		Exhibit 4.110
1. Date of Agreement
19th November 2018 Vessel's Name: MV XANADU		THE BALTCIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: "SHIPMAN 98" Part I
2. Owners (name, place of registered office and law of registry) (Cl. 1)		3. Managers (name, place of registered office and law of registry) (Cl. 1)

	Name		Name
	SALACIA MARINE INC.		TMS DRY LTD.
	Place of registered office		Place of registered office
	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960		Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960
	Law of registry		Law of registry
	Republic of Marshall Islands		Republic of Marshall Islands
4. Day and year of commencement of Agreement (Cl. 2)
	DATE OF DELIVERY OF THE VESSEL UNDER THE BAREBOAT CHARTER BETWEEN SALACIA MARINE INC. AND HARPINA OWNING COMPANY LIMITED
5. Crew Management (state "yes or no" as agreed) (Cl. 3.1)		6. Technical Management (state "yes" or "no" as agreed) (Cl. 3.2)
	YES			YES

7. Commercial Management (state "yes or no" as agreed) (Cl. 3.3)		8. Insurance Arrangements (state "yes or "no" as agreed) (Cl. 3.4)
	YES			YES

9. Accounting Services (state "yes" or "no" as agreed) (Cl. 3.5)		10. Sale of purchase of the Vessel (state "yes" or "no" as agreed) (Cl. 3.6)
	YES			YES

11. Provisions (state "yes" or "no" as agreed) (Cl. 3.7)		12. Bunkering (state "yes" or "no" as agreed) (Cl. 3.8)
	YES			YES

13. Chartering Service Period (only to be filed in if "yes" stated in Box 7) (Cl. 3.3(i))		14. Owners' Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
	Ten Years from date indicated ln Box 4			6.3(ii)

15. Annual Management Fee (state annual amount) (Cl. 8.1)		16. Severance Costs (state alternative (i), (ii) or (iii) of Cl. 8.4(ii))
	As per Agreement dated 9^th December 2016 as amended and supplemented by a supplemental agreement dated 31^st May 2018 between inter alia the Managers and Dryships Inc.			As per applicable Collective Bargaining Agreement (CBA)

17. Day and year of termination of Agreement (Cl. 17)		18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
	Ten Years from date indicated in Box 4			19.1

19. Notices (state postal and cable address and telefax number for servicing notice and communication to the Owners) (Cl. 20)		20. Notice (state postal and cable address and telefax number for servicing notice and communication to the Managers) (Cl. 20)
	c/o CEFAI & ASSOCIATES 5/2 Merchants Street, Valletta, Malta, Tel: (+356) 21222097 Fax: (+356) 21249950 Email: info@cefaladvocates.com			TMS DRY LTD. Athens Shipmanagement Office 11 Fragkokklisias Street, 151 25Marousi, Greece Tel: +30 210 3440600 Fax: +30 210 3440655 Email: management@tms-dry.com

This document Is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel), "B" (Details of Crew), “C” ("Budget") and "D" (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A" &. "B", "C" and "D" shall prevail over those of PART II to the extent of such conflict but no further..

Signature(s) (Owners) Adriano Cefai, Director of MARE SERVICES LIMITED Sole Director of SALACIA MARINE INC.	Signature(s) (Managers) Adriano Cefai, Director of MARE SERVICES LIMITED Sole Director of TMS DRY LTD.

	/s/ Adriano Cefai		/s/ Adriano Cefai
	DR. ADRIANO CEFAI DIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA 1171		DR. ADRIANO CEFAI DIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA 1171

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX "A" (DETAILS OF VESSEL OR VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME: "SHIPMAN 98"

Date of Agreement:
Name of Vessel(s): M/V	XANADU
Particulars of Vessel(s):	Call Sing IMO No. Flag Built SDWT Grt Nrt	- 9HA4370 - 9724661 - MALTA - 15/02/2017 - 208,827 MT - 107,366 - 67,552

ANNEX "B" (DETAILS OF CREW) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME: "SHIPMAN 98"

Date of Agreement:
Details of Crew: N/A

~~Numbers~~	~~Rank~~	~~Nationality~~

ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME: "SHIPMAN 98"

See Box 15 and Clause 9

Managers’ Budget for the first year with effect from the Commencement Date of this Agreement:

M/V XANADU

ITEMS	YEARLY (USD) 15/ll-31/l2(47d)	MONTHLY (USD)
1 TOTAL CREW EXPENSES	126,007	81,547
2 STORES	15,463	10,007
3 SPARES	26,085	16,881
4 REPAIR/ MAINTENANCE/ SURVEY	5,828	3,772
5 LUBRICANTS	18,001	11,650
6 SUPT. TRAVEL / COMM. I MISC.	14,476	9,368
7 INSURANCE (H+M, P+I, WAR, LOH)	24,581	15,908
GRAND TOTAL OPERATING COST	230,441	149,133
DAILY AVERAGE (EXCL, DOCKING COST)	4,903
PRE-DELIVERY COST

NOTE:

1.	Prices basis at average of Singapore, Continent & China, otherwise, to be charged at actual
2.	Crew change basis Asia, Australia and Continent ports, otherwise, to be adjusted
3.	Spares costs are for routine maintenance (excluding major items)
4.	Parity Euro / USD at 1,195
5.	The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day

ANNEX "D" (ASSOCIATED VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME: "SHIPMAN 98"

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "D"
THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS
AGREEMENT.

Date of Agreement:
Details of Associated Vessels

PART II

"Shipman 98" Standard Ship Management Agreement

1. Definitions

In this Agreement save where the context otherwise requires,

the following words and expressions shall have the meanings

hereby assigned to them.

for the duties for which they are engaged and are in possession

of valid medical certificates issued in accordance with

appropriate flag State requirements. In the absence of

applicable flag State requirements the medical certificate shall

be dated not more than three months prior to the respective

"Owners" mean the party identified in Box. 2.

"Managers" mean the party identified in Box 3.

"Vessel" means the vessel or vessels details of which are set

out in Annex "A" attached hereto.

"Crew" mans the Master, officers and ratings of the numbers,

rank and nationality specified in Annex “B” hereto.

"Crew Support Costs" means all expenses of a general nature

which are not particularly referable to any individual vessel for

the time being managed by the Managers and which are incurred

by the Managers for the purpose of providing an efficient and

economic management service and, without prejudice to the

generality of the foregoing, shall include the cost of crew standby

pay, training schemes for officers and ratings, cadet training

schemes, sick pay, recruitment and interviews.

"Severance Costs" means the costs which the employers are

legally obliged to pay to or in respect of the Crew as a result of

the early termination of any employment contract for service on

the Vessel.

"Crew Insurances" means insurances against crew risks which

shall include but not be limited to death, sickness, repatriation,

injury, shipwreck unemployment indemnity and loss of personal

effects.

"Management Services" means the services specified in sub-

clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

"ISM Code" means the International Management Code for the

Safe Operation of Ships and for Pollution Prevention as adopted

by the International Maritime Organization (IMO) by resolution

A.741(18) or any subsequent amendment thereto.

"STCW 95" means the International Convention on Standards

of Training, Certification and Watchkeeping for Seafarers, 1978,

as amended in 1995 or any subsequent amendment thereto.

2. Appointment of Mangers

With effect from the day and year stated in Box 4 and continuing

unless and until terminated as provided herein, the Owners

hereby appoint the Managers and the Managers hereby agree

to act as the Managers of the Vessel.

3. Basis of Agreement

Subject to terms and conditions herein provided, during the

period of this Agreement, the Managers shall carry out

Management Services in respect of the Vessel as agents for

and on behalf of the Owners. The Managers shall have authority

to take such actions as they may from time to time in their absolute

discretion consider to be necessary to enable them to perform

this Agreement in accordance with sound ship management

practice.

3.1. Crew Management

(only applicable if agreed according to Box 5)

The Managers shall provide suitably qualified Crew for the Vessel

as required by the Owners in accordance with the STCW 95

requirements, provision of which includes but it is not limited to

the following functions:

(i) selecting and engaging the Vessel's Crew, including payroll

arrangements, pension administration, and insurances for

the Crew other than those mentioned in Clause 6;

(ii) ensuring that the applicable requirements of the law of the

flag of the Vessel are satisfied in respect of manning levels,

rank, qualification and certification of the Crew and

employment regulations including Crew's tax, social

insurance, discipline and other requirements;

(iii) ensuring that all members of the Crew have passed a medical

examination with a qualified doctor certifying that they are fit

Crew members leaving their country of domicile and

maintained for the duration of their service on board the Vessel;

(iv) ensuring that the Crew shall have a command of the English

language of a sufficient standard to enable them to perform

their duties safely;

(v) arranging transportation of the Crew, including repatriation;

(vi) training the Crew and supervising their efficiency;

(vii) conducting union negotiations;

(viii) operating the Managers' drug and alcohol policy unless

otherwise agreed.

