Dated 21 December 2004

                               AVON MARITIME CORP.
                                   as Borrower

                                     - and -

                         THE ROYAL BANK OF SCOTLAND PLC
                                    as Lender

                                   ----------

                                 LOAN AGREEMENT

                                   ----------

                                  US$7,150,000

                            WATSON, FARLEY & WILLIAMS
                                     LONDON



                                      INDEX

CLAUSE                                                                      PAGE
------                                                                      ----
  1      PURPOSE, DEFINITIONS AND INTERPRETATION..............................1

  2      DRAWDOWN.............................................................8

  3      INTEREST AND INTEREST PERIODS........................................9

  4      REPAYMENT AND PREPAYMENT............................................10

  5      CONDITIONS PRECEDENT................................................12

  6      REPRESENTATIONS AND WARRANTIES......................................16

  7      UNDERTAKINGS........................................................19

  8      APPLICATION OF EARNINGS.............................................23

  9      EVENTS OF DEFAULT...................................................23

  10     FEES AND EXPENSES...................................................27

  11     PAYMENTS AND CALCULATIONS...........................................28

  12     NO COUNTERCLAIM, TAXATION...........................................28

  13     CHANGES IN CIRCUMSTANCES............................................29

  14     INDEMNITIES.........................................................31

  15     SET-OFF.............................................................32

  16     SECURITY AND APPLICATION............................................32

  17     COMMUNICATIONS......................................................33

  18     ASSIGNMENTS.........................................................34

  19     MISCELLANEOUS.......................................................35

  20     LAW AND JURISDICTION................................................35

SCHEDULE.....................................................................37


                                        i



     THIS LOAN AGREEMENT is made on the 21 day of December 2004

     BETWEEN

     (1)  AVON MARITIME CORP., as Borrower; and

     (2)  THE ROYAL BANK OF SCOTLAND PLC, as Lender.

WHEREAS the Lender has agreed to make available to the Borrower a loan facility
of Seven million one hundred and fifty thousand United States Dollars
(US$7,150,000) upon and subject to the terms and conditions contained in this
Agreement.

WHEREBY IT IS AGREED

1    PURPOSE, DEFINITIONS AND INTERPRETATION

1.1  The purpose of the Loan shall be to enable the Borrower to refinance fifty
     five per cent. (55%) of the purchase price of the vessel m.v. "WICHITA
     BELLE" registered on the Panamanian flag in the name of the Borrower;

1.2  In this Agreement, unless the context otherwise requires, the following
     expressions shall have the following meanings:

     "ACCOUNT CHARGE" means the deed containing, inter alia, a charge in respect
     of the Operating Account executed or to be executed by the Corporate
     Guarantor in favour of the Lender substantially in the form set out in
     Appendix D (or in such other form as the Lender may approve or require);

     "APPROVED MANAGER" means, for the time being, Roymar Ship Management Inc.,
     a company incorporated under the laws of New York and having a place of
     business at 612 East Grassy Sprain Road, Yonkers, New York 10710, USA as
     technical manager, or any other company which the Lender may, in its sole
     and absolute discretion, approve from time to time as the technical manager
     of the Ship;

     "AVON TIME CHARTER" means the time charter dated 5 August 2004 and made
     between Pacific Rim and the Borrower in respect of the Ship;

     "BORROWER" means Avon Maritime Corp., a company organised and existing
     under the laws of the Marshall Islands and having its registered office at
     Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
     Islands MH96960 (and includes its successors);

     "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks
     and financial markets in London are open for business and, in respect of a
     day on which a payment is required to be made hereunder, also a day on
     which banks and financial markets are open for business in New York City;



     "CHARTERS" means the Avon Time Charter, the Daiichi Time charter, the
     Pacific Rim Time Charter, the TBS Worldwide Time Charter, the TBS Trip Time
     Charters and the Viking Bareboat Charter and, in the singular, means any of
     them;

     "CORPORATE GUARANTEE" means the guarantee executed or to be executed by the
     Corporate Guarantor in favour of the Lender substantially in the form set
     out in Appendix E (or in such other form as the Lender may approve or
     require);

     "CORPORATE GUARANTOR" means TBS International Limited, a company
     incorporated under the laws of Bermuda having its principal office at Suite
     306, Commerce Building, One Chancery Lane, Hamilton HM12, Bermuda;

     "CREDIT SUPPORT DOCUMENT" has the meaning given to that expression in
     section 14 of the Master Agreement;

     "CREDIT SUPPORT PROVIDER" has the meaning given to that expression in
     section 14 of the Master Agreement;

     "DAIICHI TIME CHARTER" means the time charter dated 9 May 2001 as amended
     by addendas nos. 1 through to 6 each made between Great Field and DCKK and
     novated to the Borrower pursuant to the novation agreement dated 2 August
     2004 and made between Great Field, the Borrower, the Corporate Guarantor
     and DCKK;

     "DCKK" means Daiichi Chuo Kisen Kaisha, a company incorporated under the
     laws of Japan having its registered office at Kakihara Asahi Eitai Bldg.
     7-13, Toyo 3-Chome, Koto-ku, Tokyo 135-8364, Japan;

     "DOLLARS" and "$" means the lawful currency for the time being of the
     United States of America;

     "DRAWDOWN DATE" means the date upon which the Borrower has requested that
     the Loan be advanced to it pursuant to Clause 2, or (as the context
     requires) the date on which the Loan is actually advanced to the Borrower
     hereunder;

     "EARLY TERMINATION DATE" has the meaning given to that expression in
     section 14 of the Master Agreement;

     "EARNINGS" means all moneys whatsoever due or to become due to or for the
     account of the Borrower at any time during the Security Period arising out
     of the use or operation of the Ship including (but not limited to) all
     freight, hire and passage moneys, compensation payable to the Borrower in
     the event of requisition of the Ship for hire, remuneration for salvage and
     towage services, demurrage and detention moneys and damages for breach (or
     payments for variation or termination) of any charterparty or other
     contract for the employment of the Ship and all sums recoverable under
     insurances in respect of loss of Earnings (and including, if and whenever
     the Ship is employed on terms whereby any or all such moneys as aforesaid
     are pooled or shared with any other person, that proportion of the net
     receipts of the relevant pooling or sharing arrangement which is
     attributable to the Ship);


                                        2



     "ENVIRONMENTAL CLAIM" and "ENVIRONMENTAL INCIDENT" each has the meaning
     ascribed to such term in the Mortgage;

     "EVENT OF DEFAULT" means any one of the events listed in Clause 9.1;

     "FINANCIAL INDEBTEDNESS" means, in relation to any person (a) monies
     borrowed or raised by such person, (b) any liability of such person under
     any debenture, bond, note or other security, (c) any liability of such
     person under acceptance credit facilities, financial leases, deferred
     purchase consideration arrangements or any other agreement or instrument
     having the commercial effect of a borrowing or raising of money by such
     person and (d) any guarantee, indemnity or other assurance against
     financial loss given by such person in respect of any of the foregoing;

     "GREAT FIELD" means Great Field Limited, a company incorporated under the
     laws of Hong Kong having its registered office at 802 K. Wah Centre, 191
     Java Road, North Point, Hong Kong;

     "INSURANCES" shall have the meaning given to such term in the Mortgage;

     "INTEREST PERIOD" means, in relation to the Loan (or any part thereof), a
     period the commencement and length of which shall be determined in
     accordance with the provisions of Clause 3.3;

     "ISM CODE" means in relation to its application to the Borrower, the Ship
     and its operation:

     (a)  The International Management Code for the Safe Operation of Ships and
          for 'Pollution Prevention', currently known or referred to as the 'ISM
          Code', adopted by the Assembly of the International Maritime
          Organisation by Resolution A.741(18) on 4 November 1993 and
          incorporated on 19 May 1994 into chapter IX of the International
          Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

     (b)  all further resolutions, circulars, codes, guidelines, regulations and
          recommendations which are now or in the future issued by or on behalf
          of the International Maritime Organisation or any other entity with
          responsibility for implementing the ISM Code, including without
          limitation, the 'Guidelines on implementation or administering of the
          International Safety Management (ISM) Code by Administrations'
          produced by the International Maritime Organisation pursuant to
          Resolution A.788(19) adopted on 25 November 1995,

     as the same may be amended, supplemented or replaced from time to time;

     "ISM CODE DOCUMENTATION" includes:

     (a)  the document of compliance (DOC) and safety management certificate
          (SMC) issued by a Classification Society in all respects acceptable to
          the Lender in its


                                        3



          absolute discretion pursuant to the ISM Code in relation to the Ship
          within the periods specified by the ISM Code; and

     (c)  all other documents and data which are relevant to the ISM SMS and its
          implementation and verification which the Lender may require by
          request; and

     (d)  any other documents which are prepared or which are otherwise relevant
          to establish and maintain the Ship's or the Borrower's compliance with
          the ISM Code which the Lender may require by request;

     "ISM SMS" means the safety management system which is required to be
     developed, implemented and maintained under the ISM Code;

     "LENDER" means The Royal Bank of Scotland plc, a company incorporated in
     Scotland having its registered office at 36 St. Andrew Square, Edinburgh
     EH2 2YB, Scotland acting through the Shipping Business Centre at 5-10 Great
     Tower Street, London EC3P 3HX, England or through any other branch notified
     to the Borrower from time to time pursuant to Clause 18.3 (and includes all
     persons directly or indirectly deriving title under it (whether by
     assignment, amalgamation, operation of law or otherwise);

     "LOAN" means the principal amount of the borrowing by the Borrower under
     this Agreement or (as the context requires) the principal amount thereof
     for the time being advanced and outstanding under this Agreement;

     "MANAGER'S UNDERTAKING" means an undertaking executed or to be executed by
     the Approved Manager in the form set out in Appendix F (or in such other
     form as the Lender may approve or require);

     "MANDATORY COST RATE" means the percentage rate, which represents the cost
     to the Lender, relative to the Loan, of compliance with the requirements of
     the Bank of England, the Financial Services Authority or any other
     regulatory authority, as determined by the Lender in accordance with the
     formula detailed in the Schedule hereto;

     "MARGIN" means one point five per cent. (1.5%) per annum;

     "MASTER AGREEMENT" means the Master Agreement (on the 1992 ISDA
     (Multicurrency - Crossborder) form as modified) made between the Lender and
     the Borrower of even date herewith, and includes all transactions from time
     to time entered into and confirmations from time to time exchanged under
     the Master Agreement and any amending, supplementing or replacement
     agreements made from time to time;

     "MASTER AGREEMENT LIABILITIES" means, at any relevant time, all liabilities
     actual or contingent, present or future, of the Borrower to the Lender
     under the Master Agreement;

     "MASTER AGREEMENT SECURITY DEED" means the deed containing, inter alia, a
     charge in respect of the Master Agreement executed or to be executed by the
     Borrower in favour of the Lender substantially in the form set out in
     Appendix G (or in such other form as the Lender may approve or require);


                                        4



     "MORTGAGE" means the first preferred Panamanian ship mortgage on the Ship
     executed or to be executed by the Borrower in favour of the Lender
     substantially in the form set out in Appendix B (or in such other form as
     the Lender may approve or require);

     "MULTIPARTY DEED" means, a deed containing, inter alia:

