Date 5 December 2005

                               EMPIRE SPIRIT LTD.
                             INDEPENDENT TRADER LTD.
                                 TRIATHLON INC.
                                SOLEIL TRUST INC.
                          JUNGLE INVESTMENT LIMITED AND
                         NORTHERN YIELD SHIPPING LIMITED
                         as joint and several borrowers

                                     - and -

                                DNB NOR BANK ASA
                                    as Lender

                                   ----------

                                 LOAN AGREEMENT

                                   ----------

 relating to a US$50,000,000 facility to refinance part of the acquisition cost
   of the LPG carriers "GAS MARATHON", "GAS SINCERITY", "GAS CATHAR" and "GAS
 LEGACY" and to refinance the existing indebtedness secured on the LPG carriers
                         "SWEET DREAM" and "GAS ORACLE"

                            WATSON, FARLEY & WILLIAMS
                                     PIRAEUS



                                      INDEX

CLAUSE                                                                      PAGE
------                                                                      ----
1    INTERPRETATION                                                           1
2    FACILITY                                                                17
3    DRAWDOWN                                                                17
4    INTEREST                                                                18
5    INTEREST PERIODS                                                        20
6    DEFAULT INTEREST                                                        20
7    REPAYMENT AND PREPAYMENT                                                21
8    CONDITIONS PRECEDENT                                                    23
9    REPRESENTATIONS AND WARRANTIES                                          25
10   GENERAL UNDERTAKINGS                                                    27
11   CORPORATE UNDERTAKINGS                                                  30
12   INSURANCE                                                               30
13   SHIP COVENANTS                                                          34
14   SECURITY COVER                                                          38
15   PAYMENTS AND CALCULATIONS                                               40
16   APPLICATION OF RECEIPTS                                                 40
17   APPLICATION OF EARNINGS                                                 41
18   EVENTS OF DEFAULT                                                       42
19   FEES AND EXPENSES                                                       45
20   INDEMNITIES                                                             46
21   NO SET-OFF OR TAX DEDUCTION                                             48
22   ILLEGALITY, ETC                                                         49
23   INCREASED COSTS                                                         49
24   SET-OFF                                                                 50



25   TRANSFERS AND CHANGES IN LENDING OFFICE                                 51
26   VARIATIONS AND WAIVERS                                                  51
27   NOTICES                                                                 52
28   JOINT AND SEVERAL LIABILITY                                             53
29   SUPPLEMENTAL                                                            54
30   LAW AND JURISDICTION                                                    55
SCHEDULE 1 DRAWDOWN NOTICE                                                   56
SCHEDULE 2 CONDITION PRECEDENT DOCUMENTS                                     57
EXECUTION PAGE                                                               62



THIS AGREEMENT is made on 5 December 2005

BETWEEN

(1)    EMPIRE SPIRIT LTD., INDEPENDENT TRADER LTD. TRIATHLON INC., SOLEIL TRUST
       INC., JUNGLE INVESTMENT LIMITED and NORTHERN YIELD SHIPPING LIMITED as
       joint and several borrowers (together, the "BORROWERS" and each a
       "BORROWER"); and

(2)    DNB NOR BANK ASA of Norway acting through its office at 20 St Dunstan's
       Hill, London EC3R 8HY, England as "LENDER".

BACKGROUND

(A)    The Lender has agreed to make available to the Borrowers a loan facility
       of up to $50,000,000 divided into two tranches for the purposes and in
       the amounts referred to below:

       (1)  the first tranche, to be in the amount equal to the lesser of (i)
            $36,000,000 and (ii) an amount equal to 65 per cent. of the lesser
            of (A) the aggregate Market Values of the New Ships and (B) the
            aggregate Purchase Price of the New Ships, shall be made available
            in up to four advances for the purpose of refinancing part of the
            Purchase Price of each New Ship; and

       (2)  the second tranche, to be in the amount of $14,000,000 shall be made
            available in a single advance to refinance the existing indebtedness
            secured on m.vs. "SWEET DREAM" and "GAS ORACLE".

(B)    The Borrowers may, if they wish, from time to time hedge their exposure
       under this Agreement to interest rate fluctuations by entering into
       interest rate swap transactions with the Lender.

IT IS AGREED as follows:

1      INTERPRETATION

1.1    DEFINITIONS. Subject to Clause 1.5, in this Agreement:

       "ACCOUNTS SECURITY DEED" means a deed creating security in respect of the
       Earnings Accounts and the Retention Account in favour of the Lender, in
       such form as the Lender may approve or require;

       "ADVANCE" means the principal amount of each borrowing by the Borrowers
       under this Agreement;

       "APPROVED MANAGER" means, in the case of:

       (a)  "GAS ORACLE" ,"GAS CATHAR", "GAS MARATHON" and "GAS SINCERITY",
            Hanseatic Shipping Co. Ltd. whose principal office is at Hanseatic
            House 111, Spyrou Araouzou Street, Limassol 3601, Cyprus;

       (b)  "SWEET DREAM", Samos Steamship Co. whose principal office is at
            Zefirou Street, P. Faliro, 175 64, Greece; and



       (c)  "GAS LEGACY", Swan Shipping Corporation whose principal office is at
            3F S&L Building, 1500 Roxas Boulevard, Ermita, Manila

       or any other company which the Lender may approve from time to time as
       the commercial and/or technical manager of the Ships (or any of them);

       "ASSET COVER RATIO" means, at any relevant time, the ratio of (i) the
       average of the Loan outstanding for the 90 days immediately prior to and
       including a Margin Calculation Date less the aggregate of any amounts
       standing to the credit of the Earnings Accounts on that Margin
       Calculation Date to (ii) the aggregate Market Value of the Ships subject
       to a Mortgage on that Margin Calculation Date;

       "AVAILABILITY PERIOD" means the period commencing on the date of this
       Agreement and ending on:

       (d)  (i) in respect of Tranche A, 31 December 2005 and (ii) in respect of
            Tranche B, 31 January 2006 (or, in either case, such later date as
            the Lender may agree with the Borrowers, such agreement not to be
            unreasonably withheld by the Lender); or

       (b)  if earlier, the date on which the Commitment is fully borrowed,
            cancelled or terminated;

       "BAREBOAT CHARTERER" means:

       (a)  in the case of "GAS MARATHON", the Gas Marathon Bareboat Charterer;
            and

       (b)  in the case of "SWEET DREAM", the Sweet Dream Bareboat Charterer,

       and, in the plural, means both of them;

       "BAREBOAT CHARTERS" means, together, the Gas Marathon Bareboat Charter
       and the Sweet Dream Bareboat Charter and, in the singular, means either
       of them;

       "BORROWERS" means, together, Empire, Independent, Triathlon, Soleil,
       Jungle and Yield and in the singular means any of them;

       "BUMI" means Bumi Aramda Navigation Son. BHD, a company incorporated in
       Malaysia with its principal place of business at 1st Floor, Rumah Rohas,
       61 Jalan Raju Abdullah, Kamping Baru, 50300 Kuala Lumpur;

       "BUSINESS DAY" means a day on which banks are open in London and, in
       respect of a day on which a payment is required to be made under a
       Finance Document, also in New York City;

       "CEDRIC" means Cedric Finance Inc., a corporation incorporated and
       existing under the laws of the Marshall Islands and having its registered
       address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
       Marshall Islands;

       "CHARTER" means, in relation to a Ship, any time charter or other
       contract for its employment (other than the Gas Marathon Bareboat
       Charter, the Sweet Dream Bareboat Charter and the Gas Oracle Charter) for
       a term of at least 13 months, or capable of exceeding 13 months, whether
       or not already in existence at the date of this Agreement, to be
       performed at any time during the Security Period;


                                        2



       "CHARTER ASSIGNMENT" means in relation to a Ship, a specific assignment
       of the rights of the relevant Borrower under any Charter pursuant to
       Clause 13.15 and any guarantee of such Charter, to be executed by the
       Borrower owning that Ship in favour of the Lender in such form as the
       Lender may approve or require;

       "COMMITMENT" means $50,000,000, as that amount may be reduced, cancelled
       or terminated in accordance with this Agreement;

       "CONFIRMATION" and "EARLY TERMINATION DATE", in relation to any
       continuing Transaction, have the meanings given in the Master Agreement;

       "CONTRACTUAL CURRENCY" has the meaning given in Clause 20.4;

       "CORPORATE GUARANTEE" means the guarantee of the obligations of the
       Borrowers under this Agreement and the Finance Documents executed or to
       be executed by the Corporate Guarantor in favour of the Lender in such
       form as the Lender may approve or require;

       "CORPORATE GUARANTOR" means STEALTHGAS INC., a company incorporated and
       existing under the laws of the Marshall Islands and having its registered
       office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
       the Marshall Islands, MH96960;

       "DEED OF COVENANT" means in relation to each of "GAS CATHAR" and "SWEET
       DREAM", a deed of covenant collateral to the Mortgage relating to that
       Ship, executed or to be executed by the Owner of such Ship in favour of
       the Lender, in such form as the Lender may approve or require and in the
       plural means both of them;

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

       "DRAWDOWN DATE" means, in relation to Tranche A and an Advance under
       Tranche B, the date requested by the Borrowers for Tranche A or, as the
       case may be, the relevant Advance to be made, or (as the context
       requires) the date on which Tranche A or, as the case may be, the
       relevant Advance is actually made;

       "DRAWDOWN NOTICE" means a notice in the form set out in Schedule 1 (or in
       any other form which the Lender approves or reasonably requires);

       "DREW" means Drew International Inc., a corporation incorporated and
       existing under the laws of the Marshall Islands and having its registered
       address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
       Marshall Islands;

       "EARNINGS" means, in relation to a Ship, all moneys whatsoever which are
       now, or later become, payable (actually or contingently) to the Borrower
       owning the Ship and which arise out of the use or operation of the Ship,
       including (but not limited to):

       (a)  all freight, hire and passage moneys, compensation payable to the
            Borrower owning the Ship 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;

       (b)  all moneys which are at any time payable under Insurances in respect
            of loss of earnings; and


                                        3



       (c)  if and whenever the Ship is employed on terms whereby any moneys
            falling within paragraphs (a) or (b) 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;

       "EARNINGS ACCOUNT" means, in relation to a Ship, an account in the name
       of the Borrower owning that Ship with the Lender in England designated
       "[name of Borrower] - Earnings Account" or any other account (with that
       or another office of the Lender) which is designated by the Lender as an
       Earnings Account for the purposes of this Agreement, and in the plural
       means all of them;

       "EMPIRE" means Empire Spirit Ltd, a corporation incorporated and existing
       under the laws of the Marshall Islands and having its registered address
       at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the
       Marshall Islands;

       "ENVIRONMENTAL CLAIM" means:

       (a)  any claim by any governmental, judicial or regulatory authority
            which arises out of an Environmental Incident or an alleged
            Environmental Incident or which relates to any Environmental Law; or

       (e)  any claim by any other person which relates to an Environmental
            Incident or to an alleged Environmental Incident,

       and "CLAIM" means a claim for damages, compensation, fines, penalties or
       any other payment of any kind, whether or not similar to the foregoing;
       an order or direction to take, or not to take, certain action or to
       desist from or suspend certain action; and any form of enforcement or
       regulatory action, including the arrest or attachment of any asset;

       "ENVIRONMENTAL INCIDENT" means:

       (a)  any release of Environmentally Sensitive Material from a Ship; or

       (b)  any incident in which Environmentally Sensitive Material is released
            from a vessel other than a Ship and which involves a collision
            between a Ship and such other vessel or some other incident of
            navigation or operation, in either case, in connection with which a
            Ship is actually or potentially liable to be arrested, attached,
            detained or injuncted and/or a Ship and/or any Vessel and/or any
            operator or manager of the Ship is at fault or allegedly at fault or
            otherwise liable to any legal or administrative action; or

       (c)  any other incident in which Environmentally Sensitive Material is
            released otherwise than from a Ship and in connection with which a
            Ship is actually or potentially liable to be arrested and/or where
            any Vessel and/or any operator or manager of a Ship is at fault or
            allegedly at fault or otherwise liable to any legal or
            administrative action;

       "ENVIRONMENTAL LAW" means any law relating to pollution or protection of
       the environment, to the carriage of Environmentally Sensitive Material or
       to actual or threatened releases of Environmentally Sensitive Material;

       "ENVIRONMENTALLY SENSITIVE MATERIAL" means oil, oil products and any
       other substance (including any chemical, gas or other hazardous or
       noxious substance) which is (or is capable of being or becoming)
       polluting, toxic or hazardous;


                                        4



       "EVENT OF DEFAULT" means any of the events or circumstances described in
       Clause 18.1;

       "EXISTING LOAN AGREEMENT" means a loan agreement dated 23 May 2005 and
       made between (i) Empire and Independent as joint and several borrowers
       and (ii) the Lender as lender in respect of a loan facility of
       $14,000,000;

       "FINANCE DOCUMENTS" means:

       (a)  this Agreement;

       (b)  the Corporate Guarantee;

       (c)  the Master Agreement;

       (d)  the Mortgages;

       (e)  the Deeds of Covenant;

       (f)  the General Assignments;

       (g)  the Master Agreement Assignment;

       (h)  the Accounts Security Deed;

       (i)  the Shares Pledges;

       (j)  the Gas Marathon Tripartite Agreement;

       (k)  the Gas Oracle Charter Assignment;

       (l)  the Sweet Dream Bareboat Charter Assignment;

       (m)  any Charter Assignment; and

       (n)  any other document (whether creating a Security Interest or not)
            which is executed at any time by any Borrower or any other person as
            security for, or to establish any form of subordination or
            priorities arrangement in relation to, any amount payable to the
            Lender under this Agreement or any of the other documents referred
            to in this definition;

       "FINANCIAL INDEBTEDNESS" means, in relation to a person (the "DEBTOR"), a
       liability of the debtor:

       (a)  for principal, interest or any other sum payable in respect of any
            moneys borrowed or raised by the debtor;

       (b)  under any loan stock, bond, note or other security issued by the
            debtor;

       (c)  under any acceptance credit, guarantee or letter of credit facility
            made available to the debtor;

       (d)  under a financial lease, a deferred purchase consideration
            arrangement or any other agreement having the commercial effect of a
            borrowing or raising of money by the debtor;


                                        5



       (e)  under any foreign exchange transaction any interest or currency swap
            or any other kind of derivative transaction entered into by the
            debtor or, if the agreement under which any such transaction is
            entered into requires netting of mutual liabilities, the liability
            of the debtor for the net amount; or

       (f)  under a guarantee, indemnity or similar obligation entered into by
            the debtor in respect of a liability of another person which would
            fall within (a) to (e) if the references to the debtor referred to
            the other person;

       "GAS MARATHON BAREBOAT CHARTER" means the bareboat charterparty agreement
       dated 12 August 2005 and entered into between the Gas Marathon Bareboat
       Charterer and Brave Maritime Corporation Inc. which has been novated to
       Triathlon by a novation agreement entered or to be entered into between
       Triathlon, the Gas Marathon Bareboat Charterer and Brave Maritime
       Corporation Inc. in relation to "GAS MARATHON";

       "GAS MARATHON BAREBOAT CHARTER PERIOD" means the period during which "GAS
       MARATHON" is operating under the Gas Marathon Bareboat Charter;

       "GAS MARATHON BAREBOAT CHARTERER" means Petredec S.A., a company
       incorporated and existing under the laws of Bermuda;

       "GAS MARATHON TRIPARTITE AGREEMENT" means an agreement dealing with
       (inter alia) the operation of "GAS MARATHON" during the Gas Marathon
       Bareboat Charter Period, made or to be made between (i) Triathlon, (ii)
       the Gas Marathon Bareboat Charterer and (iii) the Lender, in such form as
       the Lender may approve or require;

       "GAS ORACLE CHARTER" means the time charter party dated 14 August 2000 as
       amended by Addendum 1 dated 8 March 2001, Addendum 2 dated 20 November
       2001, Addendum 3 dated 15 March 2002, Addendum 4 dated 12 March 2003 and
       Addendum 5 dated 9 April 2004, and entered into between Bumi as original
       owner and KSS as time charterer in relation to "GAS ORACLE", as novated
       to Independent as new owner pursuant to the terms of a novation agreement
       dated 24 March 2005 and entered into by (i) Bumi, (ii) KSS and (iii)
       Independent;

       "GAS ORACLE CHARTER ASSIGNMENT" means in relation to "GAS ORACLE", a
       specific assignment of the rights of Independent under the Gas Oracle
       Charter, to be executed by Independent in favour of the Lender, in such
       form as the Lender may approve or require;

