About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a S-1/A SEC Filing, filed by TBS INTERNATIONAL LTD on 4/19/2005.
Next Section Next Section Previous Section Previous Section
TBS INTERNATIONAL LTD - S-1/A - 20050419 - EXHIBIT_10



-----------------------------------------------

1. Shipbroker



                                                  THE BALTIC AND INTERNATIONAL MARITIME
                                                  COUNCIL
                                                  (BIMCO)
                                                  STANDARD BAREBOAT CHARTER
               Fearnley Finans, Oslo              CODE NAME: "BARECON 89"                             PART I
                                                  ----------------------------------------------------------
                                                  2. Place and date

------------------------------------------------------------------------------------------------------------
3. Owners/Place of business                       4. Bareboat charterers (Charterers)/Place of business

                Arkadia Shipping Inc.                                     [CHARTERER]
                  80, Broad Street                                           Majuro
                      Monrovia                                          Marshall Islands
                      Liberia                               whose performance will be guaranteed by
                                                                     TBS International Ltd.
------------------------------------------------------------------------------------------------------------
5. Vessel's name, Call Sign and Flag (Cl. 9(c))

------------------------------------------------------------------------------------------------------------
6. Type of Vessel                                 7. GRT/NRT
Tweendecker
------------------------------------------------------------------------------------------------------------
8. When/Where built                               9. Total DWT (abt) in metric tons on summer freeboard

------------------------------------------------------------------------------------------------------------
10. Class (Cl. 9)                                 11. Date of last special survey by the Vessel's
                                                  classification society


------------------------------------------------------------------------------------------------------------
12. Further particulars of Vessel (also indicate minimum number of months' validity of class
certificates agreed acc. to Cl. 14)

(see Clause 14)
------------------------------------------------------------------------------------------------------------
13. Port or Place of delivery (Cl. 2)             14. Time for delivery (Cl. 3)  15. Cancelling date (Cl. 4)
                                                  See Clause 27                  See Clause 27
            See Clause 27                         ----------------------------------------------------------


                                                  16. Port or Place of redelivery (Cl. 14)

------------------------------------------------------------------------------------------------------------
17. Running days' notice if other than stated     18. Frequency of dry-docking if other than stated in
in Cl. 3                                          Cl. 9(f)


See Clause 27
------------------------------------------------------------------------------------------------------------
19. Trading Limits (Cl. 5)

world-wide trading within I.W.L., but excluding war and war-like areas and U.S. sanctioned countries. The
Charterers have the option to break I.W.L. and to enter areas for which war risk underwriters require
additional premium, with Charterers providing Owners with prior notice of their intention to do so.

See Clause 24

Vessel not to trade in ice or follow ice-breakers. Vessel not to trade Cuba during last six months of the
Charter, except under license granted by the United States of America Government.
------------------------------------------------------------------------------------------------------------


20. Charter period                                21. Charter hire (Cl. 10)

------------------------------------------------------------------------------------------------------------
22. Rate of interest payable acc to Cl. 10(f)     23. Currency and method of payment (Cl. 10)
and, if applicable, acc. to PART IV
                                                  United States Dollars - wire transfer


------------------------------------------------------------------------------------------------------------


                                                                     (continued)




------------------------------------------------------------------------------------------------------------



24. Place of payment; also state beneficiary      25. Bank guarantee/bond (sum and place) (Cl. 22)
and bank account (Cl. 10)                         (optional)

Hamburg; Beneficiary: Arkadia Shipping Inc.            n/a
HSH Nordbank AG, Hamburg
Acct.-No. 1100150719
Swift: HSHNDEHH

------------------------------------------------------------------------------------------------------------
26. Mortgage(s), if any, (state whether Cl.       27. Insurance (marine and war risks) (state value acc. to
11(a) or (b) applies; if 11(b) applies state      Cl. 12(f) or, if applicable, acc. to Cl. 13(k)) (also
date of Deed(s) of Covenant and name of           state if Cl. 13 applies)
Mortgagee(s)/ Place of business) (Cl. 11)

                                                  Clause 12 to apply - See Clause 31
11b) Tripartite Agreement dated ....
Mortgagee: HSH Nordbank AG, Hamburg
------------------------------------------------------------------------------------------------------------
28. Additional insurance cover, if any, for       29. Additional insurance cover, if any, for Charterers'
Owners' account limited to (Cl. 12(b)) or, if     account limited to (Cl. 12(b)) or, if applicable, (Cl.
applicable, (Cl. 13(g))                           13(g))

     n/a                                               n/a
------------------------------------------------------------------------------------------------------------
30. Latent defects (only to be filled in if       31. War cancellation (indicate countries agreed) (Cl. 24)
period other than stated in Cl. 2)

     n/a                                               U.S.A., U.K., France, Germany, Russia, China
------------------------------------------------------------------------------------------------------------
32. Brokerage commission and to whom payable
(Cl. 25)

     tba
------------------------------------------------------------------------------------------------------------
33. Law and arbitration (state 26.1., 26.2., or   34. Number of additional clauses covering special
26.3. of Cl. 26 as agreed; if 26.3. agreed,       provisions, if agreed
also state place of arbitration) (Cl. 26)
                                                       Eleven (11)
     Clause 26.1
------------------------------------------------------------------------------------------------------------
35. Newbuilding Vessel (indicate with "yes" or    36. Name of place of Builders (only to be filled in if
"no" whether Part III applies) (optional)         Part III applies)

     no                                                n/a
------------------------------------------------------------------------------------------------------------
37. Vessel's Yard Building No. (only to be        38. Date of Building Contract (only to be filled in if
filled in if Part III applies)                    Part III applies)

     n/a                                               n/a
------------------------------------------------------------------------------------------------------------
39. Hire/Purchase agreement (indicate with        40. Bareboat Charter Registry (Indicate with "yes" or "no"
"yes" or "no" whether Part IV applies)            whether Part V applies) (optional)
(optional)

     no                                                yes
------------------------------------------------------------------------------------------------------------
41. Flag and Country of the Bareboat Charter      42. Country of the Underlying Registry (only to be filled

Registry (only to be filled in if Part V          in if Part V applies)
applies)

     Philippine                                        Liberia
------------------------------------------------------------------------------------------------------------

PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained
in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the
provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It
is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and shall only form
part of this Charter if expressly agreed and stated in Boxes 35, 39 and 40. If PART III and/or PART IV
and/or PART V apply, it is further mutually agreed that in the event of a conflict of conditions, the
provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the
extent of such conflict but no further.



------------------------------------------------------------------------------------------------------------
Signature (Owners)                                Signature (Charterers)

     Arkadia Shipping Inc.                             [CHARTERER]
------------------------------------------------------------------------------------------------------------





1.   DEFINITIONS

     In this Charter, the following terms shall have the meanings hereby
     assigned to them:

     "The Owners" shall mean the person or company registered as Owners of the
     Vessel.