     (i)  an assignment by the Borrower of its interest in the Viking Bareboat
          Charter, the Daiichi Time Charter, the Earnings, Insurances and
          Requisition Compensation;

     (ii) an assignment by Viking of its interest in the Pacific Rim Time
          Charter and the Insurances;

     (iii) an assignment by Pacific Rim of its interest in the Avon Time Charter
          and the TBS Worldwide Time Charter;

     (iv) an assignment by TBS Worldwide of its interest in the TBS Trip Time
          Charters,

     executed or to be executed by the Borrower, Viking, Pacific Rim and TBS
     Worldwide in favour of the Lender substantially in the form set out in
     Appendix C;

     "NOTICE OF DRAWING" means a notice in the form set out in Appendix A (or in
     such other form as the Lender may approve or require);

     "OPERATING ACCOUNT" means, for the time being, an account opened or to be
     opened in the name of the Corporate Guarantor with the Lender designated
     "TBS International Limited - Operating Account" TBSINT - USD1 (or such
     other account with any other branch of the Lender or with a bank or
     financial institution other than the Lender (whether associated with the
     Lender or not) substituted therefor pursuant to this Agreement);

     "PACIFIC RIM" means Pacific Rim Shipping Corp., a company incorporated in
     the Marshall Islands whose registered office is at Trust Company Complex,
     Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

     "PACIFIC RIM TIME CHARTER" means the time charter dated 5 August 2004 and
     made between Viking and Pacific Rim in respect of the Ship;

     "RBS LIBOR" means, for an Interest Period, the rate per annum at which
     deposits in Dollars in an amount approximately equal to the Loan (or any
     part thereof) are (or would have been) offered by the Lender to leading
     banks in the London Interbank Dollar Market at or about 11.00 a.m. (London
     time) on the second Business Day prior to the commencement of such Interest
     Period for a period equal to such Interest Period and for delivery on the
     First Business Day thereof;

     "RECEIVING BANK" means American Express Bank Limited, 3 World Financial
     Centre, 23rd Floor, New York, NY 10285-2300, USA or such other bank as may
     from time to time be notified by the Lender to the Borrower;


                                        5



     "RELEVANT INTEREST RATE" means RBS LIBOR or, in the case where a
     Transaction is to be, or has been, entered into under the Master Agreement
     and the Borrower has not made an election pursuant to Clause 3.5(b),
     TELERATE;

     "REPAYMENT DATE" means each of the dates specified in Clause 4.1;

     "REQUISITION COMPENSATION" shall have the meaning given to such term in the
     Mortgage;

     "SECURITY DOCUMENTS" means (a) the Corporate Guarantee, the Manager's
     Undertaking, the Mortgage, the Account Charge, the Credit Support
     Documents, the Multiparty Deed and the Master Agreement Security Deed and
     (where the context so permits) this Agreement and (b) any other agreement
     or document that may be executed at any time by the Borrower or any other
     person as security for all or any part of the Loan, interest thereon,
     Master Agreement Liabilities and any other moneys payable to the Lender
     under or in connection with this Agreement and/or the Master Agreement
     and/or any of the documents referred to in this definition;

     "SECURITY INTEREST" means a mortgage, charge (whether fixed or floating),
     pledge, lien, hypothecation, encumbrance, assignment, trust arrangement,
     title retention or other distress, execution, attachment, arrangement or
     process of any kind having the effect of conferring security;

     "SECURITY PERIOD" means the period commencing on the Drawdown Date and
     terminating on the date upon which all moneys payable or to become payable
     at any time and from time to time pursuant to the terms of this Agreement
     and/or any of the Security Documents shall have been paid and discharged in
     full;

     "SHIP" means the tweendecker type vessel of 17,590 gross registered tons
     and 10,303 net registered tons named "WICHITA BELLE" and registered in the
     name of the Borrower with the Panamanian ship registry and bareboat
     registered in the name of Viking under the Philippines flag;

     "SUBORDINATED LOANS" means loans made or to be made available from time to
     time by the Corporate Guarantor to the Borrower to enable the Borrower to
     finance its acquisition of the Ship and to provide general working capital
     to the Borrower;

     "SUBSIDIARY" means a body corporate from time to time of which another (a)
     has direct or indirect control, or (b) owns directly or indirectly more
     than fifty (50) per cent. of the share capital or similar right of
     ownership (and in this definition "control" means the power to direct the
     management and the policies of a body corporate, whether through the
     ownership of voting capital, by contract or otherwise);

     "TAXES" includes all present and future income, corporation or value-added
     taxes and all stamp and other taxes and levies, imposts, deductions,
     duties, charges and withholdings whatsoever together with interest thereon
     and penalties with respect thereto, if any, and charges, fees or other
     amounts made on or in respect thereof (and references to "Taxation" shall
     be construed accordingly);


                                        6



     "TBS TRIP TIME CHARTERS" means the time charters entered or to be entered
     into between TBS Worldwide and various subsidiaries of TBS Worldwide
     pursuant to which TBS Worldwide has agreed or shall agree to let, and such
     subsidiaries have agreed or shall agree to hire, the Ship on time charter
     following its delivery to TBS Worldwide under the TBS Worldwide Charter;

     "TBS WORLDWIDE" means TBS Worldwide Services Inc., a company incorporated
     in the Marshall Islands whose registered office is at Trust Company
     Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

     "TBS WORLDWIDE TIME CHARTER" means a time charter made or to be made
     between Pacific Rim and TBS Worldwide pursuant to which Pacific Rim has
     agreed or shall agree to let, and TBS Worldwide has agreed or shall agree
     to hire, the Ship on time charter immediately upon its redelivery under the
     Daiichi Time Charter and Avon Time Charter;

     "TELERATE" means, for an Interest Period:

     (a)  the rate per annum equal to the offered quotation for deposits in
          Dollars for a period equal to, or as near as possible equal to, the
          relevant Interest Period which appears on Telerate Page 3750 at or
          about 11.00 a.m. (London time) on the second Business Day prior to the
          commencement of that Interest Period (and, for the purposes of this
          Agreement, "Telerate Page 3750" means the display designated as "page
          3750" on the Telerate Service or such other page as may replace Page
          3750 on that service for the purpose of displaying rates comparable to
          that rate or on such other service as may be nominated by the British
          Bankers' Association as the information vendor for the purpose of
          displaying British Bankers' Association Interest Settlement Rates for
          Dollars); or

     (b)  if no rate is quoted on Telerate Page 3750, the rate per annum
          determined by the Lender to be the rate per annum which leading banks
          in the London Interbank Market offer for deposits in Dollars in the
          London Interbank Market at or about 11.00 a.m. (London time) on the
          second Business Day prior to the commencement of that Interest Period
          for a period equal to that Interest Period and for delivery on the
          first Business Day of it;

     "TOTAL LOSS" has, in relation to the Ship, the meaning ascribed to such
     term in the Mortgage;

     "TRANSACTION" means a Transaction as defined in the introductory paragraph
     of the Master Agreement;

     "VIKING" means Viking International Carriers Inc., a company incorporated
     in the Philippines whose principal office is at 2nd Floor, Harbour Centre
     11, Railroad & Chicago Streets, South Harbour, Port Area, Manila,
     Philippines; and

     "VIKING BAREBOAT CHARTER" means the bareboat charter dated 5 August 2004
     and made between the Borrower and Viking in respect of the Ship.


                                        7



1.3  In this Agreement, references to periods of "MONTHS" shall mean a period
     beginning in one calendar month and ending in the relevant calendar month
     on the day numerically corresponding to the day of the calendar month in
     which such period started, provided that (a) if such period started on the
     last Business Day in a calendar month, or if there is no such numerically
     corresponding day, such period shall end on the last Business Day in the
     relevant calendar month and (b) if such numerically corresponding day is
     not a Business Day, such period shall end on the next following Business
     Day in the same calendar month, or if there is no such Business Day, such
     period shall end on the preceding Business Day (and "month" and "monthly"
     shall be construed accordingly).

1.4  In this Agreement:

(a)  Clause headings are inserted for convenience only and shall not affect the
     construction of this Agreement and unless otherwise specified, all
     references to Clauses and Appendices are to Clauses of, and Appendices to,
     this Agreement;

(b)  unless the context otherwise requires, words denoting the singular number
     shall include the plural and vice versa;

(c)  references to persons include bodies corporate and unincorporate;

(d)  references to assets include property, rights and assets of every
     description;

(e)  references to any document are to be construed as references to such
     document as amended or supplemented from time to time; and

(f)  references to any enactment include re-enactments, amendments and
     extensions thereof.

2    DRAWDOWN

2.1  Subject to the terms of this Agreement, and in reliance (inter alia) on the
     representations and warranties of the Borrower set out in Clauses 6.1 and
     6.2 and the representations and warranties of the Borrower and the other
     parties to the Security Documents set out in the Security Documents, the
     Lender agrees to make available to the Borrower a loan facility of Seven
     million one hundred and fifty thousand Dollars ($7,150,000) for the
     purposes described in Clause 1.1.

2.2  The Borrower may make a request for the advance of the Loan by sending to
     the Lender a duly completed Notice of Drawing (which shall be irrevocable)
     to be received by the Lender not later than 11.00 a.m. (London time) three
     (3) Business Days prior to the Drawdown Date, provided that if the Loan has
     not been advanced on a Business Day on or prior to 31 December 2004 (or
     such later date as the Lender, in its sole and absolute discretion, shall
     agree) the Lender shall be under no further obligation to advance the Loan
     under this Agreement.

2.3  Subject to the terms of this Agreement, the Lender shall advance the Loan
     to the Borrower on the Drawdown Date by paying the proceeds thereof to the
     Operating


                                        8



     Account, and the Borrower hereby unconditionally and irrevocably authorises
     the Lender to make such payment on its behalf.

3    INTEREST AND INTEREST PERIODS

3.1  Subject to the terms of this Agreement, the rate of interest applicable to
     the Loan (or any part thereof) for each Interest Period relating thereto
     shall be the rate per annum determined by the Lender to be the aggregate of
     (a) the Margin and (b) the Mandatory Cost Rate and (c) the Relevant
     Interest Rate.

3.2  Subject to the terms of this Agreement, the Borrower shall pay interest in
     respect of the Loan (or the relevant part thereof) for each Interest Period
     relating thereto in arrears on the last day of such Interest Period,
     provided that where such Interest Period is of a duration of longer than
     three months, accrued interest in respect of the Loan (or such part) shall
     be paid every three months during such Interest Period and on the last day
     of such Interest Period.

3.3  The duration of each Interest Period shall be three (3), six (6) or twelve
     (12) months as notified by the Borrower to the Lender not later than 11.00
     a.m. (London time) two (2) Business Days prior to the commencement of such
     Interest Period (or such other period as the Lender, in its sole and
     absolute discretion, may agree), provided that:

(a)  the first Interest Period in relation to the Loan shall commence on the
     Drawdown Date and each subsequent Interest Period shall commence on the
     expiry of the preceding Interest Period relating thereto;

(b)  if the Borrower fails to select an Interest Period then, subject as
     provided in this Clause 3.3, the Borrower shall be deemed to have selected
     an Interest Period of three (3) months;

(c)  the selection of Interest Periods under this Clause 3.3 shall be made in
     such manner as to ensure that the expiry of an Interest Period in respect
     of an amount of the Loan equal to the repayment instalment which is then
     due to be repaid under Clause 4.1 shall coincide with each Repayment Date
     relating to the Loan (and, for this purpose alone, shall Interest Periods
     of different lengths be selected in relation to the Loan); and

(d)  the Lender, in its sole and absolute discretion, is satisfied that deposits
     in Dollars for a period equal to such Interest Period will be available to
     the Lender in the London Interbank Dollar Market at the commencement of
     such Interest Period and, if the Lender is not so satisfied, such Interest
     Period shall be of such duration as the Lender and the Borrower shall agree
     (or, in the absence of such agreement, as the Lender shall specify).