       "GENERAL ASSIGNMENT" means, in relation to each Ship, a general
       assignment of the Earnings, the Insurances and any Requisition
       Compensation of that Ship, in such form as the Lender may approve or
       require, and in the plural means all of them;

       "INDEPENDENT" means Independent Trader Ltd, a corporation incorporated
       and existing under the laws of the Marshall Islands and having its
       registered address at Trust Company Complex, Ajeltake Road, Ajeltake
       Island, Majuro, the Marshall Islands;

       "INSURANCES" means, in relation to a Ship:

       (a)  all policies and contracts of insurance, including entries of the
            Ship in any protection and indemnity or war risks association, which
            are effected in respect of the Ship, her Earnings or otherwise in
            relation to her; and

       (b)  all rights and other assets relating to, or derived from, any of the
            foregoing, including any rights to a return of a premium;


                                        6



       "INTEREST PERIOD" means a period determined in accordance with Clause 5;

       "ISM CODE" means, in relation to its application to each Borrower, its
       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 November 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
            Organisations 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 pursuant to the ISM Code in relation to each Ship
            within the periods specified by the ISM Code; and

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

       (c)  any other documents which are prepared or which are otherwise
            relevant to establish and maintain a Ship's or the owner of that
            Ship's compliance with the ISM Code which the Lender may require;

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

       "JUNGLE" means Jungle Investment Limited, a company incorporated and
       existing under the laws of Malta and having its registered address at
       147/1 St. Lucia Street, Valletta, Malta;

       "KSS" means KSS Line Ltd, a company organised and existing under the laws
       of South Korea with its principal place of business at 9th Floor, Gwanhun
       Building, 198-42, Gwanhun-dong, Jonyno-gu, Seoul, Korea;

       "LENDER" means DnB NOR Bank ASA, acting through its office at 20 St.
       Dunstan's Hill, London EC3R 8HY, England (or through another branch
       notified to the Borrower under Clause 25.6) or its successor or assign;

       "LIBOR" 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


                                        7



            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 the British Bankers'
            Association Interest Settlement Rates for Dollars; or

       (b)  in relation to an Interest Period of any other duration or if no
            rate is quoted on Telerate Page 3750, the rate per annum determined
            by the Lender to be the arithmetic mean (rounded upwards, if
            necessary, to the nearest one-sixteenth of one per cent.) of the
            rates per annum determined by the Lender as the rate at which
            deposits in Dollars are offered to the Lender by leading banks in
            the London Interbank Market at the Lender's request at or about
            11.00 a.m. (Rotterdam time) on the Quotation Date for that Interest
            Period for a period equal to that Interest Period and for delivery
            on the first Business Day of it;

       "LOAN" means the principal amount for the time being outstanding under
       this Agreement;

       "MAJOR CASUALTY" means, in relation to a Ship, any casualty to the Ship
       in respect of which the claim or the aggregate of the claims against all
       insurers, before adjustment for any relevant franchise or deductible,
       exceeds $500,000 or the equivalent in any other currency;

       "MARGIN" means:

       (a)  at all times until the earlier of (i) the final Drawdown Date and
            (ii) the last day of the Availability Period in respect of Tranche
            B, 0.70 per cent. per annum; and

       (f)  at all times thereafter when the Security Cover Ratio is:

            (i)   equal to or lower than 130 per cent., 0.85 per cent. per
                  annum;

            (i)   higher than 130 per cent. and lower than 150 per cent., 0.75
                  per cent. per annum; and

            (ii)  equal to or higher than 150 per cent., 0.70 per cent. per
                  annum;

       "MARGIN CALCULATION DATE" has the meaning given to it in Clause 4.12;

       "MARKET VALUE" means the market value of a Ship at any date determined in
       accordance with Clause 14.3;

       "MASTER AGREEMENT" means the master agreement (on the 1992 ISDA
       (Multicurrency - Crossborder) form) made or to be made between the
       Borrowers and the Lender and includes all Transactions from time to time
       entered into and Confirmations from time to time exchanged thereunder;

       "MASTER AGREEMENT ASSIGNMENT" means the assignment of the Master
       Agreement in favour of the Lender executed or to be executed by the
       Borrowers, in such form as the Lender may approve or require;

       "MOA" means in relation to each New Ship, the memorandum of agreement
       made between the Owner of such New Ship as buyer and the company referred
       to therein as the seller and, in the plural, means all of them;

       "MORTGAGE" means:


                                        8



       (a)  in the case of "SWEET DREAM", a first priority Bahamas statutory
            mortgage executed or to be executed by Empire in favour of the
            Lender;

       (b)  in the case of "GAS ORACLE", a first preferred Marshall Islands
            mortgage, to be executed by Independent in favour of the Lender;

       (c)  in the case of "GAS CATHAR", a first priority Maltese statutory
            mortgage, executed or to be executed by Jungle in favour of the
            Lender;

       (d)  in the case of "GAS LEGACY", a first priority Cyprus statutory
            mortgage, executed or to be executed by Yield in favour of the
            Lender;

       (e)  in the case of "GAS SINCERITY", a first preferred Panamanian
            mortgage, executed or to be executed by Soleil in favour of the
            Lender; and

       (f)  in the case of "GAS MARATHON", a first preferred Panamanian
            mortgage, executed or to be executed by Triathlon in favour of the
            Lender,

       each to be in such form as the Lender may approve or require and in the
       plural means all of them;

       "NEGOTIATION PERIOD" has the meaning given in Clause 4.6;

       "NEW SHIPS" means:

       (a)  the 1995-built LPG carrier of 6,500 cubic metres registered under
            Panama flag in the ownership of Triathlon with the name "GAS
            MARATHON" ("GAS MARATHON");

       (b)  the 2000-built LPG carrier of 4,100 cubic metres registered under
            Panama flag in the ownership of Soleil with the name "GAS SINCERITY"
            ("GAS SINCERITY");

       (c)  the 2001-built LPG carrier of 7,500 cubic metres registered under
            Malta flag in the ownership of Jungle with the name "GAS CATHAR"
            ("GAS CATHAR"); and

       (d)  the 1998-built LPG carrier of 3,514 cubic metres registered under
            Cyprus flag in the ownership of Yield with the name "GAS LEGACY"
            ("GAS LEGACY");

       "OWNER" means, in relation to each Ship, the Borrower whose name is set
       out below opposite to such Ship:

       NAME OF SHIP         OWNER
       ---------------   -----------
       "GAS ORACLE"      Independent

       "SWEET DREAM"     Empire

       "GAS MARATHON"    Triathlon

       "GAS SINCERITY"   Soleil

       "GAS CATHAR"      Jungle


                                        9



       "GAS LEGACY" Yield

       and, in the plural means all of them;

       "PAYMENT CURRENCY" has the meaning given in Clause 20.4;

       "PERMITTED SECURITY INTERESTS" means:

       (a)  Security Interests created by the Finance Documents;

       (b)  liens for unpaid master's and crew's wages in accordance with usual
            maritime practice;

       (c)  liens for salvage;

       (d)  liens arising by operation of law for not more than 2 months'
            prepaid hire under any charter in relation to a Ship not prohibited
            by this Agreement;

       (e)  liens for master's disbursements incurred in the ordinary course of
            trading and any other lien arising by operation of law or otherwise
            in the ordinary course of the operation, repair or maintenance of a
            Ship, provided such liens do not secure amounts more than 30 days
            overdue (unless the overdue amount is being contested by the
            Borrower in good faith by appropriate steps) and subject, in the
            case of liens for repair or maintenance, to Clause 13.12(g);

       (f)  any Security Interest created in favour of a plaintiff or defendant
            in any proceedings or arbitration as security for costs and expenses
            where the Borrower is actively prosecuting or defending such
            proceedings or arbitration in good faith; and

       (g)  Security Interests arising by operation of law in respect of taxes
            which are not overdue for payment or in respect of taxes being
            contested in good faith by appropriate steps and in respect of which
            appropriate reserves have been made;

       "PERTINENT DOCUMENT" means:

       (a)  any Finance Document;

       (b)  any policy or contract of insurance contemplated by or referred to
            in Clause 12 or any other provision of this Agreement or another
            Finance Document;

       (c)  any other document contemplated by or referred to in any Finance
            Document; and

       (d)  any document which has been or is at any time sent by or to the
            Lender in contemplation of or in connection with any Finance
            Document or any policy, contract or document falling within
            paragraphs (b) or (c);

       "PERTINENT JURISDICTION", in relation to a company, means:

       (a)  England and Wales;

       (b)  the country under the laws of which the company is incorporated or
            formed;

       (c)  a country in which the company's central management and control is
            or has recently been exercised;


                                       10



       (d)  a country in which the overall net income of the company is subject
            to corporation tax, income tax or any similar tax;

       (e)  a country in which assets of the company (other than securities
            issued by, or loans to, related companies) having a substantial
            value are situated, in which the company maintains a permanent place
            of business, or in which a Security Interest created by the company
            must or should be registered in order to ensure its validity or
            priority; and

       (f)  a country the courts of which have jurisdiction to make a winding
            up, administration or similar order in relation to the company or
            which would have such jurisdiction if their assistance were
            requested by the courts of a country referred to in paragraphs (b)
            or (c) above;

       "PERTINENT MATTER" means:

       (a)  any transaction or matter contemplated by, arising out of, or in
            connection with a Pertinent Document; or

       (b)  any statement relating to a Pertinent Document or to a transaction
            or matter falling within paragraph (a),

       and covers any such transaction, matter or statement, whether entered
       into, arising or made at any time before the signing of this Agreement or
       on or at any time after that signing;

       "POTENTIAL EVENT OF DEFAULT" means an event or circumstance which, with
       the giving of any notice, the lapse of time, a determination of the
       Lender and/or the satisfaction of any other condition, would constitute
       an Event of Default;

       "PURCHASE PRICE" means, in relation to a New Ship, the aggregate amount
       paid or to be paid by the relevant Borrower to the seller of that New
       Ship pursuant to the MOA which relates thereto;

       "QUINTA" means Quinta Trading Co., a corporation incorporated and
       existing under the laws of the Marshall Islands and having its registered
       address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
       Marshall Islands;

       "QUOTATION DATE" means, in relation to any Interest Period (or any other
       period for which an interest rate is to be determined under any provision
       of a Finance Document), the day on which quotations would ordinarily be
       given by leading banks in the London Interbank Market for deposits in the
       currency in relation to which such rate is to be determined for delivery
       on the first day of that Interest Period or other period;

       "REINA" means Reina Properties Corp., a corporation incorporated and
       existing under the laws of the Marshall Islands and having its registered
       address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
       Marshall Islands;

       "RELEVANT PERSON" has the meaning given in Clause 18.7;

       "REPAYMENT DATE" means a date on which a repayment is required to be made
       under Clause 7;


                                       11



       "REQUISITION COMPENSATION" includes all compensation or other moneys
       payable by reason of any act or event such as is referred to in paragraph
       (b) of the definition of "Total Loss";

       "RETENTION ACCOUNT" means an account in the joint names of the Borrowers
       with the Lender in England designated "Empire et al US$50m facility -
       Retention Account" or any other account (with that or another office of
       the Lender) which is designated by the Lender as the Retention Account
       for the purposes of this Agreement;

       "SECURED LIABILITIES" means all liabilities which the Borrowers, the
       Security Parties or any of them have, at the date of this Agreement or at
       any later time or times, under or in connection with any Finance Document
       or any judgment relating to any Finance Document; and for this purpose,
       there shall be disregarded any total or partial discharge of these
       liabilities, or variation of their terms, which is effected by, or in
       connection with, any bankruptcy, liquidation, arrangement or other
       procedure under the insolvency laws of any country;

       "SECURITY COVER RATIO" means at any time, the ratio of:

       (a)  the aggregate of:

            (iii)  the aggregate Market Values of the Ships then subject to a
                   Mortgage; and

            (iv)   the net realisable value of any additional security
                   previously provided under Clause 14 of this Agreement; to

       (b)  the aggregate of the Loan and any Swap Exposure at any relevant
            time;

       "SECURITY INTEREST" means:

       (a)  a mortgage, charge (whether fixed or floating) or pledge, any
            maritime or other lien or any other security interest of any kind;

       (b)  the security rights of a plaintiff under an action in rem; and

       (c)  any arrangement entered into by a person (A) the effect of which is
            to place another person (B) in a position which is similar, in
            economic terms, to the position in which B would have been had he
            held a security interest over an asset of A; but this paragraph (c)
            does not apply to a right of set off or combination of accounts
            conferred by the standard terms of business of a bank or financial
            institution;

       "SECURITY PARTY" means each of the Corporate Guarantor and each
       Shareholder and any other person (except the Lender) who, as a surety or
       mortgagor, as a party to any subordination or priorities arrangement, or
       in any similar capacity, executes a document falling within the last
       paragraph of the definition of "Finance Documents";

       "SECURITY PERIOD" means the period commencing on the date of this
       Agreement and ending on the date on which the Lender notifies the
       Borrowers and the Security Parties that:

       (a)  all amounts which have become due for payment by any Borrower or any
            Security Party under the Finance Documents have been paid;

       (b)  no amount is owing or has accrued (without yet having become due for
            payment) under any Finance Document;


                                       12



       (c)  neither any Borrower nor any Security Party has any future or
            contingent liability under Clause 19, 20, or 21 or any other
            provision of this Agreement or another Finance Document; and

       (d)  the Lender does not consider that there is a significant risk that
            any payment or transaction under a Finance Document would be set
            aside, or would have to be reversed or adjusted, in any present or
            possible future bankruptcy of a Borrower or a Security Party or in
            any present or possible future proceeding relating to a Finance
            Document or any asset covered (or previously covered) by a Security
            Interest created by a Finance Document;

       "SHARES PLEDGE" means, in relation to a Borrower, the pledge of all the
       shares of and in that Borrower, executed or to be executed by the
       relevant Shareholder in favour of the Lender in such form as the Lender
       may approve or require and, in the plural, means all of them.

       "SHAREHOLDER" means:

       (a)  in the case of Independent, Reina;

       (b)  in the case of Empire, Quinta;

       (c)  in the case of Triathlon, Stealthgas;

       (d)  in the case of Soleil, Stealthgas;

       (e)  in the case of Jungle, Drew; and

       (f)  in the case of Yield, Cedric,

       and in the plural means all of them;

       "SHIPS" means, together, the New Ships and:

       (a)  the 1990-built LPG Carrier of 3,000 cubic metres registered under
            Marshall Islands flag in the ownership of Independent with the name
            "GAS ORACLE" ("GAS ORACLE"); and

       (b)  the 1997-built LPG Carrier of 5,000 cubic metres registered under
            Bahamas flag in the ownership of Empire with the name "SWEET DREAM"
            ("SWEET DREAM"),

       and, in the singular, means any of them;

       "SOLEIL" means Soleil Trust Inc., a corporation incorporated and existing
       under the laws of Marshall Islands and having its registered address at
       Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
       Islands;

       "STEALTHGAS" means Stealthgas Inc., a company incorporated and existing
       under the laws of the Marshall Islands and having its registered office
       at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the
       Marshall Islands, MH96960;

       "SWAP EXPOSURE" means, as at any relevant date the aggregate net amount
       in Dollars which would be payable by the Borrowers to the Lender under
       (and calculated in accordance with) section 6(e) (Payments on Early
       Termination) of the Master Agreement if an Early Termination Date had
       occurred on the relevant date in relation to all continuing Transactions
       entered into between the Borrowers and the Lender;


                                       13



       "SWEET DREAM BAREBOAT CHARTER" means the bareboat charterparty agreement
       dated 1 March 2005 and entered into between the Sweet Dream Bareboat
       Charterer and Empire in relation to "SWEET DREAM";

       "SWEET DREAM BAREBOAT CHARTER ASSIGNMENT" means, in relation to "SWEET
       DREAM", a specific assignment of the rights of Empire under the Sweet
       Dream Bareboat Charter, to be executed by Empire in favour of the Lender
       in such form as the Lender may approve or require;

       "SWEET DREAM BAREBOAT CHARTER PERIOD" means, the period during which
       "SWEET DREAM" is operating under the Sweet Dream Bareboat Charter;

       "SWEET DREAM BAREBOAT CHARTERER" means Reo Investments S.A., a company
       incorporated and existing under the law of the Republic of Liberia and
       having its registered address at 80 Broad Street, Monrovia, Liberia;

       "TOTAL LOSS" means in relation to a Ship:

       (a)  actual, constructive, compromised, agreed or arranged total loss of
            the Ship;

       (b)  any expropriation, confiscation, requisition or acquisition of the
            Ship, whether for full consideration, a consideration less than its
            proper value, a nominal consideration or without any consideration,
            which is effected by any government or official authority or by any
            person or persons claiming to be or to represent a government or
            official authority (excluding a requisition for hire for a fixed
            period not exceeding 1 year without any right to an extension)
            unless it is within 1 month redelivered to the full control of the
            Borrower owning the Ship;

       (c)  any arrest, capture, seizure or detention of the Ship (including any
            hijacking or theft) unless it is within 30 days redelivered to the
            full control of the Borrower owning the Ship;

       "TOTAL LOSS DATE" means in relation to a Ship:

       (a)  in the case of an actual loss of the Ship, the date on which it
            occurred or, if that is unknown, the date when the Ship was last
            heard of;

       (b)  in the case of a constructive, compromised, agreed or arranged total
            loss of the Ship, the earliest of:

            (i)   the date on which a notice of abandonment is given to the
                  insurers; and

            (ii)  the date of any compromise, arrangement or agreement made by
                  or on behalf of Borrower owning the Ship with the Ship's
                  insurers in which the insurers agree to treat the Ship as a
                  total loss; and

       (c)  in the case of any other type of total loss, on the date (or the
            most likely date) on which it appears to the Lender that the event
            constituting the total loss occurred;

       "TRANCHE" means each of Tranche A and Tranche B and in the plural means
       both of them;


                                       14



       "TRANCHE A" means an amount of Fourteen million Dollars ($14,000,000) to
       be made available by the Lender to the Borrowers in a single Advance in
       accordance with Clauses 2.2 and 3.2;

       "TRANCHE B" means an amount being equal to the lesser of (a) $36,000,000
       and (b) an amount equal to 65 per cent. of the lesser of (i) the
       aggregate Market Values of the New Ships and (ii) the aggregate Purchase
       Price of the New Ship to be made available by the Lender to the Borrowers
       in up to four Advances in accordance with Clauses 2.2 and 3.2;

       "TRANSACTION" has the meaning given in the Master Agreement;

       "TRIATHLON" means Triathlon Inc., a corporation incorporated and existing
       under the laws of Marshall Islands and having its registered address at
       Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
       Islands; and

       "YIELD" means Northern Yield Shipping Limited, a company incorporated and
       existing under the laws of Cyprus and having its registered address at
       Agias Elenis 6, Agias Elenis Building, 3rd Floor, flag/office 24,
       Nicosia, Cyprus.