     "The Charterers" shall mean the Bareboat charterers and shall not be
     construed to mean a time charterer or a voyage charterer.

2.   DELIVERY SEE CLAUSE 27

5.   TRADING LIMITS

     The Vessel shall be employed in lawful trades for the carriage of suitable
     lawful merchandise within the trading limits indicated in Box 19.

     The Charterers undertake not to employ the Vessel or suffer the Vessel to
     be employed otherwise than in conformity with the terms of the instruments
     of insurance (including any warranties expressed or implied therein) and
     with the provisions of the mortgage and the Tripartite Agreement without
     first obtaining the consent to such employment of the Insurers and
     complying with such requirements as to extra premium or otherwise as the
     Insurers may prescribe. If required, the Charterers shall keep the Owners
     and the Mortgagees advised of the intended employment of the Vessel.

     The Charterers also undertake not to employ the Vessel or suffer her
     employment in any trade or business which is forbidden by the law of any
     country to which the Vessel may sail or is otherwise illicit or in carrying
     illicit or prohibited goods or in any manner whatsoever which may render
     her liable to condemnation, destruction, seizure or confiscation.

     Notwithstanding any other provisions contained in this Charter it is agreed
     that nuclear fuels or radioactive products or waste are specifically
     excluded from the cargo permitted to be loaded or carried under this
     Charter. This exclusion does not apply to radio-isotopes used or intended
     to be used for any industrial, commercial, agricultural, medical or
     scientific purposes provided the Owners' prior approval has been obtained
     to loading thereof.

7.   INSPECTION

     Inspection - The Owners shall have the right at any time to inspect or
     survey the Vessel or instruct a duly authorised surveyor to carry out such
     survey on their behalf to ascertain the condition of the Vessel and satisfy
     themselves that the Vessel is being properly repaired and maintained.
     Inspection or survey in dry-dock shall be made only when the Vessel shall
     be in dry-dock for the Charterers' purpose. However, the Owners shall have
     the right to require the Vessel to be dry-docked for inspection if the
     Charterers are not docking her at normal classification intervals. The fees
     for such inspection or survey shall in the event of the Vessel being found
     to be in the condition provided in Clause 9 of this Charter be payable by
     the Owners and shall be paid by the Charterers only in the event of the
     Vessel being found to require repairs or maintenance in order to achieve
     the condition so provided. All time taken in respect of inspection, survey
     or repairs shall count as time on hire and shall form part of the Charter
     period.

     The Charterers shall also permit the Owners to inspect the Vessel's log
     books whenever requested and shall whenever required by the Owners furnish
     them with full information regarding any casualties or other accidents or
     damage to the Vessel. For the purpose of this Clause, the Charterers shall
     keep the Owners advised of the intended employment of the Vessel.



8.   INVENTORIES AND CONSUMABLE OIL AND STORES SEE CLAUSE 27

9.   MAINTENANCE AND OPERATION

     (a) The Vessel shall during the Charter period be in the full possession
     and at the absolute disposal for all purposes of the Charterers and under
     their complete control in every respect. The Charterers shall maintain the
     Vessel, her machinery, boilers, appurtenances and spare parts in a good
     state of repair, in efficient operating condition and in accordance with
     good commercial maintenance practice and, except as provided for in Clause
     13 (1), they shall keep the Vessel with unexpired classification of the
     class indicated in Box 10 and with other required certificates in force at
     all times. The Charterers to take immediate steps to have the necessary
     repairs done within a reasonable time OR AS PER CLASS RECOMMENDATIONS AND
     EXTENSION THERETO failing which the Owners shall have the right of
     withdrawing the Vessel from the service of the Charterers without noting
     any protest and without prejudice to any claim the Owners may otherwise
     have against the Charterers under the Charter. The Charterers are required
     to establish and maintain financial security or responsibility in respect
     of oil or other pollution damage as required by any government, including
     Federal, state or municipal or other division or authority thereof, to
     enable the Vessel, without penalty or charge, lawfully to enter, remain at,
     or leave any port, place, territorial or contiguous waters of any country,
     state or municipality in performance of this Charter without any delay.
     This obligation shall apply whether or not such requirements have been
     lawfully imposed by such government or division or authority thereof. The
     Charterers shall make and maintain all arrangements by bond or otherwise as
     may be necessary to satisfy such requirements at the Charterers' sole
     expense and the Charterers shall indemnify the Owners against all
     consequences whatsoever (including loss of time) for any failure or
     inability to do so.

     (b) The Charterers shall at their own expense and by their own procurement
     man, victual, navigate, operate, supply, fuel and repair the Vessel
     whenever required during the Charter period and they shall pay all charges
     and expenses of every kind and nature whatsoever incidental to their use
     and operation of the Vessel under this Charter, including any foreign
     general municipality and/or state taxes. The Master, officers and crew of
     the Vessel shall be the servants of the Charterers for all purposes
     whatsoever, even if for any reason appointed by the Owners.

     Charterers shall comply with the regulations regarding officers and crew in
     force in the country of the Vessel's flag or any other applicable law.

     (c) During the currency of this Charter, the Vessel shall retain her
     present name as indicated in Box 5 and shall remain under and fly the flag
     as indicated in Box 5. Provided, however, that the Charterers shall have
     the liberty to paint the Vessel in their own colours, install and display
     their funnel insignia and fly their own house flag. Painting and
     re-painting, instalment and re-instalment to be for the Charterers' account
     and time used thereby to count as time on hire.

     (d) The Charterers shall make no structural changes in the Vessel or
     changes in the machinery, boilers, appurtenances or spare parts thereof
     without in each instance first securing the Owners' approval thereof. If
     the Owners agree, the Charterers shall, if the Owners so require, restore
     the Vessel to its former condition before the termination of the Charter.

     (e) The Charterers shall have the use of all outfit, equipment, and
     appliances on board the Vessel at the time of delivery, provided the same
     or their substantial equivalent shall be returned to the Owners on
     redelivery in the same good order and condition as when received,



     ordinary wear and tear excepted. The Charterers shall from time to time
     during the Charter period replace such items of equipment as shall be so
     damaged or worn as to be unfit for use. The Charterers are to procure that
     all repairs to or replacement of any damaged, worn or lost parts or
     equipment be effected in such manner (both as regards workmanship and
     quality of materials) as not to diminish the value of the Vessel. The
     Charterers have the right to fit additional equipment at their expense and
     risk but the Charterers shall remove such equipment at the end of the
     period if requested by the Owners.

