers is unduly | 457 |
| aware which gives or may give rise to claims or disputes involving    | 402    |   | hazardous or improper, | 458 |
| third parties.                                                        | 403    |   | the Managers may give notice of the default to the Owners, | 459 |
| 13.2  The Managers shall, as instructed by the Owners, bring     | 404    |   | requiring them to remedy it as soon as practically possible. | 460 |
| or defend actions, suits or proceedings in connection with matters    | 405    |   | In the event that the Owners fail to remedy it within a | 461 |
| entrusted to the Managers according to this Agreement.                | 406    |   | reasonable time to the satisfaction of the Managers, the | 462 |
| 13.3  The Managers shall also have power to obtain legal or      | 407    |   | Managers shall be entitled to terminate the Agreement | 463 |
| technical or other outside expert advice in relation to the handling  | 408    |   | with immediate effect by notice in writing. | 464 |
| and settlement of claims and disputes or all other matters            | 409    |   | 18.2Managers' Default | 465 |
| affecting the interests of the Owners in respect of the Vessel.       | 410    |   | If the Managers fail to meet their obligations under Clauses 3 | 466 |
| 13.4 The Owners shall arrange for the provision of any                | 411    |   | and 4 of this Agreement for any reason within the control of the | 467 |
| necessary guarantee bond or other security.                           | 412    |   | Managers, the Owners may give notice to the Managers of the | 468 |
| 13.5 Any costs reasonably incurred by the Managers in                 | 413    |   | default, requiring them to remedy it as soon as practically | 469 |
| carrying out their obligations according to Clause 13 shall be        | 414    |   | possible. In the event that the Managers fail to remedy it within a | 470 |
| reimbursed by the Owners.                                             | 415    |   | reasonable time to the satisfaction of the Owners, the Owners | 471 |
|                                                                  |   |   | shall be entitled to terminate the Agreement with immediate effect | 472 |
|                                                                  |   |   | by notice in writing. | 473 |

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| PART II"SHIPMAN 98" Standard Ship Management Agreement                    |
|---------------------------------------------------------------------------|
|                                                                      |   |   |   |   |
| 18.3  Extraordinary Termination                                 | 474 |   | party requiring the other party to appoint its own arbitrator | 516 |
| This Agreement shall be deemed to be terminated in the case of            | 475 |   | within 14 calendar days of that notice and stating that it will | 517 |
| the sale of the Vessel or if the Vessel becomes a total loss or is        | 476 |   | appoint its arbitrator as sole arbitrator unless the other party | 518 |
| declared as a constructive or compromised or arranged total               | 477 |   | appoints its own arbitrator and gives notice that it has done | 519 |
| loss or is requisitioned.                                                 | 478 |   | so within the 14 days specified. If the other party does not | 520 |
| 18.4  For the purpose of sub-clause 18.3 hereof                 | 479 |   | appoint its own arbitrator and give notice that it has done so | 521 |
| (i)  the date upon which the Vessel is to be treated as having       | 480 |   | within the 14 days specified, the party referring a dispute to | 522 |
| been sold or otherwise disposed of shall be the date on                   | 481 |   | arbitration may, without the requirement of any further prior | 523 |
| which the Owners cease to be registered as Owners of                      | 482 |   | notice to the other party, appoint its arbitrator as sole | 524 |
| the Vessel;                                                               | 483 |   | arbitrator and shall advise the other party accordingly. The | 525 |
| (ii)  the Vessel shall not be deemed to be lost unless either        | 484 |   | award of a sole arbitrator shall be binding on both parties | 526 |
| she has become an actual total loss or agreement has                      | 485 |   | as if he had been appointed by agreement. | 527 |
| been reached with her underwriters in respect of her                      | 486 |   | Nothing herein shall prevent the parties agreeing in writing | 528 |
| constructive, compromised or arranged total loss or if such               | 487 |   | to vary these provisions to provide for the appointment of a | 529 |
| agreement with her underwriters is not reached it is                      | 484 |   | sole arbitrator. | 530 |
| adjudged by a competent tribunal that a constructive loss                 | 489 |   | In cases where neither the claim nor any counterclaim | 531 |
| of the Vessel has occurred.                                               | 490 |   | exceeds the sum of USD50.000 (or such other sum as the | 532 |
| 18.5  This Agreement shall terminate forthwith in the event of  | 491 |   | parties may agree) the arbitration shall be conducted in | 533 |
| an order being made or resolution passed for the winding up,              | 492 |   | accordance with the LMAA Small Claims Procedure current | 534 |
| dissolution, liquidation or bankruptcy of either party (otherwise         | 493 |   | at the time when the arbitration proceedings are commenced. | 535 |
| than for the purpose of reconstruction or amalgamation) or if a           | 494 |   | 19.2  This Agreement shall be governed by and construed | 536 |
| receiver is appointed, or if it suspends payment, ceases to carry         | 495 |   | in accordance with Title 9 of the United States Code and | 537 |
| on business or makes any special arrangement or composition               | 496 |   | the Maritime Law of the United States and any dispute | 538 |
| with its creditors.                                                       | 497 |   | arising out of or in connection with this Agreement shall be | 539 |
| 18.6  The termination of this Agreement shall be without        | 498 |   | referred to three persons at New York, one to be appointed | 540 |
| prejudice to all rights accrued due between the parties prior to          | 499 |   | by each of the parties hereto, and the third by the two so | 541 |
| the date of termination.                                                  | 500 |   | chosen; their decision or that of any two of them shall be | 542 |