1.2    CONSTRUCTION OF CERTAIN TERMS. In this Agreement:

       "APPROVED" means, for the purposes of Clause 12, approved in writing by
       the Lender;

       "ASSET" includes every kind of property, asset, interest or right,
       including any present, future or contingent right to any revenues or
       other payment;

       "COMPANY" includes any partnership, joint venture and unincorporated
       association;

       "CONSENT" includes an authorisation, consent, approval, resolution,
       licence, exemption, filing, registration, notarisation and legalisation;

       "CONTINGENT LIABILITY" means a liability which is not certain to arise
       and/or the amount of which remains unascertained;

       "DOCUMENT" includes a deed; also a letter or fax;

       "EXCESS RISKS" means, in relation to a Ship, the proportion of claims for
       general average, salvage and salvage charges not recoverable under the
       hull and machinery policies in respect of the Ship in consequence of its
       insured value being less than the value at which the Ship is assessed for
       the purpose of such claims;

       "EXPENSE" means any kind of cost, charge or expense (including all legal
       costs, charges and expenses) and any applicable value added or other tax;

       "LAW" includes any order or decree, any form of delegated legislation,
       any treaty or international convention and any regulation or resolution
       of the Council of the European Union, the European Commission, the United
       Nations or its Security Council;

       "LEGAL OR ADMINISTRATIVE ACTION" means any legal proceeding or
       arbitration and any administrative or regulatory action or investigation;

       "LIABILITY" includes every kind of debt or liability (present or future,
       certain or contingent), whether incurred as principal or surety or
       otherwise;


                                       15



       "MONTHS" shall be construed in accordance with Clause 1.3;

       "OBLIGATORY INSURANCES" means, in relation to a Ship, all insurances
       effected, or which the Borrower owning the Ship is obliged to effect,
       under Clause 12 or any other provision of this Agreement or another
       Finance Document;

       "PARENT COMPANY" has the meaning given in Clause 1.4;

       "PERSON" includes any company; any state, political sub-division of a
       state and local or municipal authority; and any international
       organisation;

       "POLICY", in relation to any insurance, includes a slip, cover note,
       certificate of entry or other document evidencing the contract of
       insurance or its terms;

       "PROTECTION AND INDEMNITY RISKS" means the usual risks covered by a
       protection and indemnity association managed in London, including
       pollution risks and the proportion (if any) of any sums payable to any
       other person or persons in case of collision which are not recoverable
       under the hull and machinery policies by reason of the incorporation in
       them of clause 1 of the Institute Time Clauses (Hulls)(1/10/83) or clause
       8 of the Institute Time Clauses (Hulls)(1/11/1995) or the Institute
       Amended Running Down Clause (1/10/71) or any equivalent provision;

       "REGULATION" includes any regulation, rule, official directive, request
       or guideline whether or not having the force of law of any governmental,
       intergovernmental or supranational body, agency, department or
       regulatory, self-regulatory or other authority or organisation;

       "SUBSIDIARY" has the meaning given in Clause 1.4;

       "TAX" includes any present or future tax, duty, impost, levy or charge of
       any kind which is imposed by any state, any political sub-division of a
       state or any local or municipal authority (including any such imposed in
       connection with exchange controls), and any connected penalty, interest
       or fine; and

       "WAR RISKS" includes the risk of mines and all risks excluded by clause
       23 of the Institute Time Clauses (Hulls)(1/10/83) or clause 24 of the
       Institute Time Clauses (Hulls)(1/11/1995).

1.3    MEANING OF "MONTH". A period of one or more "MONTHS" ends on the day in
       the relevant calendar month numerically corresponding to the day of the
       calendar month on which the period started ("THE NUMERICALLY
       CORRESPONDING DAY"), but:

(a)    on the Business Day following the numerically corresponding day if the
       numerically corresponding day is not a Business Day or, if there is no
       later Business Day in the same calendar month, on the Business Day
       preceding the numerically corresponding day; or

(b)    on the last Business Day in the relevant calendar month, if the period
       started on the last Business Day in a calendar month or if the last
       calendar month of the period has no numerically corresponding days,

       and "MONTH" and "MONTHLY" shall be construed accordingly.

1.4    MEANING OF "SUBSIDIARY". A company (S) is a subsidiary of another company
       (P) if:


                                       16



(a)    a majority of the issued shares in S (or a majority of the issued shares
       in S which carry unlimited rights to capital and income distributions)
       are directly owned by P or are indirectly attributable to P; or

(b)    P has direct or indirect control over a majority of the voting rights
       attaching to the issued shares of S; or

(c)    P has the direct or indirect power to appoint or remove a majority of the
       directors of S; or

(d)    P otherwise has the direct or indirect power to ensure that the affairs
       of S are conducted in accordance with the wishes of P,

       and any company of which S is a subsidiary is a parent company of S.

1.5    GENERAL INTERPRETATION. In this Agreement:

(a)    references in Clause 1.1 to a Finance Document or any other document
       being in the form of a particular appendix include references to that
       form with any modifications to that form which the Lender approves or
       reasonably requires;

(b)    references to, or to a provision of, a Finance Document or any other
       document are references to it as amended or supplemented, whether before
       the date of this Agreement or otherwise;

(c)    references to, or to a provision of, any law include any amendment,
       extension, re-enactment or replacement, whether made before the date of
       this Agreement or otherwise;

(d)    words denoting the singular number shall include the plural and vice
       versa; and

(e)    Clauses 1.1 to 1.5 apply unless the contrary intention appears.

1.6    HEADINGS. In interpreting a Finance Document or any provision of a
       Finance Document, all clause, sub-clause and other headings in that and
       any other Finance Document shall be entirely disregarded.

2      FACILITY

2.1    AMOUNT OF FACILITY. Subject to the other provisions of this Agreement,
       the Lender shall advance to the Borrowers in up to five Advances a loan
       facility of up to $50,000,000 divided in two tranches for the purposes
       and in the amounts referred to below:

(a)    $14,000,000, to refinance the existing indebtedness owed by Empire and
       Independent to the Lender under the Existing Loan Agreement; and

(b)    an amount equal to the lesser of (i) $36,000,000 and (ii) an amount equal
       to 65 per cent. of the lesser of (A) the aggregate Market Value of the
       New Ships and (B) the aggregate Purchase Price of the New Ships.

2.2    PURPOSE OF ADVANCES. The Borrowers undertake with the Lender to use each
       Advance only for the purpose stated in the preamble to this Agreement.

3      DRAWDOWN

3.1    REQUEST FOR ADVANCE. Subject to the following conditions, the Borrowers
       may request an Advance or, as the case may be, Tranche A to be made by
       ensuring that the Lender


                                       17



       receives a completed Drawdown Notice not later than 11.00 a.m. (London
       time) 3 Business Days prior to the intended Drawdown Date.

3.2    AVAILABILITY. The conditions referred to in Clause 3.1 are that:

(a)    a Drawdown Date has to be a Business Day during the Availability Period;

(b)    Tranche A shall be made available in a single Advance and shall be
       applied in refinancing the existing Financial Indebtedness of Empire and
       Independent to the Lender under the Existing Loan Agreement;

(c)    each Advance under Tranche B shall relate to a different Ship;

(d)    no Advance made under Tranche B shall exceed 65 per cent. of the lesser
       of (i) the Market Value of the New Ship to which it relates on the
       Drawdown Date of the Advance which shall be used to refinance part of the
       Purchase Price of the New Ship and (ii) the Purchase Price of that New
       Ship; and

(e)    the aggregate amount of the Advances shall not exceed the Commitment.

3.3    DRAWDOWN NOTICE IRREVOCABLE. A Drawdown Notice must be signed by a
       director or other authorised person of a Borrower; and once served, a
       Drawdown Notice cannot be revoked without the prior consent of the
       Lender.

3.4    DISBURSEMENT OF ADVANCE. Subject to the provisions of this Agreement, the
       Lender shall on each Drawdown Date make available the relevant Advance
       or, as the case may be, Tranche A to the Borrowers; and payment to the
       Borrowers shall be made to the account which the Borrowers specify in the
       relevant Drawdown Notice.

3.5    DISBURSEMENT OF ADVANCE TO THIRD PARTY. The payment of an Advance or, as
       the case may be, Tranche A by the Lender under Clause 3.4 shall
       constitute the making of the Advance or Tranche A and the Borrowers shall
       at that time become indebted, as principal and direct obligors, to the
       Lender in an amount equal to that Advance or, as the case may be, Tranche
       A.

4      INTEREST

4.1    PAYMENT OF NORMAL INTEREST. Subject to the provisions of this Agreement,
       interest on the Loan in respect of each Interest Period shall be paid by
       the Borrowers on the last day of that Interest Period.

4.2    NORMAL RATE OF INTEREST. Subject to the provisions of this Agreement, the
       rate of interest on the Loan in respect of an Interest Period shall be
       the aggregate of the applicable Margin and LIBOR for that Interest
       Period.

4.3    PAYMENT OF ACCRUED INTEREST. In the case of an Interest Period longer
       than 3 months, accrued interest shall be paid every 3 months during that
       Interest Period and on the last day of that Interest Period.

4.4    NOTIFICATION OF MARKET DISRUPTION. The Lender shall promptly notify the
       Borrowers if no rate is quoted on Telerate Page 3750 or if for any reason
       the Lender is unable to obtain Dollars in the London Interbank Market in
       order to fund the Loan (or any part of it) during any Interest Period,
       stating the circumstances which have caused such notice to be given.


                                       18



4.5    SUSPENSION OF DRAWDOWN. If the Lender's notice under Clause 4.4 is served
       before a Tranche or an Advance is made, the Lender's obligation to make
       the Tranche or, as the case may be, the Advance shall be suspended while
       the circumstances referred to in the Lender's notice continue.

4.6    NEGOTIATION OF ALTERNATIVE RATE OF INTEREST. If the Lender's notice under
       Clause 4.4 is served after a Tranche or an Advance is made, the Borrowers
       and the Lender shall use reasonable endeavours to agree, within the 30
       days after the date on which the Lender serves its notice under Clause
       4.4 (the "NEGOTIATION PERIOD"), an alternative interest rate or (as the
       case may be) an alternative basis for the Lender to fund or continue to
       fund the Loan during the Interest Period concerned.

4.7    APPLICATION OF AGREED ALTERNATIVE RATE OF INTEREST. Any alternative
       interest rate or an alternative basis which is agreed during the
       Negotiation Period shall take effect in accordance with the terms agreed.

4.8    ALTERNATIVE RATE OF INTEREST IN ABSENCE OF AGREEMENT. If an alternative
       interest rate or alternative basis is not agreed within the Negotiation
       Period, and the relevant circumstances are continuing at the end of the
       Negotiation 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 applicable Margin; and
       the procedure provided for by this Clause 4.8 shall be repeated if the
       relevant circumstances are continuing at the end of the interest period
       so set by the Lender.

4.9    NOTICE OF PREPAYMENT. If the Borrowers do not agree with an interest rate
       set by the Lender under Clause 4.8, the Borrowers may give the Lender not
       less than 10 Business Days' notice of their intention to prepay at the
       end of the interest period set by the Lender.

4.10   PREPAYMENT. A notice under Clause 4.9 shall be irrevocable; and on the
       last Business Day of the interest period set by the Lender, the Borrowers
       shall prepay (without premium or penalty) the Loan, together with accrued
       interest thereon at the applicable rate plus the applicable Margin.

4.11   APPLICATION OF PREPAYMENT. The provisions of Clause 7 shall apply in
       relation to the prepayment.

4.12   CALCULATION OF ASSET COVER RATIO. The Lender shall calculate the Asset
       Cover Value Ratio on the Drawdown Date applicable to the final Advance in
       respect of Tranche B and every 12 months thereafter (each a "MARGIN
       CALCULATION DATE") for the purposes of calculating the Margin and shall
       advise the Borrowers in writing, within 10 Business Days of each Margin
       Calculation Date, of the Margin which will apply for the 12-month period
       commencing on the relevant Margin Calculation Date PROVIDED THAT in
       respect of each Margin Calculation Date other than the first Margin
       Calculation Date, the Lender shall only be obliged to advise the
       Borrowers of the Margin which will apply for the 12-month period
       commencing on the relevant Margin Calculation Date if that Margin will be
       different to the Margin which applies immediately prior to the relevant
       Margin Calculation Date.

       For the purposes of calculating the Asset Cover Ratio pursuant to this
       Clause 4.12, the Market Value of the Ships shall be determined no more
       than 30 days prior to the relevant Margin Calculation Date.


                                       19



5      INTEREST PERIODS

5.1    COMMENCEMENT OF INTEREST PERIODS. The first Interest Period applicable to
       Tranche A or an Advance shall commence on the Drawdown Date relative to
       Tranche A or, as case may be, that Advance and each subsequent Interest
       Period shall commence on the expiry of the preceding Interest Period.

5.2    DURATION OF NORMAL INTEREST PERIODS. Subject to Clauses 5.3 and 5.4, each
       Interest Period shall be:

(a)    1, 2, 3, 6, 9 or 12 months as notified by the Borrowers to the Lender not
       later than 11.00 a.m. (London time) 3 Business Days before the
       commencement of the Interest Period;

(b)    the first Interest Period in relation to Tranche A (or the first Advance
       under Tranche B (if such Advance is drawn down before Tranche A)) shall
       commence on the Drawdown Date relative thereto and each subsequent
       Interest Period in respect of Tranche A or, as the case may be, such
       Advance shall commence on the expiry of the preceding Interest Period
       relating thereto;

(c)    the first Interest Period in relation to Tranche A (if such Tranche is
       drawn down after the first Advance under Tranche B) or, as the case may
       be, each Advance under Tranche B shall commence on the Drawdown Date
       relative thereto and shall expire on the last day of the Interest Period
       which is then current for Tranche A or the Advance or Advances under
       Tranche B which are then outstanding and thereafter the Interest Periods
       in relation to Tranche A and the Advances under Tranche B which are
       outstanding at the relevant time shall commence and expire on the same
       dates and shall be consolidated to form one Interest Period;

(d)    3 months, if the Borrowers fail to notify the Lender by the time
       specified in paragraph (a); or

(e)    such other longer period as the Lender may agree with the Borrowers.