     Any equipment including radio equipment on hire on the Vessel at time of
     delivery shall be kept and maintained by the Charterers and the Charterers
     shall assume the obligations and liabilities of the Owners under any lease
     contracts in connection therewith and shall reimburse the Owners for all
     expenses incurred in connection therewith, also for any new equipment
     required in order to comply with radio regulations.

     (f) The Charterers shall dry-dock the Vessel and clean and paint her
     underwater parts whenever the same may be necessary, but not less than once
     in every eighteen calendar months after delivery unless otherwise agreed in
     Box 18.

10.  HIRE

     (a) The Charterers shall pay to the Owners for the hire of the Vessel at
     the lump sum per calendar month as indicated in Box 21 commencing on and
     from the date and hour of her delivery to the Charterers and at and after
     the agreed lump sum for any part of a month. Hire to continue until the
     date and hour when the Vessel is redelivered by the Charterers to her
     Owners.

     (b) Payment of Hire, except for the first and last month's Hire, if
     sub-clause (c) of this Clause is applicable, shall be made in cash without
     discount every month in advance on the first day of each month in the
     currency and in the manner indicated in Box 23 and at the place mentioned
     in Box 24.

     (c) Payment of Hire for the first and last month's Hire if less than a full
     month shall be calculated proportionally according to the number of days in
     the particular calendar month and advance payment to be effected
     accordingly.

     (d) SEE CLAUSE 30.

     (e) Time shall be of the essence in relation to payment of Hire hereunder.
     In default of payment beyond a period of seven GERMAN BANKING days, the
     Owners shall have the right to withdraw the Vessel from the service of the
     Charterers without noting any protest and without interference by any court
     or any other formality whatsoever, and shall, without prejudice to any
     other claim the Owners may otherwise have against the Charterers under the
     Charter, be entitled to damages in respect of all costs and losses incurred
     as a result of the Charterers' default and the ensuing withdrawal of the
     Vessel.

     (f) Any delay in payment of Hire shall entitle the Owners to an interest at
     the rate per annum as agreed in Box 22. If Box 22 has not been filled in
     the current market rate in the country where the Owners have their
     Principal Place of Business shall apply.

11.  MORTGAGE

          (b) The Vessel chartered under this Charter is financed by a mortgage
          according to the TRIPARTITE AGREEMENT annexed to this Charter and as
          stated in Box 26. By their counter-signature on the TRIPARTITE
          AGREEMENT, the Charterers undertake to have acquainted themselves with
          all terms, conditions and provisions of the said TRIPARTITE AGREEMENT.
          The Charterers undertake that they will comply with all such
          instructions or directions in



          regard to the employment, insurances, repairs and maintenance of the
          Vessel, etc., as laid down in the TRIPARTITE AGREEMENT or as may be
          directed from time to time during the currency of the Charter by the
          Mortgagee(s) in conformity with the TRIPARTITE AGREEMENT.

     (c) The Owners warrant that they have not effected any mortgage(s) other
     than stated in Box 26 and that they will not effect nay other mortgage(s)
     without prior consent of the Charterers.

12.  INSURANCE AND REPAIRS SEE CLAUSE 31

     (a) During the Charter period the Vessel shall be kept insured by the
     Charterers at their expense against marine, war and Protection and
     Indemnity risks in such form as the Owners shall in writing approve, which
     approval shall not be unreasonably withheld. Such marine war and P. and I.
     insurances shall be arranged by the Charterers to protect the interests of
     both the Owners and the Charterers and mortgagees (if any), and the
     Charterers shall be at liberty to protect under such insurances the
     interests of any managers they may appoint. All insurance policies shall be
     in the joint names of the Owners and the Charterers as their interests may
     appear.

     If the Charterers fail to arrange and keep any of the insurances provided
     for under the provisions of sub-clause (a) above in the manner described
     therein, the Owners shall notify the Charterers whereupon the Charterers
     shall rectify the position within seven running days, failing which Owners
     shall have the right to withdraw the Vessel from the service of the
     Charterers without prejudice to any claim the Owners may otherwise have
     against the Charterers.

     The Charterers shall, subject to the approval of the Owners and the
     Underwriters, effect all insured repairs and shall undertake settlement of
     all costs in connection with such repairs as well as insured charges,
     expenses and liabilities (reimbursement to be secured by the Charterers
     from the Underwriters) to the extent of coverage under the insurances
     herein provided for.

     The Charterers also to remain responsible for and to effect repairs and
     settlement of costs and expenses incurred thereby in respect of all other
     repairs not covered by the insurances and/or not exceeding any possible
     franchise(s) or deductibles provided for in the insurances.

     All time used for repairs under the provisions of sub-clause (a) of this
     Clause and for repairs of latent defects according to Clause 2 above
     including any deviation shall count as time on hire and shall form part of
     the Charter period.

     (b) If the conditions of the above insurances permit additional insurance
     to be placed by the parties, such cover shall be limited to the amount for
     each party set out in Box 28 and Box 29, respectively. The Owners or the
     Charterers as the case may be shall immediately furnish the other party
     with particulars of any additional insurance effected, including copies of
     any cover notes or policies and the written consent of the insurers of any
     such required insurance in any case where the consent of such Insurers is
     necessary.

     (c) Should the Vessel become an actual, constructive, compromised or agreed
     total loss under the insurances required under sub-clause (a) of Clause 12,
     all insurance payments for such loss shall be paid to the Mortgagee, if
     any, in the manner described in TRIPARTITE AGREEMENT dated December ___,
     2003 who shall distribute the moneys between themselves, the Owners and the
     Charterers according to their respective interests. The Charterers
     undertake to notify the Owners and the Mortgagee, if any, of any
     occurrences in consequence of which the Vessel is likely to become a Total
     Loss as defined in this Clause.



     (d) If the Vessel becomes an actual, constructive, compromised or agreed
     total loss under the insurances arranged by the Charterers in accordance
     with sub-clause (a) of this Clause, this Charter shall terminate as of the
     date of such loss.

     (e) The Owners shall upon the request of the Charterers, promptly execute
     such documents as may be required to enable the Charterers to abandon the
     Vessel to insurers and claim a constructive total loss.

     (f) For the purpose of insurance coverage against marine and war risks
     under the provisions of sub-clause (a) of this Clause, the value of the
     Vessel is the sum indicated in Box 27.

14.  REDELIVERY SEE CLAUSE 28.

     The Charterers shall at the expiration of the Charter period redeliver the
     Vessel at a safe and ice-free port or place as indicated in Box 16. The
     Charterers shall give the Owners not less than 90 (NINETY) running days'
     preliminary and not less than 14 days' definite notice of expected date,
     range of ports of redelivery or port or place of redelivery. Any changes
     thereafter in Vessel's position shall be notified immediately to the
     Owners.