|                                                                      |   |   | final, and for the purposes of enforcing any award, | 543 |
| 18.7  Termination After Change of Control                       |   |   | judgement may be entered on an award by any court of | 544 |
| This Agreement will terminate automatically immediately after a           |   |   | competent jurisdiction. The proceedings shall be conducted | 545 |
| chnage of control (as defined below) of the Owners and/or of              |   |   | in accordance with the rules of the Society of Maritime | 546 |
| the Owners' ultimate parent.  Upon such termination, the Owners |   |   | Arbitrators, Inc. | 547 |
| will be required to pay the Manager the Termination Payment in            |   |   | In cases where neither the claim nor any counterclaim | 548 |
| a single installment.                                                     |   |   | exceeds the sum of USD50,000 (or such other sum as the | 549 |
| For the purposes of this Agreement "Change of Control" means              |   |   | parties may agree) the arbitration shall be conducted in | 550 |
| the occurrence of any of the following:                                   |   |   | accordance with the Shortened Arbitration Procedure of the | 551 |
|                                                                      |   |   | Society of Maritime Arbitrators, Inc. current at the time when | 552 |
| (i)  The acquisition by any individual, entity or group of           |   |   | the arbitration proceedings are commenced. | 553 |
| beneficial ownership of fifty (50) percent (%) or more of either          |   |   | 19.3  This Agreement shall be governed by and construed | 554 |
| (A) the then-outstanding shares of stock of the Owners and/or             |   |   | in accordance with the laws of the place mutually agreed by | 555 |
| the Owners' ultimate parent or (B) the combined voting power of           |   |   | the parties and any dispute arising out of or in connection | 556 |
| the then-outstanding voting securities of the Owners and/or the           |   |   | with this Agreement shall be referred to arbitration at a | 557 |
| Owners' ultimate parent entitled to vote generally in the election        |   |   | mutually agreed place, subject to the procedures applicable | 558 |
| of directors;                                                             |   |   | there. | 559 |
| (ii)  The consumation of a reorganization, merger or            |   |   | 19.4  If Box 18 in Part I is not appropriately filled in, sub- | 560 |
| consolidation of the Owners and/or the Owners' ultimate parent            |   |   | clause 19.1 of this Clause shall apply. | 561 |
| or the sole or other disposition of all or substantially all of the       |   |   |   |   |
| assets of the Owners and/or the Owners' ultimate parent;                  |   |   | Note:  19.1, 19.2 and 19.3 are alternatives; indicate | 562 |
| (iii)  The approval by the shareholders of the Owners and/or the     |   |   | alternative agreed in Box 18. | 563 |
| Owners' ultimate parent of a complete liquidation or dissolution          |   |   |   |   |
| of the Owners and/or the Owners' ultimate parent                          |   |   | 20.  Notices | 564 |
|                                                                      |   |   | 20.1  Any notice to be given by either party to the other | 565 |
| Further, for the purpose of this Agreement "Termination                   |   |   | party shall be in writing and may be sent by fax, telex, | 566 |
| Payment" means a payment to be received by the Manager in                 |   |   | registered or recorded mail or by personal service. | 567 |
| the event of Change of Control. Such payment shall be equal to            |   |   | 20.2  The address of the Parties for service of such | 568 |
| the estimated remaining fees payable to the Manager under the             |   |   | communication shall be as stated in Boxes 19 and 20, | 569 |
| then current term of the agreement but in any case shall not be           |   |   | respectively. | 570 |
| less than for a period of thirty-six (36) months and not more             |   |   |   |   |
| than a period of forty-eight (48) months.                                 |   |   | 21.  Other Fees |   |
|                                                                      |   |   | 21.1  Incentive Fee |   |
| 19.  Law and Arbitration                                        | 501 |   | At their sole discretion the Owners on an annual basis in order |   |
| 19.1  This Agreement shall be governed by and construed in      | 502 |   | to provide the Managers with a performance incentive, may |   |
| accordance with English law and any dispute arising out of or             | 503 |   | make a payment to the Managers of an incentive fee in addition |   |
| in connection with this Agreement shall be referred to arbitration        | 504 |   | to the management fee. |   |
| in London in accordance with the Arbitration Act 1996 or                  | 505 |   | 21.2  Chartering |   |
| any statutory modification or re-enactment thereof save to                | 506 |   | One and a quarter per cent (1.25%) of all monies earned by the |   |
| the extent necessary to give effect to the provisions of this             | 507 |   | Vessel. Such fee will be payable in USD. For the avoidance of |   |
| Clause.                                                                   | 508 |   | any doubt and regardless of Clause 8.5, chartering commissions |   |
| The arbitration shall be conducted in accordance with the                 | 509 |   | shall survive the termination of this agreement under all |   |
| London Maritime Arbitrators Association (LMAA) Terms                      | 510 |   | circumstances until the termination of the charter party in force |   |
| current at the time when the arbitration proceedings are                  | 511 |   | at the time or termination of any other employment arranged |   |
| commenced.                                                                | 512 |   | previous to the termination date. |   |
| The reference shall be to three arbitrators. A party wishing              | 513 |   | 21.3  Sale and Purchase |   |
| to refer a dispute to arbitration shall appoint its arbitrator            | 514 |   | One percent (1%) of any sale of the Vessel including 1% for the |   |
| and send notice of such appointment in writing to the other               | 515 |   | initial purchase of the Vessel, including vessels under |   |
|                                                                      |   |   | construction.  Such fee shall be payable in USD. |   |