5.3    DURATION OF INTEREST PERIODS FOR REPAYMENT INSTALMENTS. In respect of an
       amount due to be repaid under Clause 7 on a particular Repayment Date, an
       Interest Period shall end on that Repayment Date.

5.4    NON-AVAILABILITY OF MATCHING DEPOSITS FOR INTEREST PERIOD SELECTED. If,
       after the Borrowers have selected and the Lender has agreed an Interest
       Period longer than 3 months, the Lender notifies the Borrowers by 11.00
       a.m. (London time) on the third Business Day before the commencement of
       the Interest Period that it is not satisfied that deposits in Dollars for
       a period equal to the Interest Period will be available to it in the
       London Interbank Market when the Interest Period commences, the Interest
       Period shall be of 3 months.

6      DEFAULT INTEREST

6.1    PAYMENT OF DEFAULT INTEREST ON OVERDUE AMOUNTS. The Borrowers shall pay
       interest in accordance with the following provisions of this Clause 6 on
       any amount payable by the Borrowers under any Finance Document which the
       Lender does not receive on or before the relevant date, that is:

(a)    the date on which the Finance Documents provide that such amount is due
       for payment; or


                                       20



(b)    if a Finance Document provides that such amount is payable on demand, the
       date on which the demand is served; or

(c)    if such amount has become immediately due and payable under Clause 18.4,
       the date on which it became immediately due and payable.

6.2    DEFAULT RATE OF INTEREST. Interest shall accrue on an overdue amount from
       (and including) the relevant date until the date of actual payment (as
       well after as before judgment) at the rate per annum determined by the
       Lender to be 1.5 per cent. above:

(a)    in the case of an overdue amount of principal, the higher of the rates
       set out at Clauses 6.3(a) and (b); or

(b)    in the case of any other overdue amount, the rate set out at Clause
       6.3(b).

6.3    CALCULATION OF DEFAULT RATE OF INTEREST. The rates referred to in Clause
       6.2 are:

(a)    the rate applicable to the overdue principal amount immediately prior to
       the relevant date (but only for any unexpired part of any then current
       Interest Period applicable to it);

(b)    the applicable Margin plus, in respect of successive periods of any
       duration (including at call) up to 3 months which the Lender may select
       from time to time:

       (i)    LIBOR; or

       (ii)   if the Lender determines that Dollar deposits for any such period
              are not being made available to it by leading banks in the London
              Interbank Market in the ordinary course of business, a rate from
              time to time determined by the Lender by reference to the cost of
              funds to it from such other sources as the Lender may from time to
              time determine.

6.4    NOTIFICATION OF INTEREST PERIODS AND DEFAULT RATES. The Lender shall
       promptly notify the Borrowers of each interest rate determined by it
       under Clause 6.3 and of each period selected by it for the purposes of
       paragraph (b) of that Clause; but this shall not be taken to imply that
       the Borrowers are liable to pay such interest only with effect from the
       date of the Lender's notification.

6.5    PAYMENT OF ACCRUED DEFAULT INTEREST. Subject to the other provisions of
       this Agreement, any interest due under this Clause shall be paid on the
       last day of the period by reference to which it was determined.

6.6    COMPOUNDING OF DEFAULT INTEREST. Any such interest which is not paid at
       the end of the period by reference to which it was determined shall
       thereupon be compounded.

6.7    APPLICATION TO MASTER AGREEMENT. For the avoidance of doubt this Clause 6
       does not apply to any amount payable under the Master Agreement in
       respect of any continuing Transaction as to which section 2(e) (Default
       Interest, Other Amounts) of the Master Agreement shall apply.

7      REPAYMENT AND PREPAYMENT

7.1    AMOUNT OF REPAYMENT INSTALMENTS. The Borrowers shall repay the Loan by:

(a)    20 consecutive six-monthly instalments of:


                                       21



       (i)    in the case of the first and second instalments, $3,600,000 each;

       (ii)   in the case of the third to sixth instalments (inclusive),
              $2,400,000 each; and

       (iii)  in the case of the seventh to twentieth instalments (inclusive),
              $1,800,000 each; and

(b)    a balloon instalment of $8,000,000 (as such amount may be increased
       through the operation of Clause 7.11, the "BALLOON INSTALMENT").

7.2    REPAYMENT DATES.

(a)    The first instalment shall be repaid on the date falling 6 months after
       the earlier of:

       (i)    the Drawdown Date relating to Tranche A or the first Advance under
              Tranche B (whichever is drawn down earlier under this Agreement);
              and

       (ii)   31 January 2006 (or such later date as the Lender may agree with
              the Borrowers); and

(b)    the last instalment, along with the Balloon Instalment, shall be repaid
       on the earlier of:

       (i)    the date falling on the tenth anniversary of the Drawdown Date
              relating to Tranche A or the first Advance under Tranche B
              (whichever is drawn down earlier under this Agreement); and

       (ii)   31 January 2016 (or such later date as the Lender may agree with
              the Borrowers).

7.3    FINAL REPAYMENT DATE. On the final Repayment Date, the Borrowers shall
       additionally pay to the Lender all other sums then accrued or owing under
       any Finance Document.

7.4    VOLUNTARY PREPAYMENT. Subject to the following conditions, the Borrowers
       may prepay the whole or any part of the Loan on the last day of an
       Interest Period.

7.5    CONDITIONS FOR VOLUNTARY PREPAYMENT. The conditions referred to in Clause
       7.4 are that:

(a)    a partial prepayment shall be $500,000 or a multiple of $500,000;

(b)    the Lender has received from the Borrowers at least 5 days' prior written
       notice specifying the amount to be prepaid and the date on which the
       prepayment is to be made; and

(c)    the Borrowers have provided evidence satisfactory to the Lender that any
       consent required by any Borrower or any Security Party in connection with
       the prepayment has been obtained and remains in force, and that any
       regulation relevant to this Agreement which affects any Borrower or any
       Security Party has been complied with.

7.6    EFFECT OF NOTICE OF PREPAYMENT. A prepayment notice may not be withdrawn
       or amended without the consent of the Lender and the amount specified in
       the prepayment notice shall become due and payable by the Borrowers on
       the date for prepayment specified in the prepayment notice.


                                       22



7.7    MANDATORY PREPAYMENT. Without prejudice to the provisions of Clause 14,
       the Borrowers shall be obliged to prepay the Relevant Percentage of the
       Loan if a Ship is sold or becomes a Total Loss:

(a)    in the case of a sale, on or before the date on which the sale is
       completed by delivery of the Ship to the buyer; or

(b)    in the case of a Total Loss, on the earlier of the date falling 120 days
       after the Total Loss Date and the date of receipt by the Lender of the
       proceeds of insurance relating to such Total Loss,

       and in this Clause 7.7 "RELEVANT PERCENTAGE" means the percentage which
       the Market Value of such Ship bears to the aggregate Market Values of
       such of the Ships as is subject to a Mortgage on (in the case of the sale
       of such Ship) the date such Ship is delivered to the buyer thereof or (in
       the case of a Total Loss of such Ship) the Total Loss Date in respect
       thereof.

7.8    AMOUNTS PAYABLE ON PREPAYMENT. A prepayment shall be made together with
       accrued interest (and any other amount payable under Clause 20 or
       otherwise) in respect of the amount prepaid and, if the prepayment is not
       made on the last day of an Interest Period together with any sums payable
       under Clause 20.1(b) but without premium or penalty.

7.9    APPLICATION OF PARTIAL PREPAYMENT. Each partial prepayment shall be
       applied pro rata against the repayment instalments, including, without
       limitation, the balloon instalment, specified in Clause 7.1.

7.10   NO REBORROWING. No amount prepaid may be reborrowed.

7.11   DEFERRAL OPTION. The Borrowers may elect to defer the repayment of up to
       one third of any three repayment instalments falling due after the
       Repayment Date in relation to the seventh repayment instalment subject to
       the following terms and conditions:

(a)    the Borrowers shall have sent to the Lender a notice at least 10 days
       prior to the Repayment Date relative to the repayment instalment the
       payment of part of which the Borrowers are electing to defer specifying
       the amount to be deferred (which amount shall not exceed one third of the
       relevant repayment instalment);

(b)    no Event of Default has occurred or is continuing either at the date of
       the Borrowers' said request or on the Repayment Date on which the
       deferred instalment was due and payable; and

(c)    each part of a repayment instalment which is deferred (which shall not
       exceed, when added to the parts of all other repayment instalments which
       have been deferred, $1,800,000 in aggregate) shall be added to the
       Balloon Instalment which shall be increased by such amount.

8      CONDITIONS PRECEDENT

8.1    DOCUMENTS, FEES AND NO DEFAULT. The Lender's obligation to make Tranche A
       or an Advance is subject to the following conditions precedent:

(a)    that, on or before the service of the Drawdown Notice in respect of the
       first Tranche or Advance to be drawn down under this Agreement, the
       Lender receives the documents described in Part A of Schedule 2, in form
       and substance satisfactory to it and its lawyers;


                                       23



(b)    that, on the each Drawdown Date but prior to the making of Tranche A or,
       as the case may be, the relevant Advance under Tranche B, the Lender
       receives the documents described in Part B of Schedule 2 in relation to
       Tranche A or, as the case may be, that Advance, in form and substance
       satisfactory to it and its lawyers;

(c)    that, on the Drawdown Date relating to Tranche A and the Drawdown Date
       relating to the Advance under Tranche B which shall be used to refinance
       part of the Purchase Price of "GAS MARATHON" but prior to the making of
       Tranche A or, as the case may be, such Advance, the Lender receives (in
       addition to those documents described in Part B of Schedule 2 in relation
       to the applicable Ship (being, in the case of Tranche A, "SWEET DREAM"
       and, in the case of the Advance to refinance part of the Purchase Price
       of "GAS MARATHON", "GAS MARATHON") the documents described in Part C of
       Schedule 2, in form and substance satisfactory to it and its lawyers;

(d)    that, on the Drawdown Date relating to Tranche A but prior to the making
       of Tranche A, the Lender receives (in addition to those documents
       described in Part B of Schedule 2 in relation to "GAS ORACLE") the
       documents described in Part D of Schedule 2, in a form and substance
       satisfactory to it and its lawyers;

(e)    that, on the date of this Agreement, the Lender receives the arrangement
       fee referred to in Clause 19.1 and has received payment of the expenses
       referred to in Clause 19.2; and

(f)    that both at the date of each Drawdown Notice and at each Drawdown Date:

       (i)    no Event of Default or Potential Event of Default has occurred and
              is continuing or would result from the borrowing of the relevant
              Tranche or Advance;

       (ii)   the representations and warranties in Clause 9.1 and those of any
              Borrower or any Security Party which are set out in the other
              Finance Documents would be true and not misleading if repeated on
              each of those dates with reference to the circumstances then
              existing; and

       (iii)  none of the circumstances contemplated by Clause 4.4 has occurred
              and is continuing; and

(g)    that, if the ratio set out in Clause 14.1 were applied immediately
       following the making of the relevant Tranche or Advance, the Borrowers
       would not be obliged to provide additional security or prepay part of the
       Loan under that Clause; and

(h)    that the Lender has received, and found to be acceptable to it, any
       further opinions, consents, agreements and documents in connection with
       the Finance Documents which the Lender may request by notice to the
       Borrowers prior to the relevant Drawdown Date.

8.2    WAIVERS OF CONDITIONS PRECEDENT. If the Lender, at its discretion,
       permits a Tranche or an Advance to be borrowed before certain of the
       conditions referred to in Clause 8.1 are satisfied, the Borrowers shall
       ensure that those conditions are satisfied within 5 Business Days after
       the relevant Drawdown Date (or such longer period as the Lender may
       specify).


                                       24



9      REPRESENTATIONS AND WARRANTIES

9.1    GENERAL. Each Borrower represents and warrants to the Lender as follows.

9.2    STATUS. Each Borrower is duly incorporated and validly existing and in
       good standing under the laws of its country of incorporation.

9.3    SHARE CAPITAL AND OWNERSHIP. Each Borrower has an authorised and issued
       share capital of:

(a)    in the case of each of Empire, Independent, Triathlon and Soleil, 100
       bearer and/or registered shares of no par value, all of which shares have
       been issued in bearer form;

(b)    in the case of Jungle, 2000 shares of LM1 each, 500 shares of which have
       been issued 20 per cent. paid up; and

(c)    in the case of Yield, 1000 registered shares of CY(pound)1 each, all of
       which shares have been issued,

       and the legal title and beneficial ownership of all such issued shares is
       held, free of any Security Interest or other claim, by the relevant
       Shareholder.

9.4    CORPORATE POWER. Each Borrower, has the corporate capacity, and has taken
       all corporate action and obtained all consents necessary for it:

(a)    to register its Ship in its name under the relevant flag;

(b)    to execute the Finance Documents to which that Borrower is a party; and

(c)    to borrow under this Agreement, to enter into Transactions under the
       Master Agreement and to make all the payments contemplated by, and to
       comply with, those Finance Documents to which that Borrower is a party
       and the Master Agreement.

9.5    CONSENTS IN FORCE. All the consents referred to in Clause 9.4 remain in
       force and nothing has occurred which makes any of them liable to
       revocation.

9.6    LEGAL VALIDITY; EFFECTIVE SECURITY INTERESTS. The Finance Documents to
       which each Borrower is a party, do now or, as the case may be, will, upon
       execution and delivery (and, where applicable, registration as provided
       for in the Finance Documents):

(a)    constitute that Borrower's legal, valid and binding obligations
       enforceable against that Borrower in accordance with their respective
       terms; and

(b)    create legal, valid and binding Security Interests enforceable in
       accordance with their respective terms over all the assets to which they,
       by their terms, relate,

       subject to any relevant insolvency laws affecting creditors' rights
       generally.

9.7    NO THIRD PARTY SECURITY INTERESTS. Without limiting the generality of
       Clause 9.6, at the time of the execution and delivery of each Finance
       Document:

(a)    each Borrower which is a party to that Finance Document will have the
       right to create all the Security Interests which that Finance Document
       purports to create; and


                                       25



(b)    no third party will have any Security Interest (except for Permitted
       Security Interests) or any other interest, right or claim over, in or in
       relation to any asset to which any such Security Interest, by its terms,
       relates.

9.8    NO CONFLICTS. The execution by each Borrower of each Finance Document to
       which it is a party, and the borrowing by that Borrower of the Loan, and
       its compliance with each Finance Document to which it is a party will not
       involve or lead to a contravention of:

(a)    any law or regulation; or

(b)    the constitutional documents of that Borrower; or

(c)    any contractual or other obligation or restriction which is binding on
       that Borrower or any of its assets.

9.9    NO WITHHOLDING TAXES. All payments which each Borrower is liable to make
       under the Finance Documents to which it is a party may be made without
       deduction or withholding for or on account of any tax payable under any
       law of any Pertinent Jurisdiction.

9.10   NO DEFAULT. No Event of Default or Potential Event of Default has
       occurred and is continuing.

9.11   INFORMATION. All information which has been provided in writing by or on
       behalf of the Borrowers or any Security Party to the Lender in connection
       with any Finance Document satisfied the requirements of Clause 10.5; all
       audited and unaudited accounts which have been so provided satisfied the
       requirements of Clause 10.7; and there has been no material adverse
       change in the financial position or state of affairs of any Borrower from
       that disclosed in the latest of those accounts.

9.12   NO LITIGATION. No legal or administrative action involving any Borrower
       (including action relating to any alleged or actual breach of the ISM
       Code) has been commenced or taken or, to any Borrower's knowledge, is
       likely to be commenced or taken.

9.13   VALIDITY AND COMPLETENESS OF MOAS, ETC. Each MOA, the Gas Oracle Charter
       and each Bareboat Charter constitutes valid, binding and enforceable
       obligations of the parties thereto respectively in accordance with their
       terms, and:

(a)    each copy of an MOA, the Gas Oracle Charter and each Bareboat Charter
       delivered to the Lender before the date of this Agreement is a true and
       complete copy thereof (including, without limitation, any addenda
       thereto); and

(b)    no amendments or additions to any MOA, the Gas Oracle Charter or either
       Bareboat Charter have been agreed nor has any Borrower or any other party
       waived any of their respective rights under an MOA, the Gas Oracle
       Charter or either Bareboat Charter.

9.14   NO REBATES ETC. There is no agreement or understanding to allow or pay
       any rebate, premium, commission discount or other benefit or payment
       (howsoever described) to any Borrower, any seller of a New Ship or any
       third party in connection with the purchase by any Borrower of a New Ship
       other than as disclosed to the Lender in writing on or prior to the date
       of this Agreement.