3.2 Technical Management

(only applicable if agreed according to Box 6)

The Managers sl1all provide technical management which

includes, but is not limited to, the following functions:

(i) provision of competent personnel to supervise the

maintenance and general efficiency of the Vessel;

(ii) arrangement and supervision of dry dockings, repairs,

alterations and the upkeep of the Vessel to the standards

required by the Owners provided that the Managers shall

be entitled to incur the necessary expenditure to ensure

that the Vessel will comply with the law of the flag of the

Vessel and of the places where she trades, and all

requirements and recommendations of the classification

society;

(iii) arrangement of the supply of necessary stores, spares and

lubricating oil;

(iv) appointment of surveyors and technical consultants as the

Managers may consider from time to time to be necessary;

(v) development, implementation and maintenance of a Safety

Management System (SMS) in accordance with the ISM

Code (see sub-clauses 4.2 and 5.3).

(vi) supervision of vessels under construction at the specific

request of the Owners and after approval by the Owner of

the relevant budget submitted by the Managers.

3.3 Commercial Management

(only applicable if agreed according to Box 7)

The Managers shall provide the commercial operation of the

Vessel, as required by the Owners, which includes, but is not

limited to, the following functions:

(i) providing chartering services in accordance with the Owners'

instructions which include, but are not limited to, seeking

and negotiating employment for the Vessel and the conclusion

(including the execution thereof) of charter parties or other

contracts relating to the employment of the Vessel. If such a

contract exceeds the period stated in Box 13, consent thereto

in writing shall first be obtained from the Owners.

(ii) arranging of the proper payment to Owners or their nominees

of all hire and/or freight revenues or other moneys of

whatsoever nature to which Owners may be entitled arising

out of the employment of or otherwise in connection with the

Vessel.

(iii) providing voyage estimates and accounts and calculating of

hire, freights, demurrage and/or despatch moneys due from

or due to the charterers of the Vessel;

(iv) issuing of voyage instructions;

(v) appointing agents;

(vi) appointing stevedores;

(vii) arranging surveys associated with the commercial operation

of the Vessel.

3.4 Insurance Arrangements’

(only applicable if agreed according to Box 8)

The Managers shall arrange insurances in accordance with

PART II

"Shipman 98" Standard Ship Management Agreement

Clause 6, on such terms and conditions as the Owners shall

have instructed or agreed, in particular regarding conditions,

insured values, deductibles and franchises.

3.5 Accounting Services

(only applicable if agreed according to Box 9)

The Managers shall:

(i) establish an accounting system which meets the reasonable

requirements of the Owners and provide regular accounting

services, supply regular reports and records.

(ii) maintain the records of all costs and expenditure incurred

as well as data necessary or proper for the settlement of

accounts between the parties.

3.6 Sale or Purchase of the Vessel

(only applicable if agreed according to Box 10)

The Managers shall, in accordance with the Owners’ instructions,

supervise the sale or purchase of the Vessel, including the

performance of any sale or purchase agreement, ~~but not~~

negotiation of the same.

3.7 Provisions (only applicable if agreed according to Box 11)

The Managers shall arrange for the supply of provisions.

3.8 Bunkering (only applicable if agreed according to Box 12)

The Managers shall arrange for the provision of bunker fuel of the

quality specified by the Owners as required for the Vessel’s trade.

4. Managers’ Obligations

4.1 The Managers undertake to use their best endeavours

~~endeavour~~ to

provide the agreed Management Services as agents for and on

behalf of the Owners in accordance with sound ship management

practice and to protect and promote the interests of the Owners in

all matters relating to the provision of services hereunder.

Provided, however, that the Managers in the performance of their

management responsibilities under this Agreement shall be entitled

to have regard to their overall responsibility in relation to all vessels

as may from time to time be entrusted to their management and

in particular, but without prejudice to the generality of the foregoing,

the Managers shall be entitled to allocate available supplies,

manpower and services in such manner as in the prevailing

circumstances the Managers in their absolute discretion consider

to be fair and reasonable.

4.2 Where the Managers are providing Technical Management

in accordance with sub-clause 3.2, they shall procure that the

requirements of the law of the flag of the Vessel are satisfied and

they shall in particular be deemed to be the “Company” as defined

by the ISM Code, assuming the responsibility for the operation of

the Vessel and taking over the duties and responsibilities imposed

by the ISM Code when applicable.

5. Owners’ Obligations

5.1 The Owners shall pay all sums due to the Managers punctually

in accordance with the terms of this Agreement.

5.2 Where the Managers are providing Technical Management

in accordance with sub-clause 3.2, the Owners shall:

(i) procure that all officers and ratings supplied by them or on

their behalf comply with the requirements of STCW 95;

(ii) instruct such officers and ratings to obey all reasonable orders

of the Managers in connection with the operation of the

Managers’ safety management system.