3.4  In the event that the Lender does not receive on the due date any sum due
     under this Agreement or any of the Security Documents to which the Borrower
     is a party (or any agreement entered into by the Borrower in connection
     herewith or therewith), the Borrower shall pay to the Lender on demand
     interest on such sum from and including the due date therefor to the date
     of actual payment (as well after as before judgment) at the rate per annum
     determined by the Lender to be, if such sum is principal, one point five


                                        9



     per cent. (1.5%) above the higher of the rates set out at (a) and (b) below
     and, if such sum is other than principal, one point five per cent. (1.5%)
     above the rate set out at (b) below:

(a)  the rate (inclusive of the Margin) applicable to such overdue principal
     immediately prior to the due date (and in any event only for the unexpired
     part of any Interest Period relative to such overdue principal) together
     with the Mandatory Cost Rate;

(b)  the Margin plus the rate per annum at which deposits in Dollars in an
     amount equal to such overdue amount are offered by the Lender to leading
     banks in the London Interbank Dollar Market on call or for successive
     periods of any duration up to three months, as the Lender may determine
     from time to time together with the Mandatory Cost Rate. Such interest rate
     shall be determined on the commencement of each such period. If the Lender
     determines that Dollar deposits are not being made available by it to
     leading banks in the London Interbank Dollar Market in the ordinary course
     of business, such interest rate shall be determined by reference to the
     cost of funds to the Lender from such other sources as the Lender may from
     time to time determine.

     Any such interest which is not paid when due shall be compounded at the end
     of each such Interest Period or other period as the case may be (both
     before and after any notice of demand by the Lender under Clause 9.2).

3.5

(a)  In the event that a Transaction is to be entered into under the Master
     Agreement then (subject to Clause 3.5(b) below) the Relevant Interest Rate
     for each and every Interest Period applicable to that part of the Loan the
     subject of the Transaction (commencing with the first Interest Period
     relating to such Transaction) shall be TELERATE.

(b)  The Borrower may elect for the Relevant Interest Rate for each and every
     Interest Period applicable to that part of the Loan the subject of a
     Transaction (commencing with the first Interest Period relating to such
     Transaction) to be RBS LIBOR rather than TELERATE provided that such
     election (which shall be irrevocable) is notified in writing by the
     Borrower to the Lender not later than 11.00 a.m. (London time) three (3)
     Business Days prior to the commencement of such first Interest Period (or
     such other period as the Lender, in its sole and absolute discretion, may
     agree).

4    REPAYMENT AND PREPAYMENT

4.1  The Borrower shall repay the Loan to the Lender by twenty consecutive
     quarterly instalments the first nineteen (19) of such instalments each to
     be in the amount of Two hundred and fifty five thousand Dollars ($255,000)
     and the final such instalment to be in the amount of Two million three
     hundred and five thousand Dollars ($2,305,000), the first such instalment
     to be repaid on the date falling six (6) months after the Drawdown Date and
     the last such instalment to be repaid the date falling sixty three (63)
     months after the Drawdown Date. On the final Repayment Date, the Borrower
     additionally shall pay to the Lender all other sums then outstanding or
     payable hereunder.


                                       10



4.2  The Borrower may prepay the whole or any part of the Loan on any Business
     Day, provided that:

(a)  the Lender shall have received from the Borrower not less than fourteen
     (14) days' prior notice (which shall be irrevocable) of its intention to
     make such prepayment and specifying the amount and date on which such
     prepayment is to be made;

(b)  the amount of any such partial prepayment shall be not less than Two
     hundred and fifty thousand Dollars ($250,000) (or a higher integral
     multiple of Two hundred and fifty thousand Dollars ($250,000));

(c)  no amount prepaid under this Agreement may be reborrowed;

(d)  each prepayment under this Agreement shall be made together with accrued
     interest on the amount prepaid and all other sums payable thereon under the
     terms of this Agreement and, if such prepayment is not made on the last day
     of an Interest Period relating to the amount prepaid, together with any
     sums payable pursuant to Clause 14.1(d) but without premium or other
     payment; and

(e)  each partial prepayment under this Agreement shall (unless the Lender
     otherwise agrees in writing prior to the date of any relevant repayment) be
     applied against the repayment instalments specified in Clause 4.1 in
     inverse order of maturity.

4.3  If for any reason any part of the Loan is not drawn down under this
     Agreement but nonetheless a Transaction has been entered into under the
     Master Agreement then, subject to Clause 4.5, the Lender shall be entitled
     but not obliged to amend, supplement, cancel, net out, terminate,
     liquidate, transfer or assign all or any part of the rights, benefits and
     obligations created by the Master Agreement and/or to obtain or
     re-establish any hedge or related trading position in any manner and with
     any person the Lender in its absolute discretion decides, and in the event
     of the Lender exercising any part of its entitlement aforesaid the
     Borrower's continuing obligations under the Master Agreement shall, unless
     agreed otherwise by the Lender, be calculated so far as the Lender
     considers it practicable by reference to the repayment schedule for the
     Loan taking into account the fact that less than the full amount of the
     Loan has been advanced.

4.4  In the case of a prepayment of all or part of the Loan under this Agreement
     then, subject to Clause 4.5, the Lender shall be entitled but not obliged
     to amend, supplement, cancel, net out, transfer or assign all or such part
     of the rights, benefits and obligations created by the Master Agreement
     which equate or relate to the part of the Loan so prepaid and/or to obtain
     or re-establish any hedge or related trading position in any manner and
     with any person the Lender in its absolute discretion decides, and in the
     case of a partial prepayment and the Lender exercising any part of its
     entitlement as aforesaid the Borrower's continuing obligations under the
     Master Agreement shall, unless agreed otherwise by the Lender, be
     calculated so far as the Lender considers it practicable by reference to
     the amended repayment schedule for the Loan taking account of the fact that
     less than the full amount of the Loan remains outstanding.

4.5  If:


                                       11



(a)  less than the full amount of the Loan remains outstanding following a
     prepayment under this Agreement; or

(b)  less than the full amount of the Loan is drawndown under this Agreement,

     and the Lender in its absolute discretion agrees, following a written
     request of the Borrower, that the Borrower may be permitted to maintain all
     or part of a Transaction in an amount not wholly matched with or linked to
     all or part of the Loan, the Borrower shall within ten (10) days of being
     notified by the Lender of such requirement provide the Lender with, or
     procure the provision to the Lender of, such additional security as shall
     in the opinion of the Lender be adequate to secure the performance of such
     Transaction, which additional security shall take such form, be constituted
     by such documentation, and be entered into between such parties, as the
     Lender in its absolute discretion may approve or require, and each document
     comprising such additional security shall constitute a Credit Support
     Document.

4.6  The Borrower shall on the first written demand of the Lender indemnify the
     Lender in respect of all loss, cost and expense (including the fees of
     legal advisers) incurred or sustained by the Lender as a consequence of or
     in relation to the effecting of any matters or transactions referred to in
     Clauses 4.3, 4.4 and 4.5.

4.7  Without prejudice to or limitation of the obligation of the Borrower under
     Clause 4.6, in the event that the Lender exercises any of its rights under
     Clauses 4.3 or 4.4 and such exercise results in all or part of a
     Transaction being terminated such termination shall be treated under the
     Master Agreement in the same manner as if it were a Terminated Transaction
     (as defined in section 14 of the Master Agreement) effected by the Lender
     after an Event of Default by the Borrower, and, accordingly, the Lender
     shall be permitted to recover from the Borrower a payment for early
     termination calculated in accordance with the provisions of section 6(e)(i)
     of the Master Agreement.

5    CONDITIONS PRECEDENT

5.1  The obligation of the Lender to advance the Loan to the Borrower shall be
     subject to the condition that the Lender shall have received the following
     documents and evidence in all respects in form and substance satisfactory
     to the Lender and its legal advisers, in the case of those referred to in
     sub-clauses (a) to (g) (inclusive) below, on or before the date on which
     the Notice of Drawing is served by the Borrower and, in the case of the
     remainder, on or before the Drawdown Date:

(a)  copies of the Articles of Incorporation and By-Laws (or equivalent
     documents) (and all amendments thereto) of each of the Borrower, the
     Corporate Guarantor, Viking, Pacific Rim and TBS Worldwide and any other
     documents required to be filed or registered or issued under the laws of
     their respective countries of incorporation to establish the incorporation
     and/or good standing of each of the Borrower, the Corporate Guarantor,
     Viking, Pacific Rim and TBS Worldwide under the laws of their respective
     countries of incorporation;


                                       12



(b)  copies of resolutions passed at separate meetings of the board of directors
     and shareholders of each of the Borrower, the Corporate Guarantor, Viking,
     Pacific Rim and TBS Worldwide evidencing approval of such of this
     Agreement, the Master Agreement, the Charters and the Security Documents to
     which each is a party and authorising appropriate officers or attorneys to
     execute the same and to sign all notices required to be given hereunder or
     thereunder on its behalf (or, in the case of the Charters, ratifying the
     execution thereof) or other evidence of such approvals and authorisations
     as shall be acceptable to the Lender;

(c)  the original of any power of attorney issued in favour of any person
     executing this Agreement, the Master Agreement, any of the Charters or any
     of the Security Documents on behalf of the Borrower, the Charterers,
     Viking, Pacific Rim and TBS Worldwide;

(d)  a list specifying the directors and officers of each of the Borrower, the
     Corporate Guarantor, Viking, Pacific Rim and TBS Worldwide (together with
     their specimen signatures) and specifying the authorised and issued share
     capital of each of the Borrower, the Corporate Guarantor, Viking, Pacific
     Rim and TBS Worldwide;

(e)  copies of all governmental and other consents, licences, approvals and
     authorisations as may be necessary to authorise the performance by the
     Borrower, the Corporate Guarantor, Viking, Pacific Rim and TBS Worldwide of
     their respective obligations under those of this Agreement, the Master
     Agreement, the Charters and the Security Documents to which each is a party
     and the execution, validity and enforceability of this Agreement, the
     Master Agreement, the Charters and the Security Documents;

(f)  evidence that the Operating Account has been duly opened by the Corporate
     Guarantor and that all board resolutions, mandates, signature cards and
     other documents or evidence required in connection with the opening,
     maintenance and operation of the Operating Account have been duly delivered
     to the Lender;

(g)  a valuation of the Ship, dated not earlier than ten (10) days prior to the
     Drawdown Date, from an independent London sale and purchase shipbroker
     selected by the Lender showing a value for the Ship of not less than
     Thirteen million Dollars ($13,000,000);

(h)  the Master Agreement and all the Security Documents duly executed and
     delivered by the parties thereto together with all other items and
     documents required to be delivered pursuant to the terms thereof, including
     (but without limitation) insurance notices of assignment, acknowledgements
     and letters of undertaking pursuant to the Multiparty Deed;

(i)  evidence that:

     (i)  the Ship is registered in the name of the Borrower with the Panamanian
          ship registry and bareboat registered in the name of Viking under the
          Philippines flag;

     (ii) the Ship is in the absolute and unencumbered ownership of the Borrower
          save as contemplated by this Agreement and the Security Documents;


                                       13



     (iii) the Ship maintains the class NS* MNS* with Nippon Kaiji Kyokai free
          of all recommendations and qualifications of such classification
          society save those notified to, and approved in writing by, the
          Lender;

     (iv) the Mortgage has been duly recorded against the Ship as a valid first
          preferred Panamanian ship mortgage in accordance with the laws of
          Panama;

     (v)  the Ship is insured in accordance with the provisions of the Mortgage
          and that all requirements therein in respect of insurances have been
          complied with; and

     (vi) the Philippines ship registry recognise that the title to the ship and
          the status of the Mortgage are governed by the law of the underlying
          registry (namely the law of Panama).