9.15   COMPLIANCE WITH CERTAIN UNDERTAKINGS. At the date of this Agreement, the
       Borrowers are in compliance with Clauses 10.2, 10.4, 10.9 and 10.13.


                                       26



9.16   TAXES PAID. Each Borrower has paid all taxes applicable to, or imposed on
       or in relation to that Borrower, its business and the Ship owned by it.

9.17   ISM CODE COMPLIANCE. All requirements of the ISM Code as they relate to
       the Borrowers, the Approved Manager, each Bareboat Charterer and each
       Ship have been complied with.

10     GENERAL UNDERTAKINGS

10.1   GENERAL. Each Borrower undertakes with the Lender to comply with the
       following provisions of this Clause 10 at all times during the Security
       Period, except as the Lender may otherwise permit.

10.2   TITLE; NEGATIVE PLEDGE. Each Borrower will:

(a)    hold the legal title to, and own the entire beneficial interest in the
       Ship owned by it, her Insurances and Earnings, free from all Security
       Interests and other interests and rights of every kind, except for those
       created by the Finance Documents and the effect of assignments contained
       in the Finance Documents and except for Permitted Security Interests; and

(b)    not create or permit to arise any Security Interest (except for Permitted
       Security Interests) over any other asset, present or future including,
       but not limited to, the Borrowers' rights against the Lender under the
       Master Agreement or all or any part of the Borrowers' interest in any
       amount payable to the Borrowers by the Lender under the Master Agreement.

10.3   NO DISPOSAL OF ASSETS. No Borrower will transfer, lease or otherwise
       dispose of:

(a)    all or a substantial part of its assets, whether by one transaction or a
       number of transactions, whether related or not; or

(b)    any debt payable to it or any other right (present, future or contingent
       right) to receive a payment, including any right to damages or
       compensation.

10.4   NO OTHER LIABILITIES OR OBLIGATIONS TO BE INCURRED. No Borrower will
       incur any liability or obligation except liabilities and obligations:

(a)    under the Finance Documents to which it is a party; and

(b)    liabilities or obligations reasonably incurred in the ordinary course of
       operating and chartering the Ship owned by it.

10.5   INFORMATION PROVIDED TO BE ACCURATE. All financial and other information
       which is provided in writing by or on behalf of a Borrower under or in
       connection with any Finance Document will be true and not misleading and
       will not omit any material fact or consideration.

10.6   PROVISION OF FINANCIAL STATEMENTS. The Borrowers will send to the Lender:

(a)    as soon as possible, but in no event later than 120 days after the end of
       each financial year the audited accounts of the Borrowers and the audited
       consolidated accounts of the Corporate Guarantor; and


                                       27



(b)    as soon as possible, but in no event later than 60 days after the end of
       each quarterly period in each financial year of that Borrower, the
       unaudited quarterly accounts of that Borrower and the unaudited quarterly
       consolidated accounts of the Corporate Guarantor,

       in each case together with a certificate in the form set out in Schedule
       3 signed by a director of each Borrower confirming that the Borrowers are
       as at the date of that certificate in compliance with the covenants
       specified in this Agreement and the Security Documents to which these are
       a party and confirming that no Event of Default or Potential Event of
       Default has occurred.

10.7   FORM OF FINANCIAL STATEMENTS. All accounts and financial statements
       (audited and unaudited) delivered under Clause 10.6 will:

(a)    be prepared in accordance with all applicable laws and generally accepted
       accounting principles consistently applied;

(b)    give a true and fair view of the state of affairs of the relevant parties
       at the date of those accounts and of their profit for the period to which
       those accounts relate; and

(c)    fully disclose or provide for all significant liabilities of the relevant
       Borrower.

10.8   SHAREHOLDER AND CREDITOR NOTICES. Each Borrower will send to the Lender,
       at the same time as they are despatched, copies of all communications
       which are despatched to that Borrower's shareholders or creditors or any
       class of them.

10.9   CONSENTS. Each Borrower will maintain in force and promptly obtain or
       renew, and will promptly send certified copies to the Lender of, all
       consents required:

(a)    for that Borrower to perform its obligations under any Finance Document;

(b)    for the validity or enforceability of any Finance Document to which it is
       a party; and

(c)    for that Borrower to continue to own and operate the Ship owned by it,
       and

(d)    for that Borrower to continue to perform its obligations under the
       Bareboat Charter to which it is a party or the Gas Oracle Charter as the
       case may be,

       and that Borrower will comply with the terms of all such consents.

10.10  MAINTENANCE OF SECURITY INTERESTS. Each Borrower will:

(a)    at its own cost, do all that it reasonably can to ensure that any Finance
       Document validly creates the obligations and the Security Interests which
       it purports to create; and

(b)    without limiting the generality of paragraph (a), at its own cost,
       promptly register, file, record or enrol any Finance Document with any
       court or authority in all Pertinent Jurisdictions, pay any stamp,
       registration or similar tax in all Pertinent Jurisdictions in respect of
       any Finance Document, give any notice or take any other step which may be
       or has become necessary or desirable for any Finance Document to be
       valid, enforceable or admissible in evidence or to ensure or protect the
       priority of any Security Interest which it creates.

10.11  NOTIFICATION OF LITIGATION. Each Borrower will provide the Lender with
       details of any legal or administrative action involving that Borrower,
       any Security Party, the Approved Manager or the Ship owned by it, her
       Earnings or her Insurances and, in the case of


                                       28



       Empire and Triathlon, the Bareboat Charter to which it is a party, as
       soon as such action is instituted or it becomes apparent to that Borrower
       that it is likely to be instituted, unless it is clear that the legal or
       administrative action cannot be considered material in the context of any
       Finance Document.

10.12  NO AMENDMENT TO BAREBOAT CHARTERS, ETC. No Borrower will agree to any
       amendment or supplement to, or waive or fail to enforce, the Bareboat
       Charter or the Gas Oracle Charter to which it is a party or any of its
       respective provisions.

10.13  PRINCIPAL PLACE OF BUSINESS. Each Borrower will maintain its place of
       business, and keep its corporate documents and records, at the address
       stated at the commencement of this Agreement; and no Borrower will
       establish, or do anything as a result of which it would be deemed to
       have, a place of business in the United Kingdom or the United States of
       America.

10.14  CONFIRMATION OF NO DEFAULT. Each Borrower will, within 2 Business Days
       after service by the Lender of a written request, serve on the Lender a
       notice which is signed by the director of that Borrower and which:

(a)    states that no Event of Default or Potential Event of Default has
       occurred; or

(b)    states that no Event of Default or Potential Event of Default has
       occurred, except for a specified event or matter, of which all material
       details are given.

10.15  NOTIFICATION OF DEFAULT. Each Borrower will notify the Lender as soon as
       that Borrower becomes aware of:

(a)    the occurrence of an Event of Default or a Potential Event of Default; or

(b)    any matter which indicates that an Event of Default or a Potential Event
       of Default may have occurred,

       and will keep the Lender fully up-to-date with all developments.

10.16  PROVISION OF FURTHER INFORMATION. Each Borrower will as soon as
       practicable after receiving the request, provide the Lender with any
       additional financial or other information relating to:

(a)    any Borrower, any Ship, any Earnings, or any Insurances, a Bareboat
       Charterer, the Gas Oracle Charterer or the Corporate Guarantor; or

(b)    to any other matter relevant to, or to any provision of, a Finance
       Document,

       which may be reasonably requested by the Lender at any time.

10.17  MINIMUM CASH BALANCE. On each Drawdown Date and on the first day of each
       Interest Period (and in respect of any Interest Period of more than 6
       months, six-monthly), the Borrowers shall pay into the Retention Account
       an amount equal to all interest payable on each Tranche, each Advance or
       the Loan during such Interest Period (or in the case of an Interest
       Period exceeding 6 months, during the following 6 months or up to the end
       of such Interest Period, whichever is shorter).


                                       29



11     CORPORATE UNDERTAKINGS

11.1   GENERAL. Each Borrower also undertakes with the Lender to comply, or
       procure compliance as the case may be, with the following provisions of
       this Clause 11 at all times during the Security Period except as the
       Lender may otherwise permit.

11.2   MAINTENANCE OF STATUS. Each Borrower will maintain its separate corporate
       existence and remain in good standing under the laws of its country of
       incorporation.

11.3   NEGATIVE UNDERTAKINGS. No Borrower will:

(a)    carry on any business other than the ownership, chartering and operation
       of the Ship owned by it; or

(b)    following the occurrence of an Event of Default pay any dividend or make
       any other form of distribution or effect any form of redemption, purchase
       or return of share capital; or

(c)    provide any form of credit or financial assistance to:

       (i)    a person who is directly or indirectly interested in that
              Borrower's share or loan capital; or

       (ii)   any company in or with which such a person is directly or
              indirectly interested or connected,

       or enter into any transaction with or involving such a person or company
       on terms which are, in any respect, less favourable to that Borrower than
       those which it could obtain in a bargain made at arms' length;

(d)    open or maintain any account with any bank or financial institution
       except accounts with the Lender for the purposes of the Finance
       Documents;

(e)    issue, allot or grant any person a right to any shares in its capital or
       repurchase or reduce its issued share capital;

(f)    acquire any shares or other securities other than US or UK Treasury bills
       and certificates of deposit issued by major North American or European
       banks, or enter into any transaction in a derivative (other than any
       Transactions under the Master Agreement);

(g)    enter into any form of amalgamation, merger or de-merger or any form of
       reconstruction or reorganisation; or

(h)    permit any immediate or without change in ownership of the shares from
       that existing as at the date of this Agreement.

12     INSURANCE

12.1   GENERAL. Each Borrower also undertakes with the Lender to comply, or as
       the case may be, procure compliance, with the following provisions of
       this Clause 12 at all times during the Security Period except as the
       Lender may otherwise permit.

12.2   MAINTENANCE OF OBLIGATORY INSURANCES. Each Borrower shall keep the Ship
       owned by it insured at the expense of that Borrower against:


                                       30



(a)    fire and usual marine risks (including hull and machinery and excess
       risks);

(b)    war risks;

(c)    protection and indemnity risks; and

(d)    any other risks against which the Lender considers, having regard to
       practices and other circumstances prevailing at the relevant time, it
       would in the opinion of the Lender be reasonable for that Borrower to
       insure and which are specified by the Lender by notice to that Borrower.

12.3   TERMS OF OBLIGATORY INSURANCES. Each Borrower shall effect such
       insurances:

(a)    in Dollars;

(b)    in the case of fire and usual marine risks and war risks, in an amount on
       an agreed value basis at least the greater of (i) such amount, which when
       aggregated with the amount for which any other Ship then subject to a
       Mortgage is insured, is equal to 110 per cent. of the aggregate of the
       Loan and the Swap Exposure and (ii) the market value of the Ship owned by
       it; and

(c)    in the case of oil pollution liability risks, for an aggregate amount
       equal to the highest level of cover from time to time available under
       basic protection and indemnity club entry (with the international group
       of protection and indemnity clubs) and in the international marine
       insurance market (currently $1,000,000,000);

(d)    in relation to protection and indemnity risks in respect of the full
       tonnage of the Ship owned by it;

(e)    on approved terms; and

(f)    through approved brokers and with approved insurance companies and/or
       underwriters or, in the case of war risks and protection and indemnity
       risks, in approved war risks and protection and indemnity risks
       associations.

12.4   FURTHER PROTECTIONS FOR THE LENDER. In addition to the terms set out in
       Clause 12.3, each Borrower shall procure that the obligatory insurances
       shall:

(a)    whenever the Lender requires, name (or be amended to name) the Lender as
       additional named assured for its rights and interests, warranted no
       operational interest and with full waiver of rights of subrogation
       against the Lender, but without the Lender thereby being liable to pay
       (but having the right to pay) premiums, calls or other assessments in
       respect of such insurance;

(b)    name the Lender as loss payee with such directions for payment as the
       Lender may specify;

(c)    provide that all payments by or on behalf of the insurers under the
       obligatory insurances to the Lender shall be made without set-off,
       counterclaim or deductions or condition whatsoever;

(d)    provide that such obligatory insurances shall be primary without right of
       contribution from other insurances which may be carried by the Lender;


                                       31



(e)    provide that the Lender may make proof of loss if any of the Borrowers
       fails to do so.

12.5   RENEWAL OF OBLIGATORY INSURANCES. Each Borrower shall:

(a)    at least 7 days before the expiry of any obligatory insurance effected by
       it:

       (i)    notify the Lender of the brokers (or other insurers) and any
              protection and indemnity or war risks association through or with
              whom that Borrower proposes to renew that obligatory insurance and
              of the proposed terms of renewal; and

       (ii)   obtain the Lender's approval to the matters referred to in
              paragraph (i);

(b)    at least 7 days before the expiry of any obligatory insurance effected by
       it, renew that obligatory insurance in accordance with the Lender's
       approval pursuant to paragraph (a); and

(c)    procure that the approved brokers and/or the war risks and protection and
       indemnity associations with which such a renewal is effected shall
       promptly after the renewal notify the Lender in writing of the terms and
       conditions of the renewal.

12.6   COPIES OF POLICIES; LETTERS OF UNDERTAKING. Each Borrower shall ensure
       that all approved brokers provide the Lender with pro forma copies of all
       policies relating to the obligatory insurances which they are to effect
       or renew and of a letter or letters or undertaking in a form required by
       the Lender and including undertakings by the approved brokers that:

(a)    they will have endorsed on each policy, immediately upon issue, a loss
       payable clause and a notice of assignment complying with the provisions
       of Clause 12.4;

(b)    they will hold such policies, and the benefit of such insurances, to the
       order of the Lender in accordance with the said loss payable clause;

(c)    they will advise the Lender immediately of any material change to the
       terms of the obligatory insurances;

(d)    they will notify the Lender, not less than 10 days before the expiry of
       the obligatory insurances, in the event of their not having received
       notice of renewal instructions from that Borrower or its agents and, in
       the event of their receiving instructions to renew, they will promptly
       notify the Lender of the terms of the instructions; and

(e)    they will not set off against any sum recoverable in respect of a claim
       relating to the Ship owned by that Borrower under such obligatory
       insurances any premiums or other amounts due to them or any other person
       whether in respect of that Ship or otherwise, they waive any lien on the
       policies, or any sums received under them, which they might have in
       respect of such premiums or other amounts, and they will not cancel such
       obligatory insurances by reason of non-payment of such premiums or other
       amounts, and will arrange for a separate policy to be issued in respect
       of that Ship forthwith upon being so requested by the Lender.

12.7   COPIES OF CERTIFICATES OF ENTRY. Each Borrower shall ensure that any
       protection and indemnity and/or war risks associations in which the Ship
       owned by it is entered provides the Lender with:

(a)    a certified copy of the certificate of entry for that Ship;


                                       32



(b)    a letter or letters of undertaking in such form as may be required or
       approved by the Lender; and

(c)    (if applicable to, or required in respect of, the relevant Ship) a
       certified copy of each certificate of financial responsibility for
       pollution by oil or other Environmentally Sensitive Material issued by
       the relevant certifying authority in relation to that Ship.

12.8   DEPOSIT OF ORIGINAL POLICIES. Each Borrower shall ensure that all
       policies relating to obligatory insurances effected by it are deposited
       with the approved brokers through which the insurances are effected or
       renewed.

12.9   PAYMENT OF PREMIUMS. Each Borrower shall punctually pay all premiums or
       other sums payable in respect of the obligatory insurances effected by it
       and produce all relevant receipts when so required by the Lender.

12.10  GUARANTEES. Each Borrower shall ensure that any guarantees required by a
       protection and indemnity or war risks association are promptly issued and
       remain in full force and effect.

12.11  COMPLIANCE WITH TERMS OF INSURANCES. No Borrower shall do nor omit to do
       (nor permit to be done or not to be done) any act or thing which would or
       might render any obligatory insurance invalid, void, voidable or
       unenforceable or render any sum payable under an obligatory insurance
       repayable in whole or in part; and, in particular:

(a)    each Borrower shall take all necessary action and comply with all
       requirements which may from time to time be applicable to the obligatory
       insurances, and (without limiting the obligation contained in Clause
       12.7(c)) ensure that the obligatory insurances are not made subject to
       any exclusions or qualifications to which the Lender has not given its
       prior approval;

(b)    No Borrower shall make any changes relating to the classification or
       classification society or manager or operator of the Ship owned by it
       approved by the underwriters of the obligatory insurances;

(c)    each Borrower shall make (and promptly supply copies to the Lender of)
       all quarterly or other voyage declarations which may be required by the
       protection and indemnity risks association in which the Ship owned by it
       is entered to maintain cover for trading to the United States of America
       and Exclusive Economic Zone (as defined in the United States Oil
       Pollution Act 1990 or any other applicable legislation); and

(d)    No Borrower shall employ the Ship owned by it, nor allow it to be
       employed, otherwise than in conformity with the terms and conditions of
       the obligatory insurances, without first obtaining the consent of the
       insurers and complying with any requirements (as to extra premium or
       otherwise) which the insurers specify.