5.3 Where the Managers are not providing Technical Management

in accordance with sub-clause 3.2, the Owners shall procure that

the requirements of the law of the flag of the Vessel are satisfied

and that they, or such other entity as may be appointed by them

and identified to the Managers, shall be deemed to be the

“Company” as defined by the ISM Code assuming the responsibility

for the operation of the Vessel and taking over the duties and

responsibilities imposed by the ISM Code when applicable.

6. Insurance Policies

The Owners shall procure, whether by instructing the Managers

under sub-clause 3.4 or otherwise, that throughout the period of this Agreement:

6.1 at the Owners’ expense, the Vessel is insured for not less

than her sound market value or entered for her full gross tonnage,

as the case may be for:

(i) usual hull and machinery marine risks (including crew

negligence) and excess liabilities;

(ii) protection and indemnity risks (including pollution risks and

Crew Insurances); and

(iii) war risks (including protection and indemnity and crew risks)

in accordance with the best practice of prudent owners of

vessels of a similar type to the Vessel, with first class insurance

companies underwriters or associations; (“the Owners’

Insurances”);

(vi) Freight, Demurrage and Defense Insurance

(v) Certificate of Financial Responsibility

(vi) Crew Personal Accident and Sundries insurance cover

(vii) Any other insurance required by law

(viii) Any Insurance that can be arranged and not Included in the

above but is requested by the Owners in writing

6.2 all premiums deductibles, supplementary calls and/or excess

supplementary calls and release calls on the Owners' insurances

are paid

promptly by their due date.

6.3 the Owners’ Insurances name the Managers and, subject

to underwriters’ agreement, any third party designated by the

Managers as a joint assured, with full cover, with the Owners

obtaining cover in respect of each of the insurances specified in

sub-clause 6.1:

~~(i) on terms whereby the Managers and any such third party~~

~~are liable in respect of premiums or calls arising in connection~~

~~with the Owners’ Insurances; or~~

(ii) if reasonably obtainable, on terms such that neither the

Managers nor any such third party shall be under any

liability in respect of premiums or calls arising in connection

with the Owners’ Insurances; or

(iii) on such other terms as may be agreed in writing.

Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left

blank then (i) applies.

6.4 written evidence is provided, to the reasonable satisfaction

of the Managers, of their compliance with their obligations under

Clause 6 within a reasonable time of the commencement of

the Agreement, and of each renewal date and, if specifically

requested, of each payment date of the Owners’ Insurances.

7. Income Collected and Expenses Paid on Behalf of Owners

7.1 All moneys collected by the Managers under the terms of

this Agreement (other than moneys payable by the Owners to

the Managers) and any interest thereon shall be held to the

credit of the Owners in a separate bank account.

7.2 All expenses incurred by the Managers under the terms

of this Agreement on behalf of the Owners (including expenses

as provided in Clause 8) may be debited against ~~the Owners~~

in the account referred to under sub-clause 7.1 but shall in any

event remain payable by the Owners to the Managers on

demand.

8. Management Fee

8.1(a) The Owners shall pay to the Managers for their services

as Managers under this Agreement ~~an annual~~ a daily management

fee as stated in Box 15 which shall be payable to equal

monthly installments in advance, the first installment being

payable on the commencement of this Agreement (see Clause

2 and Box 4) and subsequent installments being payable every

month.

PART II

"Shipman 98" Standard Ship Management Agreement

8.1(b) The Owners shall place with the Manager for the duration

of this Agreement an amount equal to three months of

management fee stated in Box 15 as security.

Upon termination of this Agreement, all moneys remaining

within the security or any portion thereof, if the amounts due to

the Manager pursuant with the obligations set forth in the

management agreement and their addenda (if any) is less than

the security amount paid as per above shall be returned to the

Owner subject to the terms and conditions of this agreement. It

is being understood that in event of default from the part of the

Owner is forfeited in favor of the Manager without prejudice to

any rights which the Manager may have against the Owner in

law or in equity.

8.2 The management fee shall be to ~~an annual~~ a review

~~on the anniversary date of the Agreement and~~ for each calendar

year and will be automatically adjusted to the Greek CPI index

for the previous year. It is understood that any such increase

will not be less than 3% and not more than 5%. The proposed

fee shall be presented in the ~~annual~~ budget referred to in sub-

~~clause 9.1~~ clause 9.1

8.3 The Managers shall, at no extra cost to the Owners, provide

their own office accommodation, office staff, facilities and

stationery. Without limited the generality of Clause 7 the Owners

shall reimburse the Managers for postage and communication

expenses, traveling expenses, and other out of pocket

expenses properly incurred by the Managers in pursuance of

the Management Services.