(j)  a certificate from the Borrower and the Approved Manager confirming the
     representations and warranties in clause 2.2 of the Mortgage;

(k)  evidence of the lightweight displacement tonnage of the Ship;

(l)  evidence that the Ship will, as from the Drawdown Date, be managed by the
     Approved Manager on terms acceptable to the Lender together with:

     (i)  the Manager's Undertaking duly executed and delivered by the Approved
          Manager;

     (ii) copies of the document of compliance (DOC) and safety management
          certificate (SMC) referred to in paragraph (a) in the definition of
          the ISM Code Documentation certified as true and in effect by the
          Borrower and the Approved Manager or, in the event that the DOC and
          SMC are not legally required by the Borrower for the Ship at the
          Drawdown Date, evidence that those documents have been applied for,
          accompanied by a statement from a director or officer of the Borrower
          and the Approved Manager that none of them is aware of any reason why
          such application may be refused; and

     (iii) copies of such other ISM Code Documentation as the Lender may by
          written notice to the Borrower have requested not later than two (2)
          days before the Drawdown Date certified as true and complete in all
          material respects by the Borrower and the Approved Manager;

(m)  such evidence as the Lender and its legal advisers shall require in
     relation to the due authorisation and execution by DCKK of the
     acknowledgement to be executed by it pursuant to the Multiparty Deed;

(n)  a statement in writing from a person satisfactory to the Lender confirming
     the identity of the legal and beneficial owner or owners of the shares in
     the Borrower and the Corporate Guarantor and of the ultimate beneficial
     owner or owners of the shares in the Borrower and the Corporate Guarantor;


                                       14



(o)  a letter from the Borrower to the protection and indemnity association in
     which the Ship is or is to be entered instructing it to provide the Lender
     with a copy of the certificate of entry of the Ship and any other
     information relating to the entry of the Ship in such protection and
     indemnity association;

(p)  a written confirmation from the Borrower as to which individuals are
     authorised to give verbal and/or written instructions to the Lender on
     behalf of the Borrower in respect of the selection of any Interest Period
     pursuant to Clause 3.3 of this Agreement;

(q)  evidence that the agent for service of process named in Clause 20.5 has
     accepted its appointment for the purposes of this Agreement and the
     Security Documents;

(r)  favourable legal opinions from lawyers appointed by the Lender on such
     matters concerning the laws of Panama, Philippines, Marshall Islands and
     Bermuda and such other relevant jurisdictions as the Lender may require in
     relation to or in connection with the Loan Agreement, the Master Agreement,
     the Security Documents, or any of them;

(s)  evidence that the Lender has received the arrangement fee referred to in
     Clause 10.1(a) and all accrued commitment fee payable pursuant to Clause
     10.1(b);

(t)  a favourable opinion from an independent insurance consultant acceptable to
     the Lender on such matters relating to the insurances for the Ship as the
     Lender may require;

(u)  such documents and evidence as the Lender shall require, based on
     applicable law and regulations and the Lender's own internal guidelines,
     relating to the Lender's knowledge of its customers;

(v)  evidence that an amount of not less than One million five hundred thousand
     Dollars ($1,500,000) has been credited to the Operating Account which
     amount shall not include the proceeds of the Loan;

(w)  certified copies of the Charters;

     each of the documents specified in sub-clauses (a), (b), (d) and (e) above
     shall be certified as a true and up-to-date copy by a Director or Secretary
     (or equivalent officer) of the Borrower.

5.2  Without prejudice to any of the other provisions of this Agreement, in the
     event that the Lender, in its sole and absolute discretion, advances the
     Loan to the Borrower prior to the satisfaction of all or any of the
     conditions referred to in Clause 5.1, or enters into any Transaction prior
     to the satisfaction of all or any of the conditions referred to in Clause
     5.4, the Borrower hereby covenants and undertakes to satisfy or procure the
     satisfaction of such condition or conditions within fourteen (14) days
     after the Drawdown Date or the date of the relevant Transaction as the case
     may be (or such longer period as the Lender may, in its sole and absolute
     discretion, agree or specify).

5.3  The obligation of the Lender to advance the Loan is subject to the
     following further conditions:


                                       15



(a)  that both at the date of the Notice of Drawing and on the Drawdown Date:

     (i)  no Event of Default (or event which, with the giving of notice and/or
          lapse of time or other applicable condition, might constitute an Event
          of Default) has occurred and is continuing or might result from the
          advance of the Loan; and

     (ii) the representations and warranties of the Borrower in Clause 6.1 and
          the representations and warranties of the Borrower and other parties
          to the Security Documents set out in the Security Documents are true
          and accurate as of each such date, as if made on each such date with
          reference to the facts then subsisting;

     (iii) none of the circumstances specified in Clause 13.3 has occurred and
          is continuing; and

(b)  that on the Drawdown Date the representations and warranties of the
     Borrower in Clause 6.2 are true and accurate; and

(c)  that, if the test set out in Clause 7.3 were applied immediately following
     advance of the Loan, the Borrower would not be obliged to provide
     additional security or prepay part of the Loan as therein provided; and

(d)  the Lender has received, and found to be satisfactory to it in all
     respects, such further opinions, consents, agreements and documents in
     connection with this Agreement, the Master Agreement and the Security
     Documents as the Lender may request by notice to the Borrower prior to the
     Drawdown Date.

6    REPRESENTATIONS AND WARRANTIES

6.1  The Borrower hereby represents and warrants to the Lender that:

(a)  the Borrower is a corporation duly organised and validly existing and in
     good standing under the laws of the Marshall Islands and is authorised to
     issue 500 registered and/or bearer shares without par value all of which
     shares have been issued fully paid and are in the legal and beneficial
     ownership of Westbrook Holdings Ltd;

(b)  the Borrower has full power and authority (i) to execute and deliver this
     Agreement, the Master Agreement and the Security Documents to which the
     Borrower is a party, (ii) to borrow under this Agreement and (iii) to
     comply with the provisions of, and perform all its obligations under, this
     Agreement, the Master Agreement and the Security Documents to which the
     Borrower is a party;

(c)  the Borrower has complied with the ISM Code and all other statutory and
     other requirements relative to its business and in particular has obtained
     and maintains a valid SMC and DOC and, where at the date of this Agreement
     it is not required by law to have obtained an SMC and a DOC, the Borrower
     has applied for an SMC and a DOC and has no reason to believe that such
     application will be refused within the period allowed to the Borrower to
     obtain those items to comply with the ISM Code and does not have an


                                       16



     established place of business in any part of the United Kingdom or its
     chief executive office in any part of the United States of America;

(d)  the Borrower has taken all necessary action to authorise the borrowing of
     the Loan and the execution and delivery of this Agreement, the Master
     Agreement and the Security Documents to which the Borrower is a party, and
     this Agreement, the Master Agreement and the Security Documents to which
     the Borrower is a party, constitute or, as the case may be, will, upon
     execution and delivery thereof (and, where applicable, registration thereof
     as provided for in this Agreement and the Security Documents), constitute
     the Borrower's legal, valid and binding obligations enforceable against the
     Borrower in accordance with their respective terms, except as such
     enforcement may be limited by any relevant bankruptcy, insolvency,
     administration or similar laws affecting creditors' rights generally;

(e)  the entry into and performance by the Borrower of this Agreement, the
     Master Agreement and the Security Documents to which the Borrower is a
     party, do not, and will not during the Security Period, violate in any
     respect (i) any law or regulation of any governmental or official authority
     or body, or (ii) the constitutional documents of the Borrower, or (iii) any
     agreement, contract or other undertaking to which the Borrower is a party
     or which is binding on the Borrower or any of its assets;

(f)  all consents, licences, approvals and authorisations required in connection
     with the entry into, performance, validity and enforceability of this
     Agreement, the Charters, the Master Agreement and the Security Documents
     have been obtained and are in full force and effect;

(g)  save for such registrations and filings as are referred to in this
     Agreement and the Security Documents, it is not necessary for the legality,
     validity, enforceability or admissibility in evidence of this Agreement,
     the Master Agreement and the Security Documents that any of them or any
     document relating thereto be registered, filed, recorded or enrolled with
     any court or authority in any relevant jurisdiction or that any stamp,
     registration or similar Taxes be paid on or in relation to this Agreement,
     the Master Agreement or any of the Security Documents;

(h)  no action, suit, proceeding, litigation or dispute against the Borrower is
     currently taking place or pending or, to the Borrower's knowledge,
     threatened nor is there subsisting any judgment or award given against the
     Borrower before any court, board of arbitration or other body which, in
     either case, could or might result in any material adverse change in the
     business or condition (financial or otherwise) of the Borrower;

(i)  the Borrower is not in default under the Master Agreement or any other
     agreement by which it is bound and no Event of Default (or event which,
     with the giving of notice and/or lapse of time or other applicable
     condition might constitute an Event of Default) has occurred and is
     continuing nor will such a default or Event of Default (or such event)
     result from the entry by the Borrower into this Agreement, the Master
     Agreement and the Security Documents to which the Borrower is a party, the
     making of the Loan to the Borrower or the performance by the Borrower of
     any of its obligations under this


                                       17



     Agreement, the Master Agreement and the Security Documents to which the
     Borrower is a party;

(j)  all financial and other information furnished by or on behalf of the
     Borrower in connection with the negotiation of this Agreement and the
     Security Documents or delivered to the Lender pursuant to this Agreement or
     any of the Security Documents was true and accurate when given and there
     are no other facts or matters the omission of which would have made any
     statement or information contained therein misleading;

(k)  all payments made or to be made by the Borrower under or pursuant to this
     Agreement, the Master Agreement and the Security Documents to which the
     Borrower is a party may be made free and clear of, and without deduction or
     withholding for or in account of, any Taxes;

(l)  the Borrower's chief executive office is located, and the corporate
     documents and records of the Borrower are kept, at Suite 306, Commerce
     Building, One Chancery Lane, Hamilton MH12, Bermuda;

(m)  at the date of this Agreement, the Borrower is not liable under or in
     respect of any Financial Indebtedness other than under this Agreement, the
     Master Agreement and the Security Documents to which it is a party and such
     Financial Indebtedness as shall have been notified to, and approved by, the
     Lender on or prior to the date of this Agreement;

(n)  the Borrower has paid all Taxes applicable to, or imposed on or in relation
     to, the Borrower, its business or the Ship; and

(o)  the Borrower confirms that it is acting for its own account and that the
     borrowing of the Loan and the performance and discharge of the Borrower's
     obligations and liabilities under this Agreement and other arrangements
     effected or contemplated by this Agreement will not involve or lead to
     contravention of any law, official, requirement or other regulatory measure
     or procedure implemented to combat "money laundering" (as defined in
     Article 1 of the Directive (91/308/EEC) of the Council of the European
     Community).