12.12  ALTERATION TO TERMS OF INSURANCES. No Borrower shall either make or agree
       to any alteration to the terms of any obligatory insurance nor waive any
       right relating to any obligatory insurance.

12.13  SETTLEMENT OF CLAIMS. No Borrower shall settle, compromise or abandon any
       claim under any obligatory insurance for Total Loss or for a Major
       Casualty, and shall do all things necessary and provide all documents,
       evidence and information to enable the Lender to collect or recover any
       moneys which at any time become payable in respect of the obligatory
       insurances.


                                       33



12.14  PROVISION OF COPIES OF COMMUNICATIONS. Each Borrower shall provide the
       Lender, promptly following the Lender's reasonable request, copies of all
       written communications between that Borrower and:

(a)    the approved brokers; and

(b)    the approved protection and indemnity and/or war risks associations; and

(c)    the approved insurance companies and/or underwriters, which relate
       directly or indirectly to:

       (i)  that Borrower's obligations relating to the obligatory insurances
            including, without limitation, all requisite declarations and
            payments of additional premiums or calls; and

       (ii) any credit arrangements made between that Borrower and any of the
            persons referred to in paragraphs (a) or (b) relating wholly or
            partly to the effecting or maintenance of the obligatory insurances.

12.15  PROVISION OF INFORMATION. In addition, each Borrower shall promptly
       provide the Lender (or any persons which it may designate) with any
       information which the Lender (or any such designated person) requests for
       the purpose of:

(a)    obtaining or preparing any report from an independent marine insurance
       broker as to the adequacy of the obligatory insurances effected or
       proposed to be effected; and/or

(b)    effecting, maintaining or renewing any such insurances as are referred to
       in Clause 12.16 below or dealing with or considering any matters relating
       to any such insurances,

       and the Borrowers shall, forthwith upon demand, indemnify the Lender in
       respect of all fees and other expenses incurred by or for the account of
       the Lender in connection with any such report as is referred to in
       paragraph (a).

12.16  MORTGAGEE'S INTEREST AND ADDITIONAL PERILS. The Lender shall be entitled
       from time to time to effect, maintain and renew a mortgagee's interest
       additional perils insurance in respect of each Ship, a mortgagee's
       political risks insurance and a mortgagee's interest marine insurance
       each in an amount equal to 110 per cent. of the aggregate of the Loan and
       the Swap Exposure from time to time and on such terms, through such
       insurers and generally in such manner as the Lender may from time to time
       consider appropriate and the Borrowers shall upon demand fully indemnify
       the Lender in respect of all premiums and other expenses which are
       incurred in connection with or with a view to effecting, maintaining or
       renewing any such insurance or dealing with, or considering, any matter
       arising out of any insurance.

13     SHIP COVENANTS

13.1   GENERAL. Each Borrower also undertakes with the Lender to comply with, or
       to procure compliance with (as the case may be), with the following
       provisions of this Clause 13 at all times during the Security Period,
       except as the Lender may otherwise permit, such permission in the case of
       Clause 13.2 and 13.12(e) to be in writing.

13.2   SHIP'S NAME AND REGISTRATION. Each Borrower shall keep the Ship owned by
       it registered in its name under:


                                       34



(a)    in the case of "SWEET DREAM", Bahamas flag;

(b)    in the case of "GAS ORACLE", Marshall Islands flag;

(c)    in the case of "GAS CATHAR", Malta flag;

(d)    in the case of "GAS LEGACY", Cyprus flag; and

(e)    in the case of each of "GAS SINCERITY" and "GAS MARATHON", Panama flag

       and shall not do or allow to be done anything as a result of which such
       registration might be cancelled or imperilled; and shall not change the
       name or port of registry of the Ship owned by it.

13.3   REPAIR AND CLASSIFICATION. Each Borrower shall keep the Ship owned by it
       in a good and safe condition and state of repair:

(a)    consistent with first-class ship ownership and management practice;

(b)    so as to maintain that Ship's present class (being the highest
       classification available for a vessel of the same type, age and
       specification as the Ship with a classification society acceptable to the
       Lender which is a member of the International Association of
       Classification Societies) free of overdue recommendations and conditions
       affecting the Ship's class; and

(c)    so as to comply with all laws and regulations applicable to vessels
       registered at ports in the flag state relevant to that Ship or to vessels
       trading to any jurisdiction to which that Ship may trade from time to
       time, including but not limited to the ISM Code.

13.4   MODIFICATION. No Borrower shall make or allow any modification or repairs
       to, or replacement of, any Ship or equipment installed on any Ship which
       would or might materially alter the structure, type or performance
       characteristics of any Ship or materially reduce its value.

13.5   REMOVAL OF PARTS. No Borrower shall remove or allow the removal of any
       material part of any Ship, or any item of equipment installed on any
       Ship, unless the part or item so removed is forthwith replaced by a
       suitable part or item which is in the same condition as or better
       condition than the part or item removed, is free from any Security
       Interest or any right in favour of any person other than the Lender and
       becomes on installation on the relevant Ship the property of the relevant
       Borrower and subject to the security constituted by the relevant Mortgage
       PROVIDED THAT a Borrower may install equipment owned by a third party if
       the equipment can be removed without any risk of damage to the Ship owned
       by it.

13.6   SURVEYS. Each Borrower shall submit the Ship owned by it regularly to all
       periodical or other surveys which may be required for classification
       purposes and, if so required by the Lender provide the Lender, with
       copies of all survey reports.

13.7   INSPECTION. Each Borrower shall permit the Lender (by surveyors or other
       persons appointed by it for that purpose) to board the Ship owned by it
       at all reasonable times to inspect its condition or to satisfy themselves
       about proposed or executed repairs and shall afford all proper facilities
       for such inspections.

13.8   PREVENTION OF AND RELEASE FROM ARREST. Each Borrower shall promptly
       discharge:


                                       35



(a)    all liabilities which give or may give rise to maritime or possessory
       liens on or claims enforceable against the Ship owned by it, her Earnings
       or her Insurances;

(b)    all taxes, dues and other amounts charged in respect of the Ship owned by
       it, her Earnings or her Insurances; and

(c)    all other outgoings whatsoever in respect of the Ship owned by it, her
       Earnings or her Insurances,

       and, forthwith upon receiving notice of the arrest of the Ship owned by
       it, or of its detention in exercise or purported exercise of any lien or
       claim, that Borrower shall procure its release by providing bail or
       otherwise as the circumstances may require.

13.9   COMPLIANCE WITH LAWS ETC. Each Borrower shall:

(a)    comply, or procure compliance with the ISM Code, all Environmental Laws
       and all other laws or regulations relating to the Ship owned by it, its
       ownership, operation and management or to the business of that Borrower;

(b)    not employ the Ship owned by it nor allow its employment in any manner
       contrary to any law or regulation in any relevant jurisdiction including
       but not limited to the ISM Code; and

(c)    in the event of hostilities in any part of the world (whether war is
       declared or not), not cause or permit the Ship owned by it to enter or
       trade to any zone which is declared a war zone by any government or by
       the Ship's war risks insurers unless the prior written consent of the
       Lender has been given and that Borrower has (at its expense) effected any
       special, additional or modified insurance cover and provided the Lender
       with evidence that its Ship maintains sufficient cover to enter into and
       trade to the war zone.

13.10  PROVISION OF INFORMATION. Each Borrower shall promptly provide the Lender
       with any information which it requests regarding:

(a)    the Ship owned by it, its employment, position and engagements;

(b)    the Earnings and payments and amounts due to the master and crew of the
       Ship owned by it;

(c)    any expenses incurred, or likely to be incurred, in connection with the
       operation, maintenance or repair of the Ship owned by it and any payments
       made in respect of that Ship;

(d)    any towages and salvages;

(e)    its compliance, the Approved Manager's compliance, the compliance of the
       Ship owned by it and, in the case of each of "SWEET DREAM" and "GAS
       MARATHON", the compliance by the Bareboat Charterer of that Ship, with
       the ISM Code,

       and, upon the Lender's request, provide copies of any current charter
       relating to the Ship owned by it, of any current charter guarantee and of
       the Ship's Document of Compliance.

13.11  NOTIFICATION OF CERTAIN EVENTS. Each Borrower shall immediately notify
       the Lender by fax, confirmed forthwith, by letter of:


                                       36



(a)    any casualty which is or is likely to be or to become a Major Casualty;

(b)    any occurrence as a result of which the Ship owned by it has become or
       is, by the passing of time or otherwise, likely to become a Total Loss;

(c)    any requirement or recommendation made by any insurer or classification
       society or by any competent authority which is not immediately complied
       with;

(d)    any arrest or detention of the Ship owned by it, any exercise or
       purported exercise of any lien on that Ship or its Earnings or any
       requisition of that Ship for hire;

(e)    any intended dry docking of the Ship owned by it which will, or is
       reasonably expected to, last more than 14 days;

(f)    any Environmental Claim made against that Borrower or in connection with
       the Ship owned by it, or any Environmental Incident;

(g)    any claim for breach of the ISM Code being made against that Borrower,
       the Approved Manager or either Bareboat Charterer (as the case may be) or
       otherwise in connection with the Ship owned by it; or

(h)    any other matter, event or incident, actual or threatened, the effect of
       which will or could lead to the ISM Code not being complied with,

       and that Borrower shall keep the Lender advised in writing on a regular
       basis and in such detail as the Lender shall require of that Borrower's,
       the Approved Manager's, the relevant Bareboat Charterer's or any other
       person's response to any of those events or matters.

13.12  RESTRICTIONS ON CHARTERING, APPOINTMENT OF MANAGERS ETC. No Borrower
       shall, in relation to the Ship owned by it:

(a)    (other than in the case of each of "SWEET DREAM" and "GAS MARATHON",
       pursuant to the Bareboat Charter relative to each such Ship), let that
       Ship on demise charter for any period;

(b)    (other than in the case of "GAS ORACLE" pursuant to the Gas Oracle
       Charter), enter into any time or consecutive voyage charter in respect of
       that Ship for a term which exceeds, or which by virtue of any optional
       extensions may exceed, 18 months;

(c)    enter into any charter in relation to that Ship under which more than 2
       months' hire (or the equivalent) is payable in advance;

(d)    charter that Ship otherwise than on bona fide arm's length terms at the
       time when that Ship is fixed;

(e)    appoint a manager of that Ship other than the Approved Manager or agree
       to any alteration to the terms of the Approved Manager's appointment;

(f)    de-activate or lay up that Ship; or

(g)    put that Ship into the possession of any person for the purpose of work
       being done upon her in an amount exceeding or likely to exceed $500,000
       (or the equivalent in any other currency) unless that person has first
       given to the Lender and in terms satisfactory to it a


                                       37



       written undertaking not to exercise any lien on that Ship or the Earnings
       for the cost of such work or any other reason.

13.13  NOTICE OF MORTGAGE. Each Borrower shall:

(a)    keep the relevant Mortgage registered against the Ship owned by it as a
       valid first priority or, as the case may be, first preferred mortgage;
       and

(b)    carry on board that Ship a certified copy of the relevant Mortgage and
       place and maintain in a conspicuous place in the navigation room and the
       Master's cabin of that Ship a framed printed notice stating that that
       Ship is mortgaged by that Borrower to the Lender.

13.14  SHARING OF EARNINGS. No Borrower shall enter into any agreement or
       arrangement for the sharing of any Earnings (other than with any other
       Security Party).

13.15  TIME CHARTER ASSIGNMENT. If any Borrower enters into any Charter (subject
       to obtaining the consent of the Lender in accordance with Clause
       13.12(b)), the relevant Borrower shall, at the request of the Lender,
       execute in favour of the Lender a Charter Assignment in relation to such
       Charter, and shall deliver to the Lender such other documents equivalent
       to those referred to at paragraphs 3, 4 and 5 of Part A of Schedule 2
       hereof as the Lender may require.

13.16  COMPLIANCE WITH INSURANCE AND SHIP COVENANTS. The Borrowers shall procure
       the performance by each Bareboat Charterer of all the covenants and
       undertakings to be observed, performed and complied with, by or on behalf
       of that Bareboat Charterer under Clause 12 (other than Clause 12.16) and
       Clause 13 and, to the extent that the Bareboat Charterer duly performs
       and discharges its obligations set out in this Clause 13.16 or to the
       further extent that the Bareboat Charterer, by its performance of the
       Bareboat Charter to which it is a party, performs and discharges further
       obligations of the Borrowers contained in the Finance Documents, then
       such performance and discharge shall, to that extent, be deemed due
       performance and discharge of the Borrowers' obligations under the Finance
       Documents.

13.17  FREQUENCY OF VALUATIONS. The Borrowers acknowledge and agree that, for
       the purpose of ascertaining the Market Values of the Ships for use in the
       calculation of the Asset Cover Ratio pursuant to Clause 4.12, the Lender
       may commission valuations of the Ships in accordance with Clause 14.3 up
       to once per annum.

14     SECURITY COVER

14.1   MINIMUM REQUIRED SECURITY COVER. Clause 14.2 applies if the Lender
       notifies the Borrowers that the Security Cover Ratio is below 1.25 to 1.

14.2   PROVISION OF ADDITIONAL SECURITY; PREPAYMENT. If the Lender serves a
       notice on the Borrowers under Clause 14.1, the Borrowers shall, within 1
       month after the date on which the Lender's notice is served, either:

(a)    provide, or ensure that a third party provides, additional security
       which, in the reasonable opinion of the Lender, has a net realisable
       value at least equal to the shortfall in the Security Cover Ratio and is
       documented in such terms as the Lender may approve or require; or

(b)    prepay such part (at least) of the Loan as will eliminate the shortfall
       in the Security Cover Ratio.


                                       38



14.3   VALUATION OF SHIPS. The market value of a Ship at any date is that shown
       by the arithmetic average of two valuations, each prepared:

(a)    in Dollars;

(b)    as at a date not more than 14 days previously;

(c)    by one of the following independent sale and purchase shipbrokers:

       (i)   Arrow Shipbroking;

       (ii)  Fearnleys AS;

       (iii) H. Clarkson & Company Limited; and

       (iv)  Galbraith's Limited,

       which the Borrower has appointed and the Lender has approved for the
       purpose;

(d)    with or without physical inspection of the relevant Ship (as the Lender
       may require);

(e)    on the basis of a sale for prompt delivery for cash on normal arm's
       length commercial terms as between a willing seller and a willing buyer,
       free of any existing charter or other contract of employment; and

(f)    after deducting the estimated amount of the usual and reasonable expenses
       which would be incurred in connection with the sale,

       PROVIDED THAT if such two valuations differ by more than 15 per cent.
       then the Lender will obtain a third independent valuation from a third
       independent shipbroker from those listed in Clause 14.3(c) and the market
       value of the relevant Ship shall be the arithmetic mean of such 3
       valuations.

14.4   VALUE OF ADDITIONAL VESSEL SECURITY. The net realisable value of any
       additional security which is provided under Clause 14.2 and which
       consists of a Security Interest over a vessel shall be that shown by a
       valuation complying with the requirements of Clause 14.3.

14.5   VALUATIONS BINDING. Any valuation under Clause 14.2, 14.3 or 14.4 shall
       be binding and conclusive as regards the Borrowers, as shall be any
       valuation which the Lender makes of any additional security which does
       not consist of or include a Security Interest.

14.6   PROVISION OF INFORMATION. The Borrowers shall promptly provide the Lender
       and any shipbroker or expert acting under Clause 13.17, 14.3 or 14.4 with
       any information which the Lender or the shipbroker or expert may request
       for the purposes of the valuation; and, if the Borrowers fail to provide
       the information by the date specified in the request, the valuation may
       be made on any basis and assumptions which the shipbroker or the Lender
       (or the expert appointed by it) considers prudent.

14.7   PAYMENT OF VALUATION EXPENSES. Without prejudice to the generality of the
       Borrowers' obligations under Clauses 19.2, 19.3 and 20.3, the Borrowers
       shall, on demand, pay the Lender the amount of the fees and expenses of
       any shipbroker or expert instructed by the Lender under this Clause and
       Clause 13.17 and all legal and other expenses incurred by the Lender in
       connection with any matter arising out of this Clause and Clause 13.17.