8.4 In the event of the appointment of the Managers being

terminated for any reason other than Clause 18.2 ~~by the Owners~~

~~or the Managers in accordance with~~

~~the provisions of Clauses 17 and 18 other than by reason of~~

~~default by the Managers, or if the Vessel is lost, sold or otherwise~~

~~disposed of,~~ the “management fee” shall be payable to the

Managers

~~according to the provisions of sub-clause 8.1, shall continue to~~

~~be payable~~ for a further period of three calendar months as

from the termination date. In addition, provided that the

Managers provide Crew for the Vessel in accordance with sub-

clause 3.1;

(i) the Owners shall continue to pay Crew Support Costs during

the said further period of three (3) calendar months and

(ii) the Owners shall pay an equitable proportion of any

Severance Costs which may materialize, not exceeding

the amount stated in Box 16.

8.5 If the Owners decide to lay-up the Vessel whilst this

Agreement remains in force and such lay-up lasts for more

than three months, an appropriate reduction of the management

fee for the period exceeding three months until one month

before the Vessel is again put into service shall be mutually

agreed between the parties.

8.6 Unless otherwise agreed in writing all discounts and

commissions obtained by the Managers in the course of the

management of the Vessel shall be credited to the Owners. For the

avoidance of any doubt, it is understood that insurance is

charged on a gross rate basis.

8.7 In case of vessels under construction, no management fee

will be charged by the Managers until the vessel's delivery to

the Owners. However, in case Owners instruct the Managers to

supervise vessels under construction as per Clause 3.2(vi) then

the Managers will be due an upfront fee equal to 10% of the

budget approved by the Owners. Such fee, will be payable in

USD. For the avoidance of any doubt the rest of the paragraphs

of Clause 8 to remain in force.

9. Budgets and Management of Funds

9.1 On or before November 30 of each calendar year ~~The~~

Managers shall present to the Owners ~~annually~~ a

budget (see Annex “C”) for the ~~following twelve months~~ next

calendar year in such form as the

Owners reasonably require. ~~The budget for the first year hereof is~~

~~set out~~

~~in Annex “C” hereto. Subsequent annual budgets shall be~~

~~prepared by the Managers and submitted to the Owners not~~

~~less than three months before the anniversary date of~~

~~the commencement of this Agreement (see Clause~~ 2 ~~and~~ ~~Box 4~~).

9.2 The Owners shall indicate to the Managers their acceptance

and approval of the ~~annual~~ budget within one month of

presentation and in the absence of any such indication the

Managers shall be entitled to assume that the Owners have

accepted the proposed budget.

9.3 The Owner shall place with the Manager for the duration of

this Agreement an amount equal to three months running

expenses as working capital reserve. For calculation purposes

the reserve will be based on the agreed budgeted daily average

cost as per the respective management agreement. Upon

termination of this Agreement all moneys remaining within the

working capital reserve shall be returned to the Owner subject

to the terms and conditions of this agreement. ~~Following the~~

~~agreement of the budget, the Managers shall~~

~~prepare and present to the Owners their estimate of the working~~

~~capital requirement of the Vessel and the Managers shall each~~

~~month update this estimate, based thereon, the Managers shall~~

~~each month request the Owners in writing for the funds required~~

~~to run the Vessel for the ensuing month, including the payment~~

~~of any occasional or extraordinary item of expenditure, such as~~

~~emergency repair costs, additional insurance premiums, bunkers~~

~~or provisions. Such funds shall be received by the Managers~~

~~within ten running days after the receipt by the Owners of the~~

~~Managers’ written request and shall be held to the credit of the~~

~~Owners in a separate bank account.~~

9.4 The Managers shall produce a comparison between

budgeted and actual income and expenditure of the Vessel in

such form as required by the Owners ~~monthly~~ on a yearly basis or

at such other

intervals as mutually agreed.

9.5 Notwithstanding anything contained herein to the contrary,

the Managers shall in no circumstances be required to use or

commit their own funds to finance the provision of the

Management Services.

10. Managers’ Right to Sub-Contract

The Managers shall ~~not~~ have the right to sub-contract any of

their obligations hereunder, including those mentioned in sub-

clause 3.1, ~~without the prior written consent of the Owners which~~

~~shall not be unreasonably withheld~~. In the event of such a sub-

contract the Managers shall remain fully liable for the due

performance of their obligations under this Agreement.