     Should the Vessel be ordered on a voyage by which the Charter period may be
     exceeded the Charterers to have the use of the Vessel to enable them to
     complete the voyage, provided it could be reasonably calculated that the
     voyage would allow redelivery about the time fixed for the termination of
     the Charter.

     The Vessel shall be redelivered to the Owners in the same or as good
     structure, state, condition and class as that in which she was delivered,
     fair wear and tear not affecting class excepted.

     The Vessel upon redelivery shall have her survey cycles up to date and ALL
     class AND STATUTORY certificates valid for at least the number of months
     agreed in Box 12, WITHOUT ANY RESTRICTIONS, RECOMMENDATIONS,
     TIME-EXTENSIONS OR OVERDUE ITEMS.

15.  NON-LIEN AND INDEMNITY

     The Charterers will not suffer, nor permit to be continued, any lien or
     encumbrance incurred by them or their agents, which might have priority
     over the title and interest of the Owners in the Vessel.

     The Charterers further agree to fasten to the Vessel in THE MASTER'S OFFICE
     AND THE BRIDGE and to keep so fastened during the Charter period a notice
     reading as follows:

     "This Vessel is the property of (name of Owners). It is under charter to
     (name of Charterers) and by the terms of the Charter Party neither the
     Charterers nor the Master have any right, power or authority to create,
     incur or permit to be imposed on the Vessel any lien whatsoever."

     The Charterers shall indemnify and hold the Owners harmless against any
     lien of whatsoever nature arising upon the Vessel during the Charter period
     while she is under the control of the Charterers, and against any claims
     against the Owners arising out of or in relation to the operation of the
     Vessel by the Charterers. Should the Vessel be arrested by reason of claims
     or liens arising out of her operation hereunder by the Charterers, the
     Charterers shall at their own expense take all reasonable steps to secure
     that within a reasonable time the Vessel is released and at their own
     expense put up bail to secure release of the Vessel.



16.  LIEN

     The Owners to have a lien upon all cargoes, SUB-HIRES and sub-freights
     belonging to the Charterers and any Bill of Lading freight for all claims
     under this Charter, and the Charterers to have a lien on the Vessel for all
     moneys paid in advance and not earned.

17.  SALVAGE

     All salvage and towage performed by the Vessel shall be for the Charterers'
     benefit and the cost of repairing damage occasioned thereby shall be borne
     by the Charterers.

18.  WRECK REMOVAL

     In the event of the Vessel becoming a wreck or obstruction to navigation
     the Charterers shall indemnify the Owners against any sums whatsoever which
     the Owners shall become liable to pay and shall pay in consequence of the
     Vessel becoming a wreck or obstruction to navigation.

19.  GENERAL AVERAGE

     General Average, if any, shall be adjusted and SETTLED IN HAMBURG according
     to the York-Antwerp Rules 1974 or any subsequent modification thereof
     current at the time of the casualty.

     The Charter Hire not to contribute to General Average.

20.  ASSIGNMENT AND SUB-DEMISE

     The Charterers shall not assign this Charter nor sub-demise the Vessel
     EXCEPT AS PER THE BAREBOAT CHARTER PARTY WITH MESSRS. [SUB-CONTRACTOR]
     HAVING EXECUTED THE LETTER OF UNDERTAKING ATTACHED HERETO AS ANNEX 3.

21.  BILLS OF LADING

     The Charterers are to procure that all Bills of Lading issued for carriage
     of goods under this Charter shall contain a Paramount Clause incorporating
     any legislation relating to Carrier's liability for cargo compulsorily
     applicable in the trade; if no such legislation exists, the Bills of Lading
     shall incorporate the HAQUE-VISBY RULES. The Bills of Lading shall also
     contain the amended New Jason Clause and the Both-to-Blame Collision
     Clause. The Charterers agree to indemnify the Owners against all
     consequences or liabilities arising from the Master, officers or agents
     signing Bills of Lading or other documents.

23.  REQUISITION/ACQUISITION

     (a) In the event of the Requisition for Hire of the Vessel by any
     governmental or other competent authority (hereinafter referred to as
     "Requisition for Hire") irrespective of the date during the Charter period
     when "Requisition for Hire" may occur and irrespective of the length
     thereof and whether or not it be for an indefinite or a limited period of
     time, and irrespective of whether it may or will remain in force for the
     remainder of the Charter period, this Charter shall not be deemed thereby
     or thereupon to be frustrated or otherwise terminated and the Charterers
     shall continue to pay the stipulated hire in the manner provided by this
     Charter until the time when the Charter would have terminated pursuant to
     any of the provisions hereof always provided however that in the event of
     "Requisition for Hire" any Requisition Hire or compensation received or
     receivable by the Owners shall be payable to



     the Charterers during the remainder of the Charter period or the period of
     the "Requisition for Hire" whichever be the shorter.

     The Hire under this Charter shall be payable to the Owners from the same
     time as the Requisition Hire is payable to the Charterers.

     (b) In the event of the Owners being deprived of their ownership in the
     Vessel by any Compulsory Acquisition of the Vessel or requisition for title
     by any governmental or other competent authority (hereinafter referred to
     as "Compulsory Acquisition"), then, irrespective of the date during the
     Charter period when "Compulsory Acquisition" may occur, this Charter shall
     be deemed terminated as of the date of such "Compulsory Acquisition." IN
     CASE SUCH COMPULSORY ACQUISITION THE CHARTERERS SHALL REIMBURSE THE OWNERS
     FOR AN AMOUNT THAT THE COMPENSATION THAT THE OWNERS RECEIVE IS LESS THAN
     THE SUM THAT OWNERS/MORTGAGEES WOULD RECEIVE UPON APPLICATION OF THE
     SCHEDULE AND FORMULA SET FORTH IN CLAUSE 31.5 OF THIS CHARTER PARTY.

24.  WAR

     (a) The Vessel unless the consent of the Owners be first obtained not to be
     ordered nor continue to any place or on any voyage nor be used on any
     service which will bring her within a zone which IS DECLARED A WAR RISK
     AREA/ZONE BY THE INSTITUTE OF LONDON UNDERWRITERS OR is dangerous as the
     result of any actual or threatened act of war, war, hostilities, warlike
     operations, acts of piracy or of hostility or malicious damage against this
     or any other vessel or its cargo by any person, body or State whatsoever,
     revolution, civil war, civil commotion or the operation of international
     law, nor be exposed in any way to any risks or penalties whatsoever
     consequent upon the imposition of Sanctions, nor carry any goods that may
     in any way expose her to any risks of seizure, capture, penalties or any
     other interference of any kind whatsoever by the belligerent or fighting
     powers or parties or by any Government or Ruler.