6.2  The Borrower hereby further represents and warrants to the Lender that on
     the Drawdown Date:

(a)  the Ship will be registered in the name of the Borrower with the Panamanian
     ship registry and bareboat registered in the name of Viking under the
     Philippines flag;

(b)  the Ship will be in the absolute and unencumbered ownership of the Borrower
     save as contemplated by this Agreement and the Security Documents;

(c)  the Ship will maintain the class NS* MNS* with Nippon Kaiji Kyokai free of
     all recommendations and qualifications of such classification society save
     those notified to, and approved in writing by, the Lender;

(d)  the Ship will be operationally seaworthy;


                                       18



(e)  the Ship will comply with all relevant laws, regulations and requirements
     (statutory or otherwise) as are applicable to (i) ships registered under
     the Panamanian flag and (ii) engaged in the same or a similar service as
     the Ship is or is to be engaged;

(f)  the Mortgage will have been duly recorded against the Ship as a valid first
     preferred Panamanian ship mortgage in accordance with the laws of Panama;

(g)  the Ship will be insured in accordance with the provisions of the Mortgage
     and the requirements therein in respect of insurances will have been
     complied with; and

(h)  the Ship will be technically managed by the Approved Manager on terms
     acceptable to the Lender.

6.3  The representations and warranties of the Borrower set out in Clauses 6.1
     and 6.2 shall survive the execution of this Agreement and the advance of
     Loan hereunder and the representations and warranties set out in Clause 6.1
     shall be deemed to be repeated at the commencement of each Interest Period,
     with respect to the facts and circumstances existing at each such time, as
     if made at each such time.

7    UNDERTAKINGS

7.1  The Borrower undertakes that, as and from the date of this Agreement and
     throughout the Security Period, it will comply in full with the following
     undertakings:

(a)  the Borrower will send (or procure that there is sent) to the Lender:

     (i)  as soon as possible, but in no event later than ninety (90) days after
          the end of each financial year of the Corporate Guarantor, the audited
          consolidated accounts and financial statements for such financial
          year, such accounts and financial statements to be prepared in
          accordance with generally accepted accounting principles consistently
          applied and certified as to their correctness by certified or
          chartered accountants acceptable to the Lender;

     (ii) as soon as the same is instituted (or, to the knowledge of the
          Borrower, threatened), details of any litigation, arbitration or
          administrative proceedings against or involving the Borrower, the
          Corporate Guarantor, Pacific Rim, TBS Worldwide, the Approved Manager
          or the Ship (including any actual breach of the ISM Code) which is
          likely to have a material adverse effect on the Borrower, the
          Corporate Guarantor, Pacific Rim, TBS Worldwide, the Approved Manager
          or the operation of the Ship and as soon as to the knowledge of the
          Borrower the same is instituted or threatened, details of any
          litigation, arbitration or administrative proceedings against or
          involving Viking which is likely to have a material adverse effect on
          Viking;

     (iii) promptly upon being sent, copies of all communications to its
          shareholders and/or creditors generally (and in their capacities as
          such); and


                                       19



     (iv) from time to time, and on demand, such additional financial or other
          information (including but not limited to the ISM Code Documentation)
          relating to the Borrower, the Corporate Guarantor, Viking Pacific Rim,
          TBS Worldwide and/or the Ship as may be requested by the Lender
          (provided that in the case of Viking the Borrower's obligation shall
          be limited only to such information as it shall be able to obtain from
          Viking) and, without limiting the foregoing, the Borrower shall
          without the need for a specific request from the Lender, advise the
          Lender if its application for an SMC or a DOC is refused or made
          subject to conditions;

(b)  the Borrower will notify the Lender of any Event of Default (or event
     which, with the giving of notice and/or lapse of time or other applicable
     condition, might constitute an Event of Default) forthwith upon the
     occurrence thereof;

(c)  the Borrower will maintain its corporate existence as a body corporate duly
     organised and validly existing and in good standing under the laws of the
     Marshall Islands and will obtain and promptly renew from time to time, and
     will promptly furnish certified copies to the Lender of, all such
     authorisations, approvals, consents and licences as may be required under
     any applicable law or regulation to enable the Borrower to perform its
     obligations under this Agreement, the Master Agreement and the Security
     Documents to which the Borrower is a party (or any of them) or required for
     the validity or enforceability of this Agreement, the Master Agreement and
     the Security Documents to which the Borrower is a party (or any of them) or
     required to enable the Borrower to continue to own and operate the Ship,
     and the Borrower shall comply with the terms of the same;

(d)  the Borrower will not without the prior consent of the Lender, create,
     assume or permit to exist any Security Interest upon the Ship, her
     Insurances or the Earnings or any of its other assets (whether now owned or
     hereafter acquired) (including, but not limited to, the Borrower's rights
     against the Lender under the Master Agreement or all or any part of the
     Borrower's interest in any amount payable to the Borrower by the Lender
     under the Master Agreement) except as contemplated by the Security
     Documents;

(e)  the Borrower will not (voluntarily or involuntarily) without the prior
     consent of the Lender, sell, convey, transfer, lease, or otherwise dispose
     of all or a substantial part of its assets (whether by one transaction or a
     series of transactions and whether related or not);

(f)  the Borrower will procure that the Ship complies with the ISM Code and
     notify the Lender in writing in the event that either the DOC or SMC is
     withdrawn, cancelled or suspended;

(g)  the Borrower will produce such documents and evidence as the Lender shall
     from time to time require, based on applicable law and regulations from
     time to time and the Lender's own internal guidelines from time to time
     relating to the Lender's knowledge of its customers;

(h)  the Borrower will not purchase any further tonnage without the prior
     written consent of the Lender;


                                       20



(i)  the Borrower shall keep the Lender fully informed of any actual or proposed
     purchases of further tonnage by any company (other than the Borrower)
     within the same beneficial ownership or control as the Borrower at the
     earliest possible opportunity and, in any event, at regular intervals of
     not more than three months; and

(j)  the Borrower shall ensure that throughout the Security Period there is
     standing to the credit of the Operating Account a minimum average balance
     of One million five hundred thousand ($1,500,000) in any one month.

7.2  The Borrower further undertakes that it shall not, as and from the date of
     this Agreement and throughout the Security Period, without the prior
     consent of the Lender (such consent not to be unreasonably withheld in the
     case of sub paragraphs (b), (c) and (e) below):

(a)  conduct any business or activity other than the ownership, chartering and
     operation of the Ship; or

(b)  declare or pay any dividend or make any other distribution of its assets or
     profits to any stockholder; or

(c)  repay any stockholders' loans or any other loans advanced to it by any
     person, nor make any loans or advances to any person; or

(d)  except for indebtedness under this Agreement, the Master Agreement and
     those of the Security Documents to which it is a party, incur or agree to
     incur or issue any Financial Indebtedness, nor make any commitments, other
     than those occurring in the ordinary course of the trading of the Ship
     (including, without limitation, commitments in respect of purchases of
     ships); or

(e)  pay out any funds to any person except in connection with the
     administration of the Borrower or the operation and/or repair of the Ship
     or the servicing of the Loan or as otherwise permitted by or pursuant to
     this Agreement and the other Security Documents; or

(f)  assign or otherwise dispose of any of its book debts; or

(g)  issue any shares in its capital other than to its shareholder(s); or

(h)  reduce its issued share capital; or

(i)  form or acquire any Subsidiaries; or

(j)  consolidate or amalgamate with, or merge into, any other entity; or

(k)  employ a technical manager of the Ship other than the Approved Manager, nor
     change the terms and conditions of the technical management of the Ship
     other than upon such terms and conditions as the Lender shall approve,


                                       21



     provided however that, notwithstanding the above, prior to the occurrence
     of an Event of Default (or an event which, with the giving of notice and/or
     lapse of time or other applicable condition, might constitute an Event of
     Default), the Borrower shall be permitted to make repayments in respect of
     Subordinated Loans together with payments of interest thereon.

7.3

(a)  The Borrower hereby further undertakes that if, and so often as, the market
     value (as determined in accordance with Clause 7.3(b)) of the Ship (plus
     the market value of any additional security for the time being actually
     provided to the Lender pursuant to this Clause 7.3) falls below one hundred
     and forty per cent. (140%) of the aggregate of (i) the Loan and (ii) such
     amount (the "TERMINATION AMOUNT") as described by the Lender in its
     absolute discretion as the amount due from the Borrower on terminating any
     Transaction under the Master Agreement in the same manner as if it were a
     Terminated Transaction (as defined in Section 14 of the Master Agreement)
     effected by the Lender after an Event of Default, it will within ten (10)
     days of being notified by the Lender of such requirement (which
     notification shall be conclusive and binding on the Borrower) either:

     (i)  provide the Lender with, or procure the provision to the Lender of,
          such additional security as shall in the opinion of the Lender be
          adequate to make up such deficiency, which additional security shall
          take such form, be constituted by such documentation and be entered
          into between such parties as the Lender in its absolute discretion may
          approve or require (and, if the Borrower does not make proposals
          satisfactory to the Lender in relation to such additional security
          within five (5) days of the date of the Lender's notification to the
          Borrower aforesaid, the Borrower shall be deemed to have elected to
          prepay in accordance with (ii) below); or

     (ii) prepay (subject to, and in accordance with, sub-clauses (c), (d) and
          (e) of Clause 4.2) such part of the Loan as will ensure that the
          market value (determined as aforesaid) of the Ship and any such
          additional security is after such prepayment at least one hundred and
          forty per cent. (140%) of the aggregate of (i) the Loan and (ii) the
          Termination Amount.

(b)  For the purposes of this Clause 7.3, the market value of the Ship shall be
     determined (at the expense of the Borrower) at any such time as the Lender
     may request by means of a valuation made by such independent sale and
     purchase shipbroker as may from time to time be appointed by the Lender.
     For this purpose, such valuation shall be made with or without physical
     inspection of the Ship (as the Lender may require), on the basis of a sale
     for prompt delivery for cash at arm's length on normal commercial terms as
     between a willing seller and a willing buyer, free of any existing charter
     or other contract of employment. The Borrower agrees to accept any
     valuation made by a shipbroker appointed as aforesaid as conclusive
     evidence of the market value of the Ship at the date of such valuation. The
     Borrower agrees to supply to the Lender and to any such


                                       22



     shipbroker such information concerning the Ship and her condition as such
     shipbroker may require for the purpose of making such valuation.