11. Responsibilities

11.1 Force Majeure - Neither the Owners nor the Managers

shall be under any liability for any failure to perform any of their

obligations thereunder by reason of any cause whatsoever of

any nature or kind beyond their reasonable control. For the

avoidance of any doubt financial force majeure does not apply.

11.2 Liability to Owners – (i) Without prejudice to sub-clause

11.1, the Managers shall be under no liability whatsoever to the

Owners for any loss, damage, delay or expense of whatsoever

nature, whether direct or indirect, (including but not limited to

loss of profit arising out of or in connection with detention of or

delay to the Vessel) and howsoever arising in the course of

performance of the Management Services UNLESS same is

proved to have resulted solely from the negligence, gross

negligence or willful default of the Managers or their employees,

or agents or sub-contractors employed by them in connection

with the Vessel, in which case (save where loss, damage, delay

or expense has resulted from the Managers’ personal act or

omission committed with the intent to cause same or recklessly

and with knowledge that such loss, damage, delay or expense

would probably result) the Managers’ liability for each incident

or series of incidents giving rise to a claim or claims shall never

exceed a total of ten times the annual management fee payable

hereunder.

(i) Notwithstanding anything that may appear to the contrary in

this Agreement, the Managers shall not be liable for any of the

PART II

"Shipman 98" Standard Ship Management Agreement

actions of the Crew, even if such actions are negligent, grossly

negligent or willful, except only to the extent that they are shown

to have resulted from a failure by the Managers to discharge

their obligations under sub-clause 3.1, in which case their liability

shall be limited in accordance with the terms of this Clause 11.

11.3 Indemnity – Except to the extent and solely for the amount

therein set out that the Managers would be liable under sub-

clause 11.2, the Owners hereby undertake to keep the Managers

and their employees, agents and sub-contractors indemnified

and to hold them harmless against all actions, proceedings,

claims, demands or liabilities whatsoever or howsoever arising

which may be brought against them or incurred or suffered by

them arising out of or in connection with the performance of the

Agreement, and against and in respect of all costs, losses,

damages and expenses (including legal costs and expenses on

a full indemnity basis) which the Managers may suffer or incur

(either directly or indirectly) in the course of the performance of

this Agreement.

11.4 “Himalaya” - It is hereby expressly agreed that no

employee or agent of the Managers (including every sub-

contractor from time to time employed by the Managers) shall in

any circumstances whatsoever be under any liability whatsoever

to the Owners for any loss, damage or delay of whatsoever kind

arising or resulting directly or indirectly from any act, neglect or

default on his party while acting in the course of or in connection

with his employment and, without prejudice to the generality of

the foregoing provisions in this Clause 11, every exemption,

limitation, condition and liberty herein contained and every right,

exemption from liability, defence and immunity of whatsoever

nature applicable to the Managers or to which the Managers are

entitled hereunder shall also be available and shall extend to

protect every such employee or agent of the Managers acting

as aforesaid and for the purpose of all the foregoing provisions

of this Clause 11 the Managers are or shall be deemed to be

acting as agent or trustee on behalf of and for the benefit of all

persons who are or might be their servants or agents from time

to time (including sub-contractors as aforesaid) and all such

persons shall to this extent be or be deemed to be parties to this

Agreement.

12. Documentation

Where the Managers are providing Technical Management in

accordance with sub-clause 3.2 and/or Crew Management in

accordance with sub-clause 3.1, they shall make available,

upon Owners’ request, all documentation and records related

to the Safety Management System (SMS) and/or the Crew

which the Owners need in order to demonstrate compliance

with the ISM Code and STCW 95 or to defend a claim against

a third party.

13. General Administration

13.1 The Managers shall handle and settle all claims arising

out of the Management Services hereunder and keep the Owners

informed regarding any incident of which the Managers become

aware which gives or may give rise to claims or disputes involving

third parties.

13.2 The Managers shall, as instructed by the Owners, bring

or defend actions, suits or proceedings in connection with matters

entrusted to the Managers according to this Agreement.

13.3 The Managers shall also have power to obtain legal or

technical or other outside expert advice in relation to the handling

and settlement of claims and disputes or all other matters

affecting the interests of the Owners in respect of the Vessel.

13.4 The Owners shall arrange for the provision of any

necessary guarantee bond or other security.

13.5 Any costs reasonably incurred by the Managers in

carrying out their obligations according to Clause 13 shall

be reimbursed by the Owners.