     (b) The Vessel to have liberty to comply with any orders or directions as
     to departure, arrival, routes, ports of call, stoppages, destination,
     delivery or in any other wise whatsoever given by the Government of the
     nation under whose flag the Vessel sails or any other Government or any
     person (or body) acting or purporting to act with the authority of such
     Government or by any committee or person having under the terms of the war
     risks insurance on the Vessel the right to give any such orders or
     directions.

     (c) In the event of outbreak of war (whether there be a declaration of war
     or not) between any two or more of the countries as stated in Box 31, both
     the Owners and the Charterers shall have the right to cancel this Charter,
     whereupon the Charterers shall redeliver the Vessel to the Owners in
     accordance with Clause 14, if she has cargo on board after discharge
     thereof at destination, or if debarred under this Clause from reaching or
     entering it at a near open and safe port as directed by the Owners, or if
     she has no cargo on board, at the port at which she then is or if at sea at
     a near open and safe port as directed by the Owners. In all cases hire
     shall continue to be paid in accordance with clause 10 and except as
     aforesaid all other provisions of this Charter shall apply until
     redelivery.

26.  LAW AND ARBITRATION

     SEE CLAUSE 4 OF THE UMBRELLA AGREEMENT DATED DECEMBER 5, 2003



DEFINITIONS

For the purpose of this PART V, the following terms shall have the meanings
hereby assigned to them:

"The Bareboat Charter Registry" shall mean the registry of the State whose flag
the Vessel will fly during the period of the Bareboat Charter.

"The Underlying Registry" shall mean the registry of the State in which the
Owners of the Vessel are registered as Owners and to which jurisdiction and
control of the Vessel will revert upon termination of the Bareboat Charter
Registration.

MORTGAGE

The Vessel chartered under this Charter is financed by a mortgage and the
provisions of Clause 11(b) (Part II) shall apply.

TERMINATION OF CHARTER BY DEFAULT

If the Vessel chartered under this Charter is registered in a Bareboat Charter
Registry as stated in Box 41, and if the Owners shall default in the payment of
any amounts due under the mortgage(s) specified in Box 26, the Charterers shall,
if so required by the mortgagee, direct the Owners to re-register the Vessel in
the Underlying Registry as shown in Box 42.

In the event of the Vessel being deleted from the Bareboat Charter Registry as
stated in Box 41, due to a default by the Owners in the payment of any amounts
due under the mortgage(s), the Charterers shall have the right to terminate this
Charter forthwith and without prejudice to any other claim they may have against
the Owners under this Charter.



                                Table of Contents

                                                                            Page
                                                                            ----
Clause 27  The General Scheme..................................................1

Clause 28  Re-delivery.........................................................2

Clause 29  Charter-hire........................................................3

Clause 30  The Charter Party Period............................................4

Clause 31  Insurances..........................................................5

Clause 32  Registration of the Vessel and Costs................................6

Clause 33  The Charterers' Default.............................................7

Clause 34  The Owners' Default.................................................8

Clause 35  ISM/SOLAS...........................................................9

Clause 36  Purchase option.....................................................9

Clause 37  Nomination, Performance Guarantee and Service of Notices etc.......10



PART III - Rider Clauses 27 to 37

inclusive to Bareboat Charter Party dated December 5, 2003 between Arkadia
Shipping Inc. (the "Owners") and [CHARTERER] (the "Charterers")

In the event of conflict between any of the terms and conditions of Part III
hereof and any of the terms and conditions of Part I and/or Part II hereof the
terms and conditions of Part III shall prevail to the extent of such conflict.
Reference to this Charter Party includes the securities, exhibits provided
hereunder. In case of any discrepancy between this Charter Party and the said
securities and exhibits, the Mortgage and the Tripartite Agreement dated
December _, 2003 shall prevail over this Charter Party.

CLAUSE 27

The General Scheme

27.1. This Bareboat Charter Party is one element of a general scheme which
     includes the following main elements:

     o    Umbrella Agreement dated December 5, 2003

     o    Tripartite Agreement dated December __, 2003

     27.1.1. Memorandum of Agreement dated [DATE] between [SELLER] as Sellers
          and Arkadia Shipping Inc. as Buyers for the sale of the Vessel (the
          "MoA");

     27.1.2. The Vessel has been bareboat-chartered from the Owners to the
          Charterers as per the terms and conditions hereof.

27.2. As per Part I and Part II hereof the Charterers have during the Charter
     Party period as defined in Clause 30 hereof the disposal and control of the
     Vessel in every respect, limited only by the terms and conditions hereof.
     The Charterers shall pay all costs and expenses related to the navigation,
     manning, insurance, maintenance, classification and technical and
     commercial operation of the Vessel. Charterers have thus the full risk and
     liability in respect of these tasks generally and in particular and shall
     indemnify the Owners against all costs incurred and losses arising out of
     the Charterers' and any sub-charterers', managers' or agents' operation of
     the Vessel.

27.3. The Owners have bought this Vessel from the Charterers, as previous Owners
     of the Vessel, according to the MoA. Delivery under this Charter Party and
     the MoA shall take place simultaneously. The Vessel shall in every respect
     be delivered under this Charter Party in the same condition as Sellers
     deliver the Vessel under the MoA. As result to that, Owners are not liable
     for any defects which might exist at the time of delivery or occur at any
     time after the delivery under this Charter Party. If any defect should
     occur same to be repaired or caused to be repaired by Charterers at their
     cost and time. The Vessel will be delivered at a mutually agreed date
     within the cancelling date at such ports or places as the Vessel may be
     located on the agreed date. The Charterers hereby irrevocably and
     unconditionally undertake to accept the Vessel under this Bareboat Charter
     Party on the date and at the place and in the condition the Vessel is
     delivered


                                        1



     under the MoA and shall not be entitled to any right or argument
     whatsoever, to reject the Vessel under this Bareboat Charter. The
     aforementioned delivery and the delivery under this Bareboat Charter Party
     will be performed simultaneously in one closing with all the necessary
     documentation regarding thereto.

27.4. The Charterers acknowledge that no representations of fitness for purpose
     have been made, nor have any warranties express or implied been given by or
     on behalf of the Owners in relation to the Vessel (including her material,
     equipment, appurtenances and outfit), her design and specifications, and
     acknowledge thus that the Owners are free from any and all liabilities and
     risks for defects and deficiencies of the Vessel whatsoever and howsoever
     arising. Especially, the Charterers shall under no circumstances be
     entitled to claim any compensation from the Owners on account of any
     circumstances arising prior to delivery nor after the delivery (and no off
     hire shall be allowed) whether caused by non-delivery, delayed delivery or
     from any defects or deficiencies in the Vessel arising thereafter and
     expressly waive any claim thereto.

27.5. Prior to the delivery of the Vessel the Charterers are not allowed to
     cancel this Bareboat Charter Party. Charterers undertake forthwith to
     inform Owners of any defects on the Vessel observed by the Charterers and
     the Charterers undertake to use due diligence in respect of the observance
     of such defects or deficiencies.