(c)  For the purpose of this Clause 7.3, the market value of any additional
     security provided or to be provided to the Lender shall be determined by
     the Lender in its absolute discretion without any necessity for the Lender
     assigning any reason therefor.

(d)  In connection with any additional security provided in accordance with this
     Clause 7.3, the Lender shall be entitled to receive certified copies of
     such documents of the kinds referred to in sub-clauses (a), (b), (c), (d)
     and (e) (inclusive) of Clause 5.1 and such favourable legal opinions as the
     Lender shall in its absolute discretion require.

8    APPLICATION OF EARNINGS

8.1  The Borrower will procure that the Corporate Guarantor complies with any
     written requirement of the Lender from time to time as to the location or
     re-location of the Operating Account and that the Corporate Guarantor will
     from time to time enter into such documentation as the Lender may require
     in order to create or maintain in favour of the Lender a Security Interest
     in the Operating Account, all at the cost and expense of the Borrower.

8.2  The Borrower will procure that, throughout the Security Period (and subject
     only to the provisions of the Multiparty Deed), all the Earnings shall be
     paid to the Operating Account.

8.3  Any amounts standing to the credit of the Operating Account shall, provided
     that the provisions of Clause 7.1(j) and the foregoing provisions of this
     Clause 8 shall have been complied with and provided that no Event of
     Default (or event which, with the giving of notice and/or lapse of time or
     other applicable condition, might constitute an Event of Default) shall
     have occurred, be available to the Borrower and the Corporate Guarantor for
     any purpose permitted by this Agreement and the Security Documents.

8.4  Any amounts for the time being standing to the credit of the Operating
     Account shall bear interest at the rate from time to time offered by the
     Lender to its customers for Dollar deposits of similar amounts and for
     periods similar to those for which such amounts are likely to remain
     standing to the credit of the Operating Account.

9    EVENTS OF DEFAULT

9.1  Each of the following events shall constitute an Event of Default (whether
     such event shall occur or come about voluntarily or involuntarily or by
     operation of law or regulation or pursuant to, or in compliance with, any
     judgment, decree or order of any court or other authority):

(a)  the Borrower or any other party to any of the Security Documents fails to
     pay on the due date (or within one (1) Business Day of the due date where
     the failure to pay on the due date is caused by an error or omission of an
     administrative or operational nature beyond the control of the Borrower or,
     in the case of sums expressed to be payable on demand,


                                       23



     within three (3) days of the Lender's demand) any sum payable pursuant to
     this Agreement or any of the Security Documents (or any agreement entered
     into in connection with this Agreement or any of the Security Documents);
     or

(b)  the Borrower breaches any of the undertakings in Clauses 7.1(d) or (e) or
     (h) or 7.2 or the Borrower fails to provide additional security or make a
     prepayment of part of the Loan in the circumstances referred to in Clause
     7.3 within the time therein prescribed; or

(c)  the Borrower defaults under, or in the due and punctual observance and
     performance of, any other provision of this Agreement and where, in the
     opinion of the Lender, such default is capable of remedy, such default is
     not remedied within ten (10) days after written notice from the Lender
     requesting action to remedy the same; or

(d)  the Borrower or any other party to any of the Security Documents (other
     than the Lender) defaults under, or in the due observance and performance
     of, any provision of any of the Security Documents; or

(e)  any representation or warranty made by the Borrower or any other party to
     any of the Security Documents (other than the Lender) in or pursuant to
     this Agreement or any of the Security Documents or in any notice,
     certificate, instrument or statement contemplated hereby or thereby or made
     or delivered pursuant hereto or thereto is, or proves to be, untrue or
     incorrect in any respect when made or deemed to be repeated; or

(f)  any Financial Indebtedness of the Borrower is not paid when due or becomes
     prematurely payable or capable of being prematurely declared payable as a
     consequence of a default with respect thereto or any Security Interest over
     any assets of the Borrower is enforced or becomes capable of being
     enforced; or

(g)  (i) any preparatory or other steps are taken by any person to convene a
     meeting of the Borrower for the purposes of considering or passing any
     resolution or petition for the winding-up or dissolution of the Borrower,
     or (ii) a petition is presented or an order is made or a resolution is
     passed for the winding-up or dissolution of the Borrower, or (iii) the
     Borrower becomes insolvent or is deemed unable to pay its debts within the
     meaning of Section 123 of the Insolvency Act 1986 or the Borrower becomes
     unable to pay its debts as they fall due, or (iv) the Borrower stops or
     threatens to stop making payments generally or declares or threatens to
     declare a moratorium or suspension of payments with respect to all or any
     part of its debts or enters into any composition, scheme, compromise or
     other arrangement with its creditors generally (or any class of them), or
     (v) any preparatory or other steps are taken by any person to appoint an
     administrative or other receiver or similar official of the Borrower or any
     of its assets, or (vi) any notice appointing an administrator or examiner
     or any notice of intended appointment or any other notice which is required
     by law (generally or in the case concerned) to be filed with the Court or
     given to a person prior to, or in connection with, the appointment of an
     administrator or examiner is so filed or given in respect of the Borrower
     or (vii) any meeting of the Borrower is convened or any other preparatory
     or other steps are taken for the purpose of considering an application for
     an administration order in relation to the Borrower or such an
     administration order is made by a court, or (viii) (in the opinion of


                                       24



     the Lender) anything analogous to any of the foregoing events occurs in any
     applicable jurisdiction; or

(h)  an encumbrancer takes possession of the whole or, in the opinion of the
     Lender, any material part of the assets of the Borrower or a Security
     Interest (other than in favour of the Lender) is levied or enforced upon or
     sued out against the whole or, in the opinion of the Lender, a material
     part of the assets of the Borrower; or

(i)  the Borrower ceases or threatens to cease, to carry on all or, in the
     opinion of the Lender, any material part of its business; or

(j)  any of the circumstances described in sub-clauses (f), (g), (h) or (i) of
     this Clause 9.1 arises (mutatis mutandis) in relation to the Corporate
     Guarantor, Viking, Pacific Rim, TBS Worldwide or the Approved Manager; or

(k)  any event occurs which renders it unlawful or impossible for (i) the
     Borrower or any other party to any of the Security Documents (other than
     the Lender) to perform or observe, or to procure the performance or
     observance of, any of its obligations or undertakings contained in this
     Agreement or any of the Security Documents, or (ii) the Lender to exercise
     any of the rights and remedies conferred on the Lender under this Agreement
     or any of the Security Documents; or

(l)  any authorisation, approval, consent, licence, exemption, filing or
     registration or other requirement necessary to enable the Borrower or any
     other party to any of the Security Documents (other than the Lender) to
     comply with any of its obligations or undertakings contained in this
     Agreement, the Charters or any of the Security Documents is modified,
     revoked or withheld or does not remain in full force and effect; or

(m)  without the prior consent of the Lender, there is a change in the legal and
     beneficial owner or owners of the shares in the Borrower or the Corporate
     Guarantor or in the ultimate beneficial ownership of shares in the Borrower
     or the Corporate Guarantor from that disclosed to the Lender pursuant to
     Clause 5.1(n); or

(n)  the Ship shall become a Total Loss and the Lender does not receive within
     one hundred and twenty (120) days (or such longer period as the Lender may
     agree) following the occurrence of such Total Loss, insurance proceeds
     relating to such Total Loss in an amount not less than the amount for which
     the Ship is required to be insured under Clause 6 of the Mortgage as at the
     date of the event or circumstances giving rise to such Total Loss and for
     the purpose of this Clause 9.1(n), (i) an actual Total Loss of the Ship
     shall be deemed to have occurred at the date and time when the Ship was
     lost but if the date of the loss is unknown the actual Total Loss shall be
     deemed to have occurred on the date on which the Ship was last reported,
     (ii) a constructive Total Loss shall be deemed to have occurred at the date
     and time at which notice of abandonment of the Ship is given to the
     insurers of the Ship 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; or


                                       25



(o)  any Earnings are paid otherwise than to the Operating Account (unless so
     directed by the Lender); or

(p)  for any reason whatsoever, the Ship ceases to comply with the ISM Code or
     to be technically managed by the Approved Manager on terms in all respects
     approved by the Lender; or

(q)  the security constituted by any of the Security Documents is in the
     reasonable opinion of the Lender imperilled or jeopardised in any material
     respect; or

(r)  this Agreement or any of the other Security Documents ceases at any time to
     be the legal, valid and binding obligations of the Borrower or any other
     party thereto (other than the Lender);

(s)

     (i)  notice of an Early Termination Date is given by the Lender under
          section 6(a) of the Master Agreement; or

     (ii) a person entitled to do so gives notice of an Early Termination Date
          under section 6(b)(iv) of the Master Agreement; or

     (iii) an Event of Default (as defined in section 14 of the Master
          Agreement) occurs; or

     (iv) the Master Agreement is terminated, cancelled, suspended, rescinded or
          revoked or otherwise ceases to remain in full force and effect for any
          reason; or

(t)  any other event or events (whether related or not) occurs (including,
     without limitation, a material (in the reasonable opinion of the Lender)
     adverse change, from the position applicable as at the date of this
     Agreement, in the business, affairs or condition (financial or otherwise)
     of the Borrower, the Corporate Guarantor, Viking, Pacific Rim, TBS
     Worldwide or a Credit Support Provider (including any such change resulting
     from an Environmental Incident) the effect of which is, in the reasonable
     opinion of the Lender, to impair, delay or prevent the due fulfilment by
     the Borrower, the Corporate Guarantor, Viking, Pacific Rim, TBS Worldwide
     or a Credit Support Provider of any of their respective obligations or
     undertakings contained in this Agreement, the Master Agreement or any of
     the Security Documents.

9.2  Upon the occurrence of an Event of Default:

(a)  the Lender, by notice to the Borrower, may terminate the obligations of the
     Lender under this Agreement, whereupon the same shall be so terminated;
     and/or

(b)  the Lender, by notice to the Borrower, may declare the Loan, accrued
     interest thereon and all other amounts payable under this Agreement either
     immediately due and payable or payable on demand, whereupon the Loan,
     accrued interest thereon and all other amounts payable under this Agreement
     shall become immediately due and payable or (as the case may be) payable on
     demand by the Lender; and/or


                                       26



(c)  the Lender may take any other action, exercise any other right or pursue
     any other remedy conferred upon the Lender by this Agreement, the Master
     Agreement and/or by all or any of the Security Documents or by any
     applicable law or regulation or otherwise as a consequence of such Event of
     Default.

10   FEES AND EXPENSES

10.1 The Borrower shall pay to the Lender:

(a)  an arrangement fee of Seventy one thousand five hundred Dollars ($71,500)
     on the date of this Agreement and whether or not the Loan is borrowed; and

(b)  a commitment fee at the rate of zero point twenty five per cent. (0.25%)
     per annum on the maximum amount of the Loan, during the period from (and
     including) 27 October 2004 up to the earlier of (i) the Drawdown Date and
     (ii) 31 December 2004 (or such later date as the Lender, in its sole and
     absolute discretion, shall agree), such commitment fee to be payable on the
     last day thereof.