14. Auditing

The Managers shall at all times maintain and keep true and

correct accounts in accordance with sound accounting practice

and an adequate and effective system of internal controls and

procedures and shall make the same available for permit the

inspection

and auditing by the Owners and their Auditors at such times as

may be mutually

agreed. On the termination, for whatever reasons, of this

Agreement the Managers shall release to the Owners, if so

requested, the originals when possible, or otherwise certified

copies, of all such accounts and all documents specifically relating

to the Vessel and her operation.

15. Inspection of Vessel

The Owners shall have the right at any time after giving

reasonable notice to the Managers to inspect the Vessel for any

reason they consider necessary.

16. Compliance with Laws and Regulations

The Managers will not do or permit to be done anything which

might cause any breach or infringement of the laws and

regulations of the Vessel’s flag, or of the places where she trades.

17. Duration of the Agreement

This Agreement shall come into effect on the day and year stated

in Box 4 and shall continue until the date stated in Box 17.

Thereafter it shall automatically renew for a five-year period and

shall thereafter be extended in additional five-year increments if

notice of termination is not provided by the Owners in the fourth

quarter of the year immediately preceding the end of the

respective term. ~~continue until terminated by either party giving~~

~~to the other notice in writing, in which event the Agreement shall~~

~~terminate upon the expiration of a period of two months from the~~

~~date upon which such notice was given.~~

18. Termination

18.1 Owners’ default

(i) The Managers shall be entitled to terminate the Agreement

with immediate effect by notice in writing if any moneys

payable by the Owners under this Agreement and/or the

owners of any associated vessel, details of which are listed

in Annex “D”, shall not have been received in the Managers’

nominated account within ten running days of receipt by

the Owners of the Managers written request or if the Vessel

is repossessed by the Mortgagees.

(ii) If the Owners:

(a) fail to meet their obligations under sub-clauses 5.2

and 5.3 of this Agreement for any reason within their

control, or

(b) proceed with the employment of or continue to employ

the Vessel in the carriage of contraband, blockade

running, or in an unlawful trade, or on a voyage which

in the reasonable opinion of the Managers is unduly

hazardous or improper,

the Managers may give notice of the default to the Owners,

requiring them to remedy it as soon as practically possible.

In the event that the Owners fail to remedy it within a

reasonable time to the satisfaction of the Managers, the

Managers shall be entitled to terminate the Agreement

with immediate effect by notice in writing.

18.2 Managers’ Default

If the Managers fail to meet their obligations under Clauses 3

and 4 of this Agreement for any reason within the control of the

Managers, the Owners may give notice to the Managers of the

default, requiring them to remedy it as soon as practically

possible. In the event that the Managers fail to remedy it within a

reasonable time to the satisfaction of the Owners the Owners

shall be entitled to terminate the Agreement with immediate effect

by notice in writing

PART II

"Shipman 98" Standard Ship Management Agreement

18.3 Extraordinary Termination

This Agreement shall be deemed to be terminated in the case of

the sale of the Vessel or if the Vessel becomes a total loss or is

declared as a constructive or compromised or arranged total

loss or is requisitioned.

18.4 For the purpose of sub-clause 18.3 hereof

(i) the date upon which the Vessel is to be treated as having

been sold or otherwise disposed or shall be the date on

which the Owners cease to be registered as Owners of

the Vessel;

(ii) the Vessel shall not be deemed to be lost unless either

she has become an actual total loss or agreement has

been reached with her underwriters in respect of her

constructive, compromised or arranged total loss or if such

agreement with her underwriters is not reached it is

adjudged by a competent tribunal that a constructive loss

of the Vessel has occurred.

18.5 This Agreement shall terminate forthwith in the event of

an order being made or resolution passed for the winding up,

dissolution, liquidation or bankruptcy of either party (otherwise

than for the purpose of reconstruction or amalgamation) or if a

receiver is appointed, or it if suspends payment, ceases to carry

on business or makes any special arrangement or composition

with its creditors.

18.6 The termination of this Agreement shall be without

prejudice to all rights accrued due between the parties prior to

the date of termination.

18.7 Termination After Change of Control

This Agreement will terminate automatically immediately after a

change of control (as defined below) of the Owners and/or

the Owners ultimate parent. Upon such termination, the Owners

will be required to pay the Manager the Termination Payment in

a single Installment.

For the purpose of this Agreement "Change of Control" means

the occurrence of any of the following:

(i) The acquisition by any individual, entity or group of

beneficial ownership of fifty (50) percent (%) or more of either

(A) the then-outstanding shares of stock of the Owner and/or

the Owners ultimate parent or (B) the combined voting power of

the then-outstanding voting securities of the Owner and/or the

Owners ultimate parent entitled to vote generally in the election

of directors;

(ii) The consummation of a reorganization, merger or

consolidation of Owner and/or the Owners. ultimate parent or

the sale or other disposition of all or substantially all of the

assets of Owner and/or Owners ultimate parent.