27.6. If and as long as the Vessel by any reason whatsoever is not delivered to
     the Owners as "Buyers" under the MoA, the Owners are not obliged to deliver
     the Vessel to the Charterers under this Bareboat Charter. If by such
     non-delivery of the Vessel into this Bareboat Charter the Cancelling Date
     according to the MoA is exceeded, the Owners are entitled to cancel this
     Bareboat Charter Party, notwithstanding the right of the Owners to claim
     damages or other compensation from the Charterers or the Sellers under the
     MoA.

CLAUSE 28

Re-delivery

28.1. Owners shall have the right during the last three months of the Bareboat
     Charter to place a surveyor on board the Vessel to examine the Vessel's
     condition and to bring to Charterers' attention items which have to be made
     good before re-delivery of the Vessel.

     The Vessel shall be redelivered by the Charterers in such a state as
     required by Clause 14 hereof. All navigation, deck and machinery, equipment
     to be in good normal working condition. A joint survey shall be held in
     order to determine the works and/or repairs required to secure such a
     state. The Charterers shall remain liable to pay charter-hire until such
     works and/or repairs have been completed to the full satisfaction of the
     Owners in accordance with this Clause.

28.2. At the redelivery port or upon the Vessel's arrival at the redelivery
     port, Owners shall have the right to appoint at their expense a class
     approved diver to inspect the Vessel's under-water parts using class
     approved video equipment. Charterers and Owners will


                                        2



     arrange for a class surveyor to be in attendance on board the Vessel at the
     time of such diver's inspection. Representatives of Owners and Charterers
     may also attend.

     The diver's inspection to take place during daylight hours with access to
     the Vessel's bottom for max. six hours. If the port for delivery does not
     have sufficient visibility (as determined by the class approved diver)
     Charterers shall bring the Vessel outside the port-area and allow a diver's
     inspection to be carried out in visible water (as determined by the class
     approved diver).

     If such diver's inspection reveals any damage below the loadline which
     results in a class recommendation for immediate repair in dry-dock, then
     Charterers at their time and expense shall bring the Vessel to a suitable
     port with dry-docking facilities available and repair the damage to class'
     satisfaction.

     Owners shall have the right to attend and clean/paint Vessel's bottom and
     carry out minor maintenance work other than for Charterers' account at the
     Owners' risk and expense without interference of the Charterers' work.

     If Owners' works are not completed by the time Charterers have completed
     their works, Charterers shall have the right to tender redelivery notice
     and effect redelivery in dry-dock with all subsequent dry-dock expenses for
     Owners' account. If the Vessel is redelivered in dry-dock, Charterers will
     pay for her undocking and all expenses related thereto such as tugs,
     pilots, linehandlers etc.

28.3. However, if such recommendation(s) relating to underwater damages as
     determined by the class only call for repair later or at next scheduled
     drydock, then such damages shall be settled at the time of redelivery, by
     way of extra-payment from Charterers to Owners.

28.4. The Vessel shall be redelivered without any cargo onboard and with clean
     swept holds.

28.5. In the event that Charterers do not exercise their purchase options on the
     Vessels under Clause 36, on redelivery of the Vessel a complete inventory
     of the Vessel's entire equipment, outfit, appliances and call consumable
     stores on board the Vessel shall be made by Charterers in conjunction with
     the Owners. The Owners shall, at the time of redelivery, take over and pay
     for all bunkers and lubricating oil in the said Vessel at the then current
     market prices at the port of redelivery according to Platts Oilgram or
     Charterers' last net invoice whichever is the lower.

CLAUSE 29

Charter-hire and Multi-currency Clause

29.  Subject only to the Total Loss provisions of Clause 30 and early
     Termination of this Charter under the terms of this Charter Party, the
     Charterers' obligation to pay Hire in accordance with Clause 10 shall be
     absolute and unconditional and shall not be affected by, and (except as
     expressly provided in this Agreement) shall be irrespective of any
     contingency of any nature including (but not limited to):


                                        3



     29.1. any right of set-off, counterclaim, deduction or withholding, by
          reason of any cause or circumstance howsoever arising or occurring;

     29.2. the unavailability of the Vessel or any part thereof, for any reason,
          including, but not limited to, requisition for hire thereof, or any
          prohibition or interruption of or other restriction upon the Owners'
          use, operation or possession of the Vessel or its enjoyment by the
          Charterers, unless caused by or as a result of any claim against the
          Owners or any actions of the Owners by a third party, or any defect in
          the title, seaworthiness, satisfactory quality, fitness for any
          purpose, condition, design, or operation of any kind or nature of the
          Vessel, or the ineligibility of the Vessel for any particular use or
          trade, the absence or withdrawal of any permit, licence or
          authorisation required for the ownership, use operation or location of
          the Vessel;

     29.3 any insolvency, bankruptcy, administration, re-organisation,
          arrangement, re-adjustment of debt, dissolution, liquidation or
          similar proceedings by or of either Party hereto;

     29.4 any invalidity or unenforceability or lack of due authorisation of, or
          other defect in this Agreement or any particular provision hereof or
          thereof;

     29.5 any other cause of any nature whatsoever which but for this provision
          would or might have the effect of terminating or in any way affecting
          any obligation of the Charterers hereunder.

CLAUSE 30

The Charter Party Period

30.1. This Charter Party shall commence upon the date of actual delivery of the
     Vessel and end upon the expiry of 66 (Sixty Six) calendar months, subject
     to Charterers' exercise of purchase option as set forth in Clause 36 of
     this Bareboat Charter.

30.2. If the Vessel becomes a total, a constructive total or compromised total
     loss, this Charter Party shall terminate, and the Charter-hire due and
     payable hereunder shall cease for the remaining term hereof from the date
     of on which the insurance proceeds are paid out to the Mortgagee/the Owner.

30.3. "Total Loss" means actual or constructive or compromised or arranged total
     loss of the Vessel.

For the purposes of this Charter Party:

(i)  an actual Total Loss of the Vessel shall be deemed to have occurred at the
     actual date and time the Vessel was lost but, if the date of the Total Loss
     is unknown, then the actual Total Loss shall be deemed to have occurred on
     the date on which the Vessel was last reported;


                                        4



(ii) a constructive Total Loss shall be deemed to have occurred at the date and
     time at which notice of abandonment of the Vessel is given to the insurers
     of the Vessel (provided that a claim for Total Loss is admitted by such
     insurers) or, if such insurers do not forthwith admit such a claim, at the
     date and at the time at which either a Total Loss is subsequently admitted
     by the insurers or a Total Loss is subsequently admitted by a competent
     court of law or arbitration panel to have occurred; and

(iii) a compromised, agreed or arranged Total Loss shall be deemed to have
     occurred on the date of the relevant compromise, agreement or arrangement.