10.2 The Borrower shall reimburse to the Lender on demand all costs, fees and
     expenses (including, but not limited to, legal fees and expenses) and Taxes
     thereon incurred by the Lender in connection with:

(a)  the negotiation, preparation and execution of this Agreement, the Master
     Agreement and the Security Documents and the insurance consultant's report
     referred to in Clause 5.1(v); and/or

(b)  the preserving or enforcing of, or attempting to preserve or enforce, any
     of its rights under this Agreement, the Master Agreement and the Security
     Documents (or any of them).

10.3 The Borrower shall reimburse to the Lender on demand all costs, fees and
     expenses (including, but not limited to, legal fees and expenses) and Taxes
     thereon incurred by the Lender in connection with:

(a)  any variation of, or amendment or supplement to, any of the terms of this
     Agreement, the Master Agreement and the Security Documents (or any of
     them); and/or

(b)  any consent or waiver required from the Lender in relation to this
     Agreement, the Master Agreement and the Security Documents (or any of
     them), and in each case, regardless of whether the same is actually
     implemented, completed or granted, as the case may be.

10.4 The Borrower shall pay promptly all stamp, documentary and other like
     duties and Taxes to which this Agreement, the Master Agreement and the
     Security Documents (or any of them) may be subject or give rise and shall
     indemnify the Lender on demand against any and all liabilities with respect
     to or resulting from any delay or omission on the part of the Borrower to
     pay any such duties or Taxes.


                                       27



10.5 The Lender shall, without prejudice to any other of the provisions of this
     Agreement, be entitled (but not obliged) at any time and from time to time
     (without prior notice) to debit the Operating Account in order to satisfy
     all or any amounts payable by the Borrower to the Lender pursuant to this
     Clause 10.

11   PAYMENTS AND CALCULATIONS

11.1 All payments to be made by the Borrower to the Lender under this Agreement
     and any of the Security Documents to which the Borrower is a party shall be
     made by not later than 11.00 a.m. (London time) on the due date in same day
     Dollar funds settled through the New York Interbank Payments System (or in
     such other Dollar funds and/or settled in such other manner as the Lender
     shall specify as being customary at the time for the settlement of
     international transactions of the type contemplated by this Agreement) to
     the account of the Lender at the Receiving Bank (Account No 000261123), or
     to such other account with such other bank as the Lender shall from time to
     time notify to the Borrower.

11.2 If any sum payable by the Borrower under this Agreement or any of the
     Security Documents to which the Borrower is a party shall become due on a
     day which is not a Business Day, the due date therefor shall be extended to
     the next succeeding Business Day, unless such Business Day falls in the
     next calendar month, in which event such due date shall be the immediately
     preceding Business Day, and interest shall be payable on such sum during
     any such extension at the rate payable on the original due date.

11.3 The Lender shall maintain accounts showing the amounts from time to time
     lent by it under this Agreement and all other sums owing by the Borrower
     under this Agreement and the Security Documents and all payments in respect
     thereof made by the Borrower from time to time. Such accounts, in the
     absence of manifest error, shall be conclusive evidence as to any amounts
     from time to time owing by the Borrower under this Agreement and the
     Security Documents.

11.4 All payments of interest and commitment fee and any other payments
     hereunder of an annual or periodic nature shall accrue from day-to-day and
     shall be calculated on the basis of the actual number of days elapsed in a
     three hundred and sixty (360) day year.

12   NO COUNTERCLAIM, TAXATION

12.1 All payments to be made by or on behalf of the Borrower to the Lender
     pursuant to this Agreement and any of the Security Documents to which the
     Borrower is a party shall be made (a) without set-off, counterclaim or
     condition whatsoever (including, but not limited to, any set-off,
     counterclaim or condition arising under or in relation to or in connection
     with the Master Agreement) and (b) free and clear of, and without deduction
     for or on account of, any present or future Taxes, unless the Borrower is
     required by law or regulation to make any such payment subject to any
     Taxes.

12.2 In the event that the Borrower is required by any law or regulation to make
     any deduction or withholding on account of any Taxes which arise as a
     consequence of any payment


                                       28



     due under this Agreement or any of the Security Documents to which the
     Borrower is a party, then:

(a)  the Borrower shall notify the Lender promptly as soon as it becomes aware
     of such requirement;

(b)  the Borrower shall remit promptly the amount of such Taxes to the
     appropriate taxation authority, and in any event prior to the date on which
     penalties attach thereto;

(c)  such payment shall be increased by such amount as may be necessary to
     ensure that the Lender receives a net amount which, after deducting or
     withholding such Taxes, is equal to the full amount which the Lender would
     have received had such payment not been subject to such Taxes; and

(d)  the Borrower shall indemnify the Lender against any liability of the Lender
     in respect of such Taxes.

12.3 Not later than thirty days after each deduction or withholding of any such
     Taxes, the Borrower shall forward to the Lender evidence satisfactory to
     the Lender that such Taxes have been remitted to the appropriate taxation
     authority.

13   CHANGES IN CIRCUMSTANCES

13.1 In the event that by reason of:

(a)  the introduction of, or any change in, any applicable law or regulation, or
     any change in the interpretation or application thereof; or

(b)  compliance by the Lender with any directive, request or requirement
     (whether or not having the force of law) of any central bank, government,
     fiscal or other authority, it becomes unlawful or it is prohibited or it is
     contrary to such directive, request or requirement for the Lender to
     maintain or give effect to any of its obligations as contemplated by this
     Agreement, then the Lender may notify the Borrower thereof and, if the Loan
     has been advanced by the Lender, the Borrower shall prepay the Loan
     forthwith in accordance with the terms of this Agreement and the
     obligations of the Lender shall thereupon terminate.

13.2 If the Lender shall at any time be of the opinion that:

(a)  the effect of any applicable law, regulation or regulatory requirements, or
     the interpretation or application thereof, or any change therein (including
     the imposition of Taxes on payments hereunder, other than Taxes on the
     overall net income of the Lender); or

(b)  the effect of complying with any applicable directive, request or
     requirement (whether or not having the force of law) of any central bank or
     any governmental, monetary or other authority (including any type of
     liquidity, stock or capital adequacy controls or other


                                       29



     banking or monetary controls or requirements which affects the manner in
     which the Lender allocates capital resources to its obligations hereunder),
     is:

     (i)  to increase the cost to the Lender of making, funding or maintaining
          its commitment hereunder or the Loan or being a party to this
          Agreement; or

     (ii) to reduce the amount of any payment to the Lender under this Agreement
          or the effective return to the Lender under this Agreement or on its
          capital, then, and in any such case, the Lender shall notify the
          Borrower as soon as practicable thereof and the Borrower shall from
          time to time pay to the Lender on demand such amounts as the Lender
          shall specify to be necessary to compensate the Lender for such
          increased cost or such reduction.

13.3 If and each time that prior to any Interest Period the Lender shall have
     determined that, by reason of circumstances affecting the London Interbank
     Dollar Market, either:

(a)  adequate and fair means do not exist for ascertaining the rate of interest
     applicable to the Loan (or any part thereof) during such Interest Period
     pursuant to Clause 3.1; or

(b)  Dollars are not available to the Lender in order to fund the Loan (or any
     part thereof) during such Interest Period, then the Lender shall as soon as
     practicable give notice of such determination to the Borrower and, if such
     notice shall be given prior to the Loan being advanced by the Lender, the
     Borrower's right to borrow hereunder shall be suspended during the
     continuance of such circumstances. In any event, during the thirty days
     following the giving of such notice, the Borrower and the Lender shall
     negotiate in good faith in order to arrive at an alternative interest rate
     or (as the case may be) an alternative basis for the Lender to fund or
     continue to fund the Loan (or the relevant part thereof) during such
     Interest Period. If within such thirty day period an alternative interest
     rate or (as the case may be) an alternative basis to fund or to continue to
     fund the Loan (or the relevant part thereof) is agreed upon, then such
     alternative interest rate or (as the case may be) such alternative basis
     shall take effect in accordance with its terms. If the Borrower and the
     Lender fail to agree on such an alternative interest rate or (as the case
     may be) alternative basis within such thirty day period and such
     circumstances are continuing at the end of such thirty day period, then the
     Lender shall set an interest period and interest rate representing the cost
     of funding of the Lender in Dollars or in any available currency of the
     Loan plus the Margin. If the circumstance shall continue at the end of such
     interest period, the procedure in this Clause 13.3 shall be repeated. If
     the Borrower shall not agree with such rate then the Borrower may give not
     less than fifteen (15) Business Days' irrevocable notice of prepayment to
     the Lender in which case the commitment hereunder of the Lender shall
     thereupon be cancelled and, if the Loan is outstanding, the Borrower shall
     prepay the Loan on the first Business Day after such period in accordance
     with the terms of this Agreement and the obligations of the Lender shall
     thereupon terminate.


                                       30



14   INDEMNITIES

14.1 The Borrower shall indemnify the Lender on demand against all costs,
     expenses, liabilities and losses sustained or incurred as a result of or in
     connection with:

(a)  any default in payment on the due date of any sum due hereunder (after
     giving credit for any default interest paid by the Borrower thereon under
     Clause 3.4); and/or

(b)  the occurrence and/or continuance of any Event of Default (or event which,
     with the giving of notice and/or lapse of time or other applicable
     condition, might constitute an Event of Default) and/or the acceleration of
     repayment of the Loan pursuant to Clause 9.2; and/or

(c)  the Loan not being borrowed on the date specified in the Notice of Drawing,
     other than as a result of a default by the Lender; and/or

(d)  the payment or other receipt or recovery of all or any part of the Loan or
     any part thereof or an overdue sum otherwise than on the last day of an
     Interest Period relating thereto or other relevant period,

     (including, where appropriate, but not limited to loss of profit and any
     losses sustained or incurred in liquidating or employing deposits from
     third parties acquired or arranged to effect or maintain the Loan or any
     part thereof and, in the applicable circumstances referred to in Clause
     14.1(d), an amount equal to the Margin which would, but for prepayment or
     other receipt or recovery of all or any part of the Loan, have accrued on
     the Loan from the date of such prepayment, receipt or recovery to the end
     of the current Interest Period).

14.2 If, under any applicable law or regulation, and whether pursuant to a
     judgment being made or registered against the Borrower or the liquidation
     of the Borrower or for any other reason, any payment under or in connection
     with this Agreement is made or falls to be satisfied in a currency (the
     "PAYMENT CURRENCY") other than the currency in which such payment is due
     under or in connection with this Agreement (the "CONTRACTUAL CURRENCY"),
     then to the extent that the amount of such payment actually received by the
     Lender, when converted into the contractual currency at the rate of
     exchange, falls short of the amount due under or in connection with this
     Agreement, the Borrower, as a separate and independent obligation, shall
     indemnify and hold harmless the Lender against the amount of such
     shortfall. For the purposes of this Clause 14.2, "RATE OF EXCHANGE" means
     the rate at which the Lender is able on or about the date of such payment
     to purchase the contractual currency with the payment currency and shall
     take into account any premium and other costs of exchange with respect
     thereto.

14.3 The Borrower shall indemnify the Lender on demand against all costs,
     expenses, liabilities and losses sustained or incurred as a result of or in
     connection with any Environmental Claims being made against the Lender or
     otherwise howsoever arising out of any Environmental Incident.


                                       31



14.4 The Borrower shall indemnify the Lender on demand against all costs and
     expenses arising out of the role of the Receiving Bank in relation to the
     Loan.