                                       39



14.8   APPLICATION OF PREPAYMENT. Clause 7 shall apply in relation to any
       prepayment pursuant to Clause 14.2(b).

15     PAYMENTS AND CALCULATIONS

15.1   CURRENCY AND METHOD OF PAYMENTS. All payments to be made by any Borrower
       to the Lender under a Finance Document shall be made to the Lender:

(a)    by not later than 11.00 a.m. (New York City time) on the due date;

(b)    in same day Dollar funds settled through the New York Clearing House
       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); and

(c)    to the account of the Lender at The Bank of New York of 1290 Avenue of
       Americas, Floor 5, New York NY 10104, U.S.A. (SWIFT address: IRVTUS3N;
       Account No. 890-0429-585), or to such other account with such other bank
       as the Lender may from time to time notify to the Borrowers.

15.2   PAYMENT ON NON-BUSINESS DAY. If any payment by any Borrower under a
       Finance Document would otherwise fall due on a day which is not a
       Business Day:

(a)    the due date shall be extended to the next succeeding Business Day; or

(b)    if the next succeeding Business Day falls in the next calendar month, the
       due date shall be brought forward to the immediately preceding Business
       Day,

       and interest shall be payable during any extension under paragraph (a) at
       the rate payable on the original due date.

15.3   BASIS FOR CALCULATION OF PERIODIC PAYMENTS. All interest and any other
       payments under any Finance Document which are 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 and a 360 day year.

15.4   LENDER ACCOUNTS. The Lender shall maintain an account showing the amounts
       advanced by the Lender and all other sums owing to the Lender from the
       Borrowers and each Security Party under the Finance Documents and all
       payments in respect of those amounts made by the Borrowers and any
       Security Party.

15.5   ACCOUNTS PRIMA FACIE EVIDENCE. If the account maintained under Clauses
       15.4 shows an amount to be owing by a Borrower or a Security Party to the
       Lender, that account shall be prima facie evidence that that amount is
       owing to the Lender.

16     APPLICATION OF RECEIPTS

16.1   NORMAL ORDER OF APPLICATION. Except as any Finance Document may otherwise
       provide, any sums which are received or recovered by the Lender under or
       by virtue of any Finance Document shall be applied:

(a)    FIRST: in or towards satisfaction of any amounts then due and payable
       under the Finance Documents (or any of them) in such order of application
       and/or such proportions as the Lender may specify by notice to the
       Borrowers and the Security Parties;


                                       40



(b)    SECONDLY: in retention of an amount equal to any amount not then due and
       payable under any Finance Document but which the Lender, by notice to the
       Borrowers and the Security Parties, states in its opinion will or may
       become due and payable in the future and, upon those amounts becoming due
       and payable, in or towards satisfaction of them in accordance with the
       provisions of this Clause; and

(c)    THIRDLY: any surplus shall be paid to the Borrowers or to any other
       person appearing to be entitled to it.

16.2   VARIATION OF ORDER OF APPLICATION. The Lender may, at its reasonable
       discretion, by notice to the Borrowers and the Security Parties, provide
       for a different manner of application from that set out in Clause 16.1
       either as regards a specified sum or sums or as regards sums in a
       specified category or categories.

16.3   NOTICE OF VARIATION OF ORDER OF APPLICATION. The Lender may give notices
       under Clause 16.2 from time to time; and such a notice may be stated to
       apply not only to sums which may be received or recovered in the future,
       but also to any sum which has been received or recovered on or after the
       third Business Day before the date on which the notice is served.

16.4   APPROPRIATION RIGHTS OVERRIDDEN. This Clause 16 and any notice which the
       Lender gives under Clause 16.2 shall override any right of appropriation
       possessed, and any appropriation made, by any Borrower or any Security
       Party.

17     APPLICATION OF EARNINGS

17.1   PAYMENT OF EARNINGS. Each Borrower undertakes with the Lender to ensure
       that, throughout the Security Period:

(a)    (subject only to the provisions of the General Assignments to which that
       Borrower is a party), all the Earnings of the Ship owned by it are paid
       to the relevant Earnings Account; and

(b)    all payments by the Lender to a Borrower under each Transaction are paid
       to the Earnings Accounts (or any of them).

17.2   RELEASE OF SURPLUS EARNINGS. Subject to no Event of Default or Potential
       Event of Default then having occurred (after which the provisions of the
       Accounts Security Deed apply), Earnings for the time being credited to
       the Earnings Accounts shall be freely available to the Borrowers to be
       used firstly to pay the costs of operation of the Ships and then, as to
       any remaining surpluses, for any other purposes permitted by the terms of
       this Agreement.

17.3   INTEREST ACCRUED ON EARNINGS AND RETENTION ACCOUNTS. Any credit balances
       on each Earnings Account and the Retention 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 balances appear to the Lender likely to remain on the relevant
       Account.

17.4   RELEASE OF ACCRUED INTEREST. Interest accruing under Clause 17.3 shall be
       credited to the Earnings Accounts (or any of them) monthly unless an
       Event of Default or Potential Event of Default has occurred.

17.5   LOCATION OF ACCOUNTS. Each Borrower shall promptly:


                                       41



(a)    comply with any requirement of the Lender as to the location or
       re-location of an Earnings Account or the Retention Account (or any of
       them); and

(b)    execute any documents which the Lender specifies to create or maintain in
       favour of the Lender a Security Interest over (and/or rights of set-off,
       consolidation or other rights in relation to) an Earnings Account and the
       Retention Account.

17.6   DEBITS FOR EXPENSES ETC. The Lender shall be entitled (but not obliged)
       from time to time to debit the Earnings Accounts without prior notice in
       order to discharge any amount due and payable to it under Clause 19 or 20
       or payment of which it has become entitled to demand under Clause 19 or
       20.

17.7   BORROWERS' OBLIGATIONS UNAFFECTED. The provisions of this Clause 17 do
       not affect:

(a)    the liability of the Borrowers to make payments of principal and interest
       on the due dates; or

(b)    either other liability or obligation of the Borrowers or any Security
       Party under any Finance Document.

18     EVENTS OF DEFAULT

18.1   EVENTS OF DEFAULT. An Event of Default occurs if:

(a)    any Borrower or any Security Party fails to pay when due or (if so
       payable) on demand any sum payable under a Finance Document or under any
       document relating to a Finance Document; or

(b)    any breach occurs of Clause 8.2, 10.2, 10.3, 10.17, 11.2, 11.3 or 14.1;
       or

(c)    any breach by any Borrower or any Security Party occurs of any provision
       of a Finance Document (other than a breach covered by paragraph (a) or
       (b)) if, in the opinion of the Lender, such default is capable of remedy
       and such default continues unremedied 10 days after written notice from
       the Lender requesting action to remedy the same; or

(d)    (subject to any applicable grace period specified in any Finance
       Document) any breach by any of the Borrowers or any Security Party occurs
       of any provision of a Finance Document (other than a breach caused by
       paragraph (a), (b) or (c)); or

(e)    any representation, warranty or statement made by, or by an officer of, a
       Borrower or a Security Party in a Finance Document or in the Drawdown
       Notice or any other notice or document relating to a Finance Document is
       untrue or misleading when it is made; or

(f)    any of the following occurs in relation to any Financial Indebtedness of
       a Relevant Person:

       (i)    any Financial Indebtedness of a Relevant Person is not paid when
              due or, if so payable, on demand; or

       (ii)   any Financial Indebtedness of a Relevant Person becomes due and
              payable or capable of being declared due and payable prior to its
              stated maturity date as a consequence of any event of default; or


                                       42



       (iii)  a lease, hire purchase agreement or charter creating any Financial
              Indebtedness of a Relevant Person is terminated by the lessor or
              owner or becomes capable of being terminated as a consequence of
              any termination event; or

       (iv)   any overdraft, loan, note issuance, acceptance credit, letter of
              credit, guarantee, foreign exchange or other facility, or any swap
              or other derivative contract or transaction, relating to any
              Financial Indebtedness of a Relevant Person ceases to be available
              or becomes capable of being terminated as a result of any event of
              default, or cash cover is required, or becomes capable of being
              required, in respect of such a facility as a result of any event
              of default; or

       (v)    any Security Interest securing any Financial Indebtedness of a
              Relevant Person becomes enforceable; or

(g)    any of the following occurs in relation to a Relevant Person:

       (i)     a Relevant Person becomes, in the reasonable opinion of the
               Lender, unable to pay its debts as they fall due; or

       (ii)    any assets of a Relevant Person are subject to any form of
               execution, attachment, arrest, sequestration or distress in
               respect of a sum of, or sums aggregating, $500,000 or more or
               the equivalent in another currency and such execution,
               attachment, arrest, sequestration or distress is not withdrawn
               within 14 days of its commencement; or

       (iii)   any administrative or other receiver is appointed over any asset
               of a Relevant Person; or

       (iv)    a Relevant Person makes any formal declaration of bankruptcy or
               any formal statement to the effect that it is insolvent or
               likely to become insolvent, or a winding up or administration
               order is made in relation to a Relevant Person, or the members
               or directors of a Relevant Person pass a resolution to the
               effect that it should be wound up, placed in administration or
               cease to carry on business, save that this paragraph does not
               apply to a fully solvent winding up of a Relevant Person other
               than a Borrower which is, or is to be, effected for the purposes
               of an amalgamation or reconstruction previously approved by the
               Lender and effected not later than 3 months after the
               commencement of the winding up; or

       (v)     a petition is presented in any Pertinent Jurisdiction for the
               winding up or administration, or the appointment of a
               provisional liquidator, of a Relevant Person unless the petition
               is being contested in good faith and on substantial grounds and
               is dismissed or withdrawn within 30 days of the presentation of
               the petition; or

       (vi)    a Relevant Person petitions a court, or presents any proposal
               for, any form of judicial or non-judicial suspension or deferral
               of payments, reorganisation of its debt (or certain of its debt)
               or arrangement with all or a substantial proportion (by number
               or value) of its creditors or of any class of them or any such
               suspension or deferral of payments, reorganisation or
               arrangement is effected by court order, contract or otherwise;
               or

       (vii)   any meeting of the members or directors of a Relevant Person is
               summoned for the purpose of considering a resolution or proposal
               to authorise or take any action of a type described in
               paragraphs (iii), (iv), (v) or (vi); or


                                       43



       (viii)  in a Pertinent Jurisdiction other than England, any event occurs
               or any procedure is commenced which, in the opinion of the
               Lender, is similar to any of the foregoing; or

(h)    any Borrower ceases or suspends carrying on its business or a part of its
       business which, in the opinion of the Lender, is material in the context
       of this Agreement; or

(i)    it becomes unlawful in any Pertinent Jurisdiction or impossible:

       (i)   for any Borrower or any Security Party to discharge any liability
             under a Finance Document or to comply with any other obligation
             which the Lender considers material under a Finance Document; or

       (ii)  for the Lender to exercise or enforce any right under, or to
             enforce any Security Interest created by, a Finance Document; or

(j)    any consent necessary to enable any Borrower or either Bareboat Charterer
       to own, operate or charter the Ship owned or chartered by it (as the case
       may be) or to enable any Borrower or any Security Party to comply with
       any provision which the Lender considers material of a Finance Document,
       a Bareboat Charter is not granted, expires without being renewed, is
       revoked or becomes liable to revocation or any condition of such a
       consent is not fulfilled; or

(k)    any provision which the Lender considers, in its reasonable opinion,
       material of a Finance Document proves to have been or becomes invalid or
       unenforceable, or a Security Interest created by a Finance Document
       proves to have been or becomes invalid or unenforceable or such a
       Security Interest proves to have ranked after, or loses its priority to,
       another Security Interest or any other third party claim or interest; or

(l)    the security constituted by a Finance Document is in any way imperilled
       or in jeopardy; or

(m)    an Event of Default (as defined in Section 14 of the Master Agreement)
       occurs;

(n)    the Master Agreement is terminated, cancelled, suspended, rescinded or
       revoked or otherwise ceases to remain in full force and effect for any
       reason except with the consent of the Lender; or

(o)    any other event occurs or any other circumstances arise or develop
       including, without limitation:

       (i)   a change in the financial position, state of affairs or prospects
             of any Borrower, the ultimate beneficial shareholder of each
             Borrower or the Corporate Guarantor; or

       (ii)  any accident or other event involving any Ship or another vessel
             owned, chartered or operated by a Relevant Person,

       in the light of which the Lender reasonably considers that there is a
       significant risk that the Borrowers or the Corporate Guarantor are, or
       will later become, unable to discharge their liabilities under the
       Finance Documents as they fall due.

18.2   ACTIONS FOLLOWING AN EVENT OF DEFAULT. On, or at any time after, the
       occurrence of an Event of Default the Lender may:


                                       44



(a)    serve on the Borrowers a notice stating that all obligations of the
       Lender to the Borrowers under this Agreement are terminated; and/or

(b)    serve on the Borrowers a notice stating that the Loan, all accrued
       interest and all other amounts accrued or owing under this Agreement are
       immediately due and payable or are due and payable on demand; and/or

(c)    take any other action which, as a result of the Event of Default or any
       notice served under paragraph (a) or (b), the Lender is entitled to take
       under any Finance Document or any applicable law.

18.3   TERMINATION OF COMMITMENT. On the service of a notice under Clause
       18.2(a) the Commitment, and all other obligations of the Lender to the
       Borrowers under this Agreement, shall terminate.

18.4   ACCELERATION OF LOAN. On the service of a notice under Clause 18.2(b),
       the Loan, all accrued interest and all other amounts accrued or owing
       from the Borrowers or any Security Party under this Agreement and every
       other Finance Document shall become immediately due and payable or, as
       the case may be, payable on demand.

18.5   MULTIPLE NOTICES; ACTION WITHOUT NOTICE. The Lender may serve notices
       Clauses 18.2(a) and (b) simultaneously or on different dates and it may
       take any action referred to in Clause 18.2 if no such notice is served or
       simultaneously with or at any time after the service of both or either of
       such notices.

18.6   EXCLUSION OF LENDER LIABILITY. Neither the Lender nor any receiver or
       manager appointed by the Lender, shall have any liability to a Borrower
       or a Security Party:

(a)    for any loss caused by an exercise of rights under, or enforcement of a
       Security Interest created by, a Finance Document or by any failure or
       delay to exercise such a right or to enforce such a Security Interest; or

(b)    as mortgagee in possession or otherwise, for any income or principal
       amount which might have been produced by or realised from any asset
       comprised in such a Security Interest or for any reduction (however
       caused) in the value of such an asset,

       except that this does not exempt the Lender or a receiver or manager from
       liability for losses shown to have been caused directly and mainly by the
       dishonesty or the wilful misconduct of the Lender's own officers and
       employees or (as the case may be) such receiver's or manager's own
       partners or employees.

18.7   RELEVANT PERSONS. In this Clause 18 a "RELEVANT PERSON" means a Borrower,
       a Security Party, and any company which is a subsidiary of the Corporate
       Guarantor or a Borrower.

18.8   INTERPRETATION. In Clause 18.1(f) references to an event of default or a
       termination event include any event, howsoever described, which is
       similar to an event of default in a facility agreement or a termination
       event in a finance lease; and in Clause 18.1(g) "PETITION" includes an
       application.

19     FEES AND EXPENSES

19.1   ARRANGEMENT FEE. The Borrowers shall pay to the Lender on the date of
       this Agreement, a non-refundable arrangement fee of $95,000.


                                       45



19.2   COSTS OF NEGOTIATION, PREPARATION ETC. The Borrowers shall pay to the
       Lender in a timely manner the amount of all expenses incurred by the
       Lender in connection with the negotiation, preparation, execution or
       registration of any Finance Document or any related document or with any
       transaction contemplated by a Finance Document or a related document.

19.3   COSTS OF VARIATIONS, AMENDMENTS, ENFORCEMENT ETC. The Borrowers shall pay
       to the Lender, on the Lender's demand, the amount of all expenses
       incurred by the Lender in connection with:

(a)    any amendment or supplement to a Finance Document, or any proposal for
       such an amendment to be made;

(b)    any consent or waiver by the Lender concerned under or in connection with
       a Finance Document, or any request for such a consent or waiver;

(c)    the valuation of any security provided or offered under Clause 14 or any
       other matter relating to such security; or

(d)    any step taken by the Lender with a view to the protection, exercise or
       enforcement of any right or Security Interest created by a Finance
       Document or for any similar purpose.

       There shall be recoverable under paragraph (d) the full amount of all
       legal expenses, whether or not such as would be allowed under rules of
       court or any taxation or other procedure carried out under such rules.