CLAUSE 31

Insurances

31.1. All Insurances which Charterers must arrange pursuant to the terms and
     conditions hereof are subject to the approval of the Owners and their
     Financiers in respect of the underwriters, values and terms which approval
     shall not be unreasonably withheld.

31.2. In addition to the insurances provided in Clause 12 the following
     insurances for the Vessel may be arranged by the Owners at the cost of the
     Charterers

     o    Mortgagee Interest Insurance/Additional Peril (Pollution) Insurance on
          terms and conditions acceptable to the Owners' financiers

     Without prejudice to Clause 12 the Owners may effect insurance cover at the
     costs of the Charterers if any whenever the insurances required under the
     terms of this Charter are not in place.

31.3. The Charterers shall sign the SCIA (Sea Carrier Initiative Agreement) with
     the U.S. Customs Authorities if the Vessel is employed in trades between
     USA and Caribbean/South America.

31.4. The above-mentioned Insurances do not restrict Owners' right to take out
     such other Insurances which they deem necessary in their sole discretion
     and for their own account, provided that the ordinary operation and
     business of the Vessel shall not be disturbed by such insurances.

31.5. All insurance proceeds payable from the actual or constructive total loss
     of the Vessel shall be payable to the Insurance Broker previously approved
     by the Mortgagee, Owners and Charterers, who shall distribute the proceeds
     as follows:

     The Insurance Broker will pay to the Mortgagee the sum to be determined in
     accordance with the following schedule, to be divided between the Mortgagee
     and the Owners, and to the Charterers any sums remaining after distribution
     to the Mortgagee:


                                        5





---------------------------------------------------------------------
MV "Cherokee Princess"   23,286 tdw   1990   IHI         USD 7.50 mio
---------------------------------------------------------------------
MV "Kickapoo Belle"      23,319 tdw   1987   Hakodate    USD 6.50 mio
---------------------------------------------------------------------
MV "Apache Maiden"       23,319 tdw   1987   Kurushima   USD 6.50 mio
---------------------------------------------------------------------
MV "Navajo Princess"     21,902 tdw   1987   Japan       USD 6.50 mio
---------------------------------------------------------------------
MV "Inca Maiden"         22,133 tdw   1986   Japan       USD 6.00 mio
---------------------------------------------------------------------
MV "Kiowa Princess"      19,762 tdw   1986   Uwajima     USD 5.50 mio
---------------------------------------------------------------------
MV "Seneca Maiden"       19,762 tdw   1986   Uwajima     USD 5.50 mio
---------------------------------------------------------------------


     For each ship there will be a deduction of USD 35,000.00 for every month,
     (i.e. USD 420,000.00 per year/per ship).

     For example, at the end, after 5.5 years = 66 months, the values are then:



---------------------------------------------------------------------
MV "Cherokee Princess"   23,286 tdw   1990   IHI         USD 5.19 mio
---------------------------------------------------------------------
MV "Kickapoo Belle"      23,319 tdw   1987   Hakodate    USD 4.19 mio
---------------------------------------------------------------------
MV "Apache Maiden"       23,319 tdw   1987   Kurushima   USD 4.19 mio
---------------------------------------------------------------------
MV "Navajo Princess"     21,902 tdw   1987   Japan       USD 4.19 mio
---------------------------------------------------------------------
MV "Inca Maiden"         22,133 tdw   1986   Japan       USD 3.69 mio
---------------------------------------------------------------------
MV "Kiowa Princess"      19,762 tdw   1986   Uwajima     USD 3.19 mio
---------------------------------------------------------------------
MV "Seneca Maiden"       19,762 tdw   1986   Uwajima     USD 3.19 mio
---------------------------------------------------------------------


31.6. Should a general average and/or particular average occur, the Insurance
     Broker will pay the proceeds of the adjustment from cargo interests and
     Underwriters to the Charterers directly.

CLAUSE 32

Registration of the Vessel and Costs

On delivery hereunder the Vessel shall be registered in the Registry of Liberia
in the name of the Owners and shall remain to be registered in said registry for
the term of the Charter.

All costs arising out of or related to registration of the Vessel in the Ships'
Registry of Liberia whether on a one time basis or periodically such as, but not
limited to, legal fees, stamp duties, registration fees, tonnage fees, dues and
disbursements now or during the Charter Party Period shall be borne by the
Owners and shall be paid by the Owners directly to the relevant authorities.
Liberian Registry costs in respect of mortgages shall be for the account of the
Owners.

The Charterers shall procure the registration of the Vessel in the Bareboat
Registry of the Republic of the Philippines. The registration will be in the
name of the Charterers' manning agent or the manning agents' subsidiary for flag
purposes only. Such entity shall be required to enter into an undertaking in the
form attached as Annex 3. The Charterers will procure that the registry of the
Republic of the Philippines will reflect that the Vessel is owned by the Owners,
that title is registered in the Liberian registry and that the mortgage
mentioned in Box 26 is registered on the Vessel in the Liberian registry. A
respective Certificate of Ownership and Encumbrance of the Philippine registry
will be provided to the Owners upon completion of the


                                        6



registration in the Philippine Bareboat Registry. A copy of such certificate
will be carried on board of the Vessel together with the ship's trading
certificates at all times. Any costs regarding the registration of the Vessel in
the Philippines' Bareboat Registry, including those fees charged by the Liberian
Registry in connection with such Bareboat Registration and the fees charged by
the Philippine Registry in respect of the endorsement of the Liberian title
registration and mortgage on the Philippine Registry shall be for the account of
the Charterers.

All legal, technical or other requirements related to or arising out of
operation of the Vessel shall be complied with and paid for by the Charterers in
any event, without recourse to the Owners.

For the purpose of the Charterers' registry into the Philippine flag, the Owners
are to provide as soon as possible after this Charter Party has been signed by
both parties, the following original documentation:

a.   Goodstanding Certificate for the Owners.

b.   Consent of the Owners in formal affidavit form to the bareboat sub-charter
     arrangement between [CHARTERER] and [SUB-CHARTERER], Philippines.

c.   Power of Attorney or Board Resolutions authorizing the person issuing the
     consent (per b. above) to act as such.

d.   Copy of valid certificate of registry.

e.   Certificate of liens, encumbrances and registered mortgages.

f.   Consent of the Liberian Registry to the bareboat charter registration or
     the vessel in the Philippines, the consent to indicate the registered
     owners, [CHARTERER] as charterers and [SUB-CHARTERER] as sub-charterer.

CLAUSE 33

The Charterers' Default

33.1. The Owners - without prejudice to any other or further-going claims the
     Owners may have against the Charterers as a consequence of the Charterers'
     Default and the ensuing withdrawal of the Vessel - shall be entitled to
     terminate this Bareboat Charter Party and withdraw the Vessel from the
     services of the Charterers in accordance with Clause 10 or in the event
     that the Charterers are in default of any of the following obligations or
     one of the following events apply ("Charterers' Default"):

     33.1.1. the Charterers do not pay insurance premiums or other payments when
          due provided such failure has not been remedied within seven running
          days from the Owners' notice to the Charterers requiring such.

     33.1.2. the Charterers are wound up, liquidated, taken under bankruptcy
          proceedings or otherwise dissolved or the Charterers cease to or
          threaten to cease to carry on their business.


                                        7



     33.1.3. the Vessel is arrested or otherwise detained for reasons, not
          solely attributable to the Owners without the Charterers having
          released the Vessel from such arrest within Thirty (30) days after the
          arrest or detention.

     33.1.4. if a substantial non-insured maritime lien applies to the Vessel
          for reasons, not solely attributable to the Owners, and continues to
          apply to the Vessel for more than thirty days after the date of its
          application, but not before the 30 (Thirty) days after the respective
          debt of the same becomes due any payable, and the Charterers have not
          removed such lien or have provided the Owners with cash security equal
          to the amounts or claims secured by the relevant lien.

     33.1.5. the Charterers fail to obtain or maintain the agreed insurance
          cover.

33.2. The occurrence and the Continuation of a Charterers' Default shall entitle
     the Owners:

     o    to treat the same as a repudiatory breach by the Charterers of this
          Agreement; and

     o    to serve a Termination Notice on the Charterers as further provided in
          Article 33.3.

33.3. Upon the occurrence of a Charterers' Default, the Owners shall be entitled
     (but not bound) to give written notice (a "Termination Notice") to the
     Charterers terminating, on a date specified therein (the "Termination
     Date"), the Owners' obligation to charter the Vessel to the Charterers. In
     such event, the Vessel shall be deemed redelivered to the Owners on the
     Termination Date and the Charterers shall on such date pay to the Owners,
     without set-off, deduction or withholding, an amount in US-Dollars (the
     "Termination Sum") equal to the aggregate of

     33.3.1. all Hire accrued due and not paid up to and including the
          Termination Date;

     33.3.2. any outstanding interest thereon calculated in accordance with the
          provisions of Box 22 hereof;

     33.3.3. the aggregate of all costs and expenses incurred by the Owners in
          connection with termination of its obligations to charter the Vessel
          to the Charterers including, in particular, all crewing and other
          operational costs to the extent that the same cannot reasonably be
          mitigated by the Owners;

     33.3.4. any other amounts then due and payable under this Agreement (save
          to the extent that such other amounts have previously been taken into
          account in computing other elements of the Termination Sum as
          aforesaid).

CLAUSE 34

The Owners' Default

34.1 The Charterers shall be entitled to terminate this Charter Party and
     redeliver the Vessel to the Owners in the event the Charterers are
     permanently deprived from operating the Vessel in accordance with the terms
     and conditions hereof due to events solely


                                        8



     attributable to the Owners ("Owners' Default"), including without
     limitation, Mortgages or other encumbrances created or caused to be created
     by the Owners and preventing the Vessel from operation.

     This Clause represents the sole basis upon which the Charterers can
     terminate this Charter, no matter what may be said elsewhere in the
     Charter.

     Such termination and redelivery are to take effect subject to the
     Charterers giving of a 30 (Thirty) running days' notice in writing to the
     Owners and subject to the Charterers continuing to be deprived from
     operating the Vessel at the expiry of the notice period on account of the
     Owners' Default.

     It shall be deemed that the Charterers are permanently deprived from
     operating the Vessel if the Charterers continue to be deprived from
     operating the Vessel for the period of thirty running days for reasons
     solely attributable to the Owners.

CLAUSE 35

ISM/SOLAS

(a)  ISM

     The Charterers shall procure that, throughout the Charter Period, both the
     Vessel and "the Company" (as defined in the ISM Code) fully comply with the
     requirements of the ISM Code and upon request will provide a copy of a
     valid Safety Management Certificate and Document of Compliance to the
     Owners.

(b)  SOLAS

     The Vessel shall have valid SOLAS safety equipment and SOLAS construction
     certificates throughout the entire charter period.



CLAUSE 36

Purchase Option

Charterers to have purchase options on the vessel as follows:

36 months   USD 3.750 million net
42 months   USD 3.300 million net
48 months   USD 2.850 million net
54 months   USD 2.400 million net
60 months   USD 1.950 million net
66 months   USD 1.500 million net


From the end of the 36th month from delivery Charterers to have the option to
substitute vessel with dry cargo or multipurpose vessel of equal or greater
value, same to be determined by the average appraisal of two independent broker
companies to be mutually agreed.


                                        9



Upon the exercise of a purchase option, Owners will deliver the vessel free of
mortgages, encumbrances, maritime liens and free of any other debts whatsoever.

The Closing for the delivery of and transfer of title to the Vessel by Owners to
Charterers shall take place in New York. At such closing, in exchange for the
payment of the purchase option price the Owners shall furnish the Charterers
with a) a Bill of Sale, in recordable form, notarized and, if required,
legalized by the appropriate Consul or by Apostille b) the consent or permission
of the flag state to the transfer of the vessel to the Charterers c) a
certificate of ownership and encumbrances from the flag state evidencing
ownership of the Vessel in the Owners free of liens and encumbrances d) if
required by the Charterers, an undertaking to delete the Vessel from the
Registry and deliver a certificate of deletion within 30 days of delivery and e)
such other reasonable/customary transfer documents required for registration
under Charterers flag or re-registration under current flag.

CLAUSE 37

Nomination, Performance Guarantee and Service of Notices etc.

1.   Any notice or service of writs or legal documents hereunder shall be given
     in respect of the Owners to:

     Arkadia Shipping Inc.
     c/o EGON OLDEN DORFF oHG
     Willy-Brandt-Allee 6
     D - 23554 Lubeck

     and in respect of the Charterers to:

     [CHARTERER]
     c/o TBS International Ltd.
     612 East Grassy Sprain Road
     Yonkers, NY 10710
     U.S.A.
     Tel: +1-914-961-1000
     Fax: +1-914-961-5121

     Process Agent:
     Cardillo & Corbett
     29 Broadway, Suite 1710
     New York, NY 10006
     U.S.A.
     Tel: +1-212-344 0464
     Fax: +1-212-797 1212


                                       10



Signed this [DATE]

For and on behalf of the Owners:
                                 -----------------------------------------------

For and on behalf of the Charterers:
                                     -------------------------------------------


                                       11





BROKERAGE PARTNERS