15   SET-OFF

15.1 The Borrower hereby authorises the Lender (without prior notice) to apply
     any credit balance (whether or not then due) which is at any time held by
     the Lender for the account of the Borrower at any office of the Lender in
     any country in or towards satisfaction of any sum then due from the
     Borrower to the Lender under this Agreement, the Master Agreement or any of
     the Security Documents to which the Borrower is a party and unpaid. For
     that purpose:

(a)  the Lender is authorised to use all or any part of a deposit or other
     credit balance to buy such other currencies as may be necessary to effect
     such application; and

(b)  break, or alter the maturity of, all or any part of a deposit or other
     credit balance of the Borrower; and

(c)  enter into any other transaction or make any entry with regard to a deposit
     or other credit balance as the Lender considers appropriate.

15.2 If the Borrower is the defaulting party under the Master Agreement, the
     Lender, as the non-defaulting party, may (without prejudice to or
     limitation of its right of set-off under section 6(e) of the Master
     Agreement and its rights under Clause 15.1) at the same time as, or at any
     time after, the Borrower's default set-off any amount due from the Borrower
     to the Lender under this Agreement against any amount due from the Lender
     to the Borrower under the Master Agreement, and apply the first amount in
     discharging the second amount. The effect of any set-off under this Clause
     15.2 shall be effective to extinguish or, as the case may require, reduce
     the liabilities of the Lender under the Master Agreement.

15.3 The Lender shall not be obliged to exercise any of its rights under Clause
     15.1, which shall be without prejudice and in addition to any right of
     set-off, combination of accounts, lien or other rights to which the Lender
     is at any time otherwise entitled (whether by operation of law, contract or
     otherwise).

16   SECURITY AND APPLICATION

16.1 The Borrower hereby undertakes with the Lender to execute, deliver and
     perform the provisions of, and procure the execution, delivery and
     performance by the other parties thereto (other than the Lender) of, the
     Security Documents and the provisions thereof at the times and in the
     manner provided in this Agreement and in the Security Documents so that all
     such documents shall both at the date of such execution and delivery and at
     all times during the Security Period be valid and binding obligations of
     the Borrower and such other parties enforceable in accordance with their
     respective terms; without prejudice to the foregoing the Borrower hereby
     further undertakes that the Borrower will at any time during the Security
     Period and on the first written request of the Lender, procure that a
     pledge over all the issued shares in the Borrower in favour of the Lender


                                       32



     and in such form as the Lender shall approve or require be executed and
     delivered to the Lender as additional security for the obligations of the
     Borrower under this Agreement together with all proxies, directors' letters
     of resignations and share stock certificates as are required by such
     pledge.

16.2 All moneys received by the Lender under or pursuant to this Agreement or
     any of the Security Documents and expressed to be applicable in accordance
     with the provisions of this Clause 16.2 shall (unless the Lender otherwise
     requires) be applied by the Lender in the following manner:

     FIRST: in or towards satisfaction of any amounts as are then accrued due
     and payable under this Agreement, the Master Agreement and the Security
     Documents (or any of them) or are then due and payable by virtue of payment
     demanded under this Agreement, the Master Agreement and the Security
     Documents (or any of them) in such order of application as the Lender shall
     think fit;

     SECONDLY: at the option of the Lender (i) in retention of an amount equal
     to any amounts which are not then accrued due and payable under this
     Agreement, the Master Agreement and the Security Documents (or any of them)
     or are not then due and payable by virtue of payment demanded under this
     Agreement, the Master Agreement and the Security Documents (or any of them)
     but which (in the sole and absolute opinion of the Lender) will or may
     become due and payable in the future and, upon the same becoming due and
     payable, in or towards satisfaction thereof in accordance with the
     foregoing provisions of this Clause 16.2 and/or (ii) in or towards
     prepayment of the Loan in accordance with sub-clauses (d) and (e) of Clause
     4.2; and

     THIRDLY: the surplus (if any) shall be paid to the Borrower or to
     whomsoever else may be entitled thereto.

17   COMMUNICATIONS

17.1 Except as otherwise provided for in this Agreement, all notices or other
     communications under or in respect of this Agreement to either party hereto
     shall be in writing (that is by letter, fax or, subject to what is set out
     below, by telex) and shall be deemed to be duly given or made when
     delivered (in the case of personal delivery or letter) and when despatched
     (in the case of telex from the Lender to the Borrower or in the case of a
     fax from either party to the other) to such party addressed to it at the
     address appearing below (or at such address as such party may hereafter
     specify for such purpose to the other by notice in writing):

     (a)  in the case of the Borrower:   Avon Maritime Corp.
                                         P O Box HM 2522
                                         Hamilton HMGX, Bermuda
                                         Fax No: +1 441 295 4957
                                         Attn: William J. Carr


                                       33



          with a copy to:
                                         TBS Shipping Services Inc.
                                         612 East Grassy Sprain Road Yonkers,
                                         New York 10710
                                         USA

                                         Fax: +1 914 961 5121
                                         Attn: Ferdinand V. Lepere

                                         and

                                         Cardillo & Corbett
                                         29 Broadway,
                                         New York New York 10006
                                         USA

                                         Fax: +1 212 797 1212
                                         Attn: Tulio R. Prieto, Esq.

     (b)  in the case of the Lender:     Shipping Business Centre
                                         5-10 Great Tower Street
                                         London EC3P 3HX

                                         Fax No: + 44 (0) 20 7615 0112

     The Borrower may not send notices or other communications by telex to the
     Lender but the Lender reserves the right to send notices or other
     communications by telex to the Borrower. A notice or other communication
     received on a non-working day or after business hours in the place of
     receipt, shall be deemed to be served on the next following working day in
     such place.

17.2 All communications and documents delivered pursuant to or otherwise
     relating to this Agreement or any of the Security Documents shall either be
     in English or accompanied by a certified English translation prepared by a
     translator approved by the Lender.

17.3 A certificate or determination of the Lender as to any matter provided for
     in this Agreement or any of the Security Documents shall, in the absence of
     manifest error, be conclusive and binding on the Borrower.

18   ASSIGNMENTS

18.1 This Agreement shall be binding upon and inure to the benefit of the Lender
     and the Borrower and their respective successors and permitted assigns.

18.2 The Borrower may not assign or transfer all or any part of its rights
     and/or obligations under this Agreement.


                                       34



18.3 The Lender may assign, transfer or sub-participate all or any part of its
     rights or obligations under this Agreement and the Security Documents or
     change its lending office, in any such case, without the consent of the
     Borrower. The Lender shall notify the Borrower promptly following any such
     assignment or transfer or change of lending office.

18.4 The Lender may disclose to any potential assignee or transferee of all or
     any part of its rights or obligations under this Agreement and the Security
     Documents or to any such sub-participant or any other person who may
     otherwise enter into contractual relations with the Lender in relation to
     this Agreement and the Security Documents, such information about this
     Agreement and/or the Security Documents (or any of them) and the Borrower
     and/or its related entities as the Lender thinks fit.

19   MISCELLANEOUS

19.1 Time shall be of the essence in this Agreement. No delay or omission on the
     part of the Lender in exercising any right, power or remedy under this
     Agreement shall impair such right, power or remedy or be construed as a
     waiver thereof nor shall any single or partial exercise of any such right,
     power or remedy preclude any further exercise thereof or the exercise of
     any other right, power or remedy. The rights, powers and remedies herein
     provided are cumulative and not exclusive of any rights, powers and
     remedies provided by law and may be exercised from time to time and as
     often as the Lender deems expedient.

19.2 Any waiver by the Lender of any provision of this Agreement, or any consent
     or approval given by the Lender hereunder, shall only be effective if given
     in writing and then only for the purpose and upon the terms for which it is
     given.

19.3 If at any time any one or more of the provisions in this Agreement is or
     becomes invalid, illegal or unenforceable in any respect under any law or
     regulation, the validity, legality and enforceability of the remaining
     provisions of this Agreement shall not be in any way affected or impaired
     thereby.

19.4 The obligations of the Borrower under this Agreement shall remain in full
     force and effect until the Lender shall have received all amounts due or to
     become due to it hereunder and under the Security Documents in accordance
     with the terms hereof and thereof. Without prejudice to the foregoing, the
     obligations of the Borrower under Clauses 3.4, 10, 12, 13.2 and 14 shall
     survive the repayment of the Loan.

19.5 A person who is not a party to this Agreement has no right under the
     Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
     benefit of any term of this Agreement.

20   LAW AND JURISDICTION

20.1 This Agreement shall be governed by, and construed in accordance with,
     English law.

20.2 Subject to Clause 20.4, the courts of England shall have exclusive
     jurisdiction in relation to all matters which may arise out of or in
     connection with this Agreement.


                                       35



20.3 The Borrower shall not commence any proceedings in any country other than
     England in relation to a matter which arises out of or in connection with
     this Agreement.

20.4 Clause 20.2 is for the exclusive benefit of the Lender which reserves the
     rights:

(a)  to commence proceedings in relation to any matter which arises out of or in
     connection with this Agreement in the courts of any country other than
     England and which have or claim jurisdiction to that matter; and

(b)  to commence such proceedings in the courts of any such country or countries
     concurrently with or in addition to proceedings in England or without
     commencing proceedings in England.

20.5 The Borrower irrevocably appoints Globe Maritime Limited at its registered
     office for the time being, presently at Osborn House, 74-80 Middlesex
     Street, London E1 7EZ, England (fax: +44 20 7375 2625; Attn: James W.
     Bayley), to act as its agent to receive and accept on its behalf any
     process or other document relating to any proceedings in the English courts
     which are connected with this Agreement.

20.6 In this Clause 20, "PROCEEDINGS" means proceedings of any kind, including
     an application for a provisional or protective measure.


                                       36



                                    SCHEDULE

The Mandatory Cost Rate will be calculated in accordance with the following
formula:

     F x 0.01
     --------
       300

where on the day(s) of application of the formula:

F. is the rate of charge payable by the Lender to the Financial Services
Authority pursuant to paragraph 2 of the Fees Regulations (but where for this
purpose, the figure at paragraph 2.02b/2.03b shall be deemed to be zero) and
expressed in pounds per (pound) 1 million of the Fee Base of the Lender.

For the purposes of this Schedule:

Fee Base has the meaning ascribed to it for the purposes of, and all be
calculated in accordance with, the Fees Regulations.

Fees Regulations means, as appropriate, either the Banking Supervision (Fees)
Regulations 2000 or such regulations as from time to time may be in force,
relating to the payment of fees for banking supervision in respect of periods
subsequent to 31 March 2001.

Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.

If alternative or additional financial requirements are imposed which in the
Lender's opinion make the formula set out above no longer appropriate, the
Lender shall be entitled to stipulate such other formula as shall be suitable to
apply in substitution for the formula set out above.


                                       37



IN WITNESS whereof the parties hereto have entered into this Agreement the date
first above written.


SIGNED by                              )
Christophil B. Costas                  )
for and on behalf of                   )
AVON MARITIME CORP.                    )
in the presence of: Jennifer Taylor    )


SIGNED by                              )
Sonia D. Odom                          )
for and on behalf of                   )
THE ROYAL BANK OF                      )
SCOTLAND PLC                           )
in the presence of: Jennifer Taylor    )


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