19.4   DOCUMENTARY TAXES. The Borrowers shall promptly pay any tax payable on or
       by reference to any Finance Document, and shall, on the Lender's demand,
       fully indemnify the Lender against any claims, expenses, liabilities and
       losses resulting from any failure or delay by the Borrowers to pay such a
       tax.

19.5   CERTIFICATION OF AMOUNTS. A notice which is signed by 2 officers of the
       Lender, which states that a specified amount, or aggregate amount, is due
       to the Lender under this Clause 19 and which indicates (without
       necessarily specifying a detailed breakdown) the matters in respect of
       which the amount, or aggregate amount, is due shall be prima facie
       evidence that the amount, or aggregate amount, is due.

20     INDEMNITIES

20.1   INDEMNITIES REGARDING BORROWING AND REPAYMENT OF LOAN. The Borrowers
       shall fully indemnify made or brought against the Lender on its demand in
       respect of all claims, expenses, liabilities and losses which are
       incurred by the Lender, or which the Lender reasonably and with due
       diligence estimates that it will incur, as a result of or in connection
       with:

(a)    a Tranche or an Advance not being borrowed on the date specified in the
       Drawdown Notice for any reason other than a default by the Lender;

(b)    the receipt or recovery of all or any part of the Loan or an overdue sum
       otherwise than on the last day of an Interest Period or other relevant
       period;

(c)    any failure (for whatever reason) by the Borrowers to make payment of any
       amount due under a Finance Document on the due date or, if so payable, on
       demand (after giving


                                       46



       credit for any default interest paid by the Borrowers on the amount
       concerned under Clause 6);

(d)    the occurrence and/or continuance of an Event of Default or a Potential
       Event of Default and/or the acceleration of repayment of the Loan under
       Clause 18,

       and in respect of any tax (other than tax on its overall net income) for
       which the Lender is liable in connection with any amount paid or payable
       to the Lender (whether for its own account or otherwise) under any
       Finance Document.

20.2   BREAKAGE COSTS. Without limiting its generality, Clause 20.1 covers any
       claim, expense, liability or loss, including a loss of a prospective
       profit, incurred by the Lender:

(a)    in liquidating or employing deposits from third parties acquired or
       arranged to fund or maintain all or any part of the Loan and/or any
       overdue amount (or an aggregate amount which includes the Loan or any
       overdue amount); and

(b)    in terminating, or otherwise in connection with, any interest and/or
       currency swap or any other transaction entered into (whether with another
       legal entity or with another office or department of the Lender) to hedge
       any exposure arising under this Agreement or a number of transactions of
       which this Agreement is one.

20.3   MISCELLANEOUS INDEMNITIES. The Borrowers shall fully indemnify the Lender
       on its demand in respect of all claims, expenses, liabilities and losses
       which may be made or brought against or incurred by the Lender, in any
       country, as a result of or in connection with:

(a)    any action taken, or omitted or neglected to be taken, under or in
       connection with any Finance Document by the Lender or by any receiver
       appointed under a Finance Document;

(b)    any other Pertinent Matter,

       other than claims, expenses, liabilities and losses which are shown to
       have been directly and mainly caused by the dishonesty or wilful
       misconduct of the officers or employees of the Lender.

       Without prejudice to its generality, this Clause 20.3 covers any claims,
       expenses, liabilities and losses which arise, or are asserted, under or
       in connection with any law relating to safety at sea, the ISM Code or any
       Environmental Law.

20.4   CURRENCY INDEMNITY. If any sum due from any Borrower or any Security
       Party to the Lender under a Finance Document or under any order or
       judgment relating to a Finance Document has to be converted from the
       currency in which the Finance Document provided for the sum to be paid
       (the "CONTRACTUAL CURRENCY") into another currency (the "PAYMENT
       CURRENCY") for the purpose of:

(a)    making or lodging any claim or proof against any Borrower or any Security
       Party, whether in its liquidation, any arrangement involving it or
       otherwise; or

(b)    obtaining an order or judgment from any court or other tribunal; or

(c)    enforcing any such order or judgment,


                                       47



       the Borrowers shall indemnify the Lender against the loss arising when
       the amount of the payment actually received by the Lender is converted at
       the available rate of exchange into the Contractual Currency.

       In this Clause 20.4, the "AVAILABLE RATE OF EXCHANGE" means the rate at
       which the Lender is able at the opening of business (London time) on the
       Business Day after it receives the sum concerned to purchase the
       Contractual Currency with the Payment Currency.

       This Clause 20.4 creates a separate liability of the Borrowers which is
       distinct from their other liabilities under the Finance Documents and
       which shall not be merged in any judgment or order relating to those
       other liabilities.

20.5   APPLICATION OF MASTER AGREEMENT. For the avoidance of doubt, Clause 20.4
       does not apply in respect of sums due from the Borrowers to the Lender
       under or in connection with the Master Agreement as to which sums the
       provisions of Section 8 (Contractual Currency) of the Master Agreement
       shall apply.

20.6   CERTIFICATION OF AMOUNTS. A notice which is signed by 2 officers of the
       Lender, which states that a specified amount, or aggregate amount, is due
       to the Lender under this Clause 20 and which indicates (without
       necessarily specifying a detailed breakdown) the matters in respect of
       which the amount, or aggregate amount, is due shall be prima facie
       evidence that the amount, or aggregate amount, is due.

21     NO SET-OFF OR TAX DEDUCTION

21.1   NO DEDUCTIONS. All amounts due from the Borrowers under a Finance
       Document shall be paid:

(a)    without any form of set-off, cross-claim or condition; and

(b)    free and clear of any tax deduction except a tax deduction which a
       Borrower is required by law to make.

21.2   GROSSING-UP FOR TAXES. If a Borrower is required by law to make a tax
       deduction from any payment:

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

(b)    that Borrower shall pay the tax deducted to the appropriate taxation
       authority promptly, and in any event before any fine or penalty arises;
       and

(c)    the amount due in respect of the payment shall be increased by the amount
       necessary to ensure that the Lender receives and retains (free from any
       liability relating to the tax deduction) a net amount which, after the
       tax deduction, is equal to the full amount which it would otherwise have
       received.

21.3   EVIDENCE OF PAYMENT OF TAXES. Within one month after making any tax
       deduction, the Borrower concerned shall deliver to the Lender documentary
       evidence satisfactory to the Lender that the tax had been paid to the
       appropriate taxation authority.

21.4   EXCLUSION OF TAX ON OVERALL NET INCOME. In this Clause 21 "TAX DEDUCTION"
       means any deduction or withholding for or on account of any present or
       future tax except tax on the Lender's overall net income.


                                       48



21.5   APPLICATION OF MASTER AGREEMENT. For the avoidance of doubt, Clause 21
       does not apply in respect of sums due from the Borrowers to the Lender
       under or in connection with the Master Agreement as to which sums the
       provisions of Section 2(d) (Deduction or Withholding for Tax) of the
       Master Agreement shall apply.

22     ILLEGALITY, ETC

22.1   ILLEGALITY. This Clause 22 applies if the Lender notifies the Borrowers
       that it has become, or will with effect from a specified date, become:

(a)    unlawful or prohibited as a result of the introduction of a new law, an
       amendment to an existing law or a change in the manner in which an
       existing law is or will be interpreted or applied; or

(b)    contrary to, or inconsistent with, any regulation,

       for the Lender to maintain or give effect to any of its obligations under
       this Agreement in the manner contemplated by this Agreement.

22.2   NOTIFICATION AND EFFECT OF ILLEGALITY. On the Lender notifying the
       Borrowers under Clause 22.1, the Commitment shall terminate; and
       thereupon or, if later, on the date specified in the Lender's notice
       under Clause 22.1 as the date on which the notified event would become
       effective the Borrowers shall prepay the Loan in full in accordance with
       Clause 7.

22.3   MITIGATION. If circumstances arise which would result in a notification
       under Clause 22.1 then, without in any way limiting the rights of the
       Lender under Clause 22.3, the Lender shall use reasonable endeavours to
       transfer its obligations, liabilities and rights under this Agreement and
       the Finance Documents to another office or financial institution not
       affected by the circumstances but the Lender shall not be under any
       obligation to take any such action if, in its opinion, to do would or
       might:

(a)    have an adverse effect on its business, operations or financial
       condition; or

(b)    involve it in any activity which is unlawful or prohibited or any
       activity that is contrary to, or inconsistent with, any regulation; or

(c)    involve it in any expense (unless indemnified to its satisfaction) or tax
       disadvantage.

23     INCREASED COSTS

23.1   INCREASED COSTS. This Clause 23 applies if the Lender notifies the
       Borrowers that it considers that as a result of:

(a)    the introduction or alteration after the date of this Agreement of a law
       or an alteration after the date of this Agreement in the manner in which
       a law is interpreted or applied (disregarding any effect which relates to
       the application to payments under this Agreement of a tax on the Lender's
       overall net income); or

(b)    complying with any regulation (including any which relates to capital
       adequacy or liquidity controls or which affects the manner in which the
       Lender allocates capital resources to its obligations under this
       Agreement) which is introduced, or altered, or the interpretation or
       application of which is altered, after the date of this Agreement,


                                       49



       the Lender (or a parent company of it) has incurred or will incur an
       "INCREASED COST".

23.2   MEANING OF "INCREASED COST". In this Clause 23, "INCREASED COST" means:

(a)    an additional or increased cost incurred as a result of, or in connection
       with, the Lender having entered into, or being a party to, this Agreement
       or having taken an assignment of rights under this Agreement, of funding
       or maintaining the Commitment or performing its obligations under this
       Agreement, or of having outstanding all or any part of the Loan or other
       unpaid sums; or

(b)    a reduction in the amount of any payment to the Lender under this
       Agreement or in the effective return which such a payment represents to
       the Lender or on its capital;

(c)    an additional or increased cost of funding all or maintaining all or any
       of the advances comprised in a class of advances formed by or including
       the Loan or (as the case may require) the proportion of that cost
       attributable to the Loan; or

(d)    a liability to make a payment, or a return foregone, which is calculated
       by reference to any amounts received or receivable by the Lender under
       this Agreement,

       but not an item attributable to a change in the rate of tax on the
       overall net income of the Lender (or a parent company of it) or an item
       covered by the indemnity for tax in Clause 20.1 or by Clause 21.

       For the purposes of this Clause 23.2 the Lender may in good faith
       allocate or spread costs and/or losses among its assets and liabilities
       (or any class of its assets and liabilities) on such basis as it
       considers appropriate.

23.3   PAYMENT OF INCREASED COSTS. The Borrowers shall pay to the Lender, on its
       demand, the amounts which the Lender from time to time notifies the
       Borrowers that it has specified to be necessary to compensate it for the
       increased cost.

23.4   NOTICE OF PREPAYMENT. If the Borrowers are not willing to continue to
       compensate the Lender for the increased cost under Clause 23.3, the
       Borrowers may give the Lender not less than 14 days' notice of their
       intention to prepay the Loan at the end of an Interest Period.

23.5   PREPAYMENT. A notice under Clause 23.4 shall be irrevocable; and on the
       date specified in the Borrowers' notice of intended prepayment, the
       Commitment shall terminate and the Borrowers shall prepay (without
       premium or penalty) the Loan, together with accrued interest thereon at
       the applicable rate plus the applicable Margin.

23.6   APPLICATION OF PREPAYMENT. Clause 7 shall apply in relation to the
       prepayment.

24     SET-OFF

24.1   APPLICATION OF CREDIT BALANCES. The Lender may without prior notice:

(a)    apply any balance (whether or not then due) which at any time stands to
       the credit of any account in the name of a Borrower at any office in any
       country of the Lender in or towards satisfaction of any sum then due from
       that Borrower to the Lender under any of the Finance Documents; and

(b)    for that purpose:


                                       50



       (i)    break, or alter the maturity of, all or any part of a deposit of
              that Borrower;

       (ii)   convert or translate all or any part of a deposit or other credit
              balance into Dollars; and

       (iii)  enter into any other transaction or make any entry with regard to
              the credit balance which the Lender considers appropriate.

24.2   EXISTING RIGHTS UNAFFECTED. The Lender shall not be obliged to exercise
       any of its rights under Clause 24.1; and those rights shall be without
       prejudice and in addition to any right of set-off, combination of
       accounts, charge, lien or other right or remedy to which the Lender is
       entitled (whether under the general law or any document).

24.3   NO SECURITY INTEREST. This Clause 24 gives the Lender a contractual right
       of set-off only, and does not create any equitable charge or other
       Security Interest over any credit balance of the Borrower.

25     TRANSFERS AND CHANGES IN LENDING OFFICE

25.1   TRANSFER BY BORROWERS. No Borrower may, without the consent of the Lender
       transfer any of its rights or obligations under any Finance Document.

25.2   ASSIGNMENT BY LENDER. The Lender may assign all or any of the rights and
       interests which it has under or by virtue of the Finance Documents
       without the consent of any Borrower.

25.3   RIGHTS OF ASSIGNEE. In respect of any breach of a warranty, undertaking,
       condition or other provision of a Finance Document, or any
       misrepresentation made in or in connection with a Finance Document, a
       direct or indirect assignee of any of the Lender's rights or interests
       under or by virtue of the Finance Documents shall be entitled to recover
       damages by reference to the loss incurred by that assignee as a result of
       the breach or misrepresentation irrespective of whether the Lender would
       have incurred a loss of that kind or amount.

25.4   SUB-PARTICIPATION; SUBROGATION ASSIGNMENT. The Lender may sub-participate
       all or any part of its rights and/or obligations under or in connection
       with the Finance Documents without the consent of, or any notice to, any
       Borrower; and the Lender may assign, in any manner and terms agreed by
       it, all or any part of those rights to an insurer or surety who has
       become subrogated to them.

25.5   DISCLOSURE OF INFORMATION. The Lender may disclose to a potential
       assignee or sub-participant any information which the Lender has received
       in relation to any Borrower, any Security Party or their affairs under or
       in connection with any Finance Document, unless the information is
       clearly of a confidential nature.

25.6   CHANGE OF LENDING OFFICE. The Lender may change its lending office by
       giving notice to the Borrowers and the change shall become effective on
       the later of:

(a)    the date on which the Borrowers receive the notice; and

(b)    the date, if any, specified in the notice as the date on which the change
       will come into effect.

26     VARIATIONS AND WAIVERS


                                       51



26.1   VARIATIONS, WAIVERS ETC. BY LENDER. A document shall be effective to
       vary, waive, suspend or limit any provision of a Finance Document, or the
       Lender's rights or remedies under such a provision or the general law,
       only if the document is signed, or specifically agreed to by fax, by the
       Borrowers and the Lender and, if the document relates to a Finance
       Document to which a Security Party is party, by that Security Party.

26.2   EXCLUSION OF OTHER OR IMPLIED VARIATIONS. Except for a document which
       satisfies the requirements of Clause 26.1, no document, and no act,
       course of conduct, failure or neglect to act, delay or acquiescence on
       the part of the Lender (or any person acting on its behalf) shall result
       in the Lender (or any person acting on its behalf) being taken to have
       varied, waived, suspended or limited, or being precluded (permanently or
       temporarily) from enforcing, relying on or exercising:

(a)    a provision of this Agreement or another Finance Document; or

(b)    an Event of Default; or

(c)    a breach by a Borrower or a Security Party of an obligation under a
       Finance Document or the general law; or

(d)    any right or remedy conferred by any Finance Document or by the general
       law;

       and there shall not be implied into any Finance Document any term or
       condition requiring any such provision to be enforced, or such right or
       remedy to be exercised, within a certain or reasonable time.

27     NOTICES

27.1   GENERAL. Unless otherwise specifically provided, any notice under or in
       connection with any Finance Document shall be given by letter or fax; and
       references in the Finance Documents to written notices, notices in
       writing and notices signed by particular persons shall be construed
       accordingly.

27.2   ADDRESSES FOR COMMUNICATIONS. A notice shall be sent:

(a)    to a Borrower: 331 Kiffisias Avenue
                      Kiffisia 145 61
                      Greece

                      Fax No: +30 210 625 2817

(b)    to the Lender: DnB NOR Bank ASA
                      20 St. Dunstan's Hill
                      London
                      EC3R 8HY
                      England

                      Fax No: +44 207 626 5956
                      Attn: Shipping Department

       or to such other address as the relevant party may notify the other.

27.3   EFFECTIVE DATE OF NOTICES. Subject to Clauses 27.4 and 27.5:


                                       52



(a)    a notice which is delivered personally or posted shall be deemed to be
       served, and shall take effect