(iii) The approval by the shareholders of Owner and/or the

Owners ultimate parent of a complete liquidation or dissolution

of Owner and/or the Owners ultimate parent.

Further, for the purpose of this Agreement "Termination

Payment" means a payment to be received by the Manager in

the event of a Change of Control. Such payment shall be equal

to the estimated remaining fees payable to the Manager under

the then current term of the agreement but in any case shall not

be less than for a period of 36 months and not more than a

period of 48 months.

19. Law and Arbitration

19.1 This Agreement shall be governed by and construed in

accordance with English law and any dispute arising out of or

in connection with this Agreement shall be referred to arbitration

in London in accordance with the Arbitration Act 1996 or

any statutory modification to re-enactment thereof save to

the extent necessary to give effect to the provisions of this

Clause.

The arbitration shall be conducted in accordance with the

London Maritime Arbitrators Association (LMAA) Terms

current at the time when the arbitration proceedings are

commenced.

The reference shall be to three arbitrators. A party wishing

to refer a dispute to arbitration shall appoint its arbitrator

and send notice of such appointment in writing to the other

party requiring the other party to appoint its own arbitrator

within 14 calendar days of that notice and stating that it will

appoint its arbitrator as sole arbitrator unless the other party

appoints its own arbitrator and gives notice that it has done

so within the 14 days specified. If the other party does not

appoint its own arbitrator and give notice that it has done so

within the 14 days specified, the party referring a dispute to

arbitration may, without the requirement of any further prior

notice to the other party, appoint its arbitrator as sole

arbitrator and shall advise the other party accordingly. The

award of a sole arbitrator shall be binding on both parties

as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing

to vary these provisions to provide for the appointment of a

sole arbitrator.

In cases where neither the claim nor any counterclaim

exceeds the sum of USD50,000 (or such other sum as the

parties may agree) the arbitration shall be conducted in

accordance with the LMAA Small Claims Procedure current

at the time when the arbitration proceedings are commenced.

19.2 This Agreement shall be governed by and construed

in accordance with Title 9 of the United States Code and

the Maritime Law of the United States and any dispute

arising out of or in connection with this Agreement shall be

referred to three persons at New York, one to be appointed

by each of the parties hereto, and the third by the two so

chosen; their decision that of any two of them shall be

final, and for the purposes of enforcing any award,

judgment may be entered on an award by any court of

competent jurisdiction. The proceedings shall be conducted

in accordance with the rules of the Society of Maritime

Arbitrators, Inc.

In cases where neither the claim nor any counterclaim

exceeds the sum of USD50,000 (or such other sum as the

parties may agree) the arbitration shall be conducted in

accordance with the Shortened Arbitration Procedure of the

Society of Maritime Arbitrators, Inc, current at the time when

the arbitration proceedings are commenced.

19.3 This Agreement shall be governed by and construed

in accordance with the laws of the place mutually agreed by

the parties and any dispute arising out of or in connection

with this Agreement shall be referred to arbitration at a

mutually agreed place, subject to the procedures applicable

there.

19.4 If Box 18 in Part I is not appropriately filled in, sub-

clause 19.1 of this Clause shall apply.

Note: 19.1, 19.2 and 19.3 are alternatives; indicate

alternative agreed in Box 18.

20. Notices

20.1 Any notice to be given by either party to the other

party shall be in writing and may be sent by fax, telex,

registered or recorded mail or by personal service.

20.2 The address of the Parties for service of such

communication shall be as stated in Boxes 19 and 20,

respectively.

21. Other Fees

21.1 Incentive Fee

At their sole discretion the Owners on an annual basis in order

to provide the Managers with a performance incentive, may

make a payment to the Managers of an incentive fee in addition

to the management fee,

21.2 Chartering

One and a quarter per cent (1.25%) of all monies earned by the

Vessel. Such fee will be payable in USD. For the avoidance of

any doubt and regardless of Clause 8.5, chartering commissions

shall survive the termination of this agreement under all

circumstances until the termination of the charter party in force

at the time or termination of any other employment arranged

PART II

"Shipman 98" Standard Ship Management Agreement

previous to the termination date.

21.3 Sale and Purchase
One percent (1%) of any sale of the Vessel including 1% for the
construction. Such fee will be payable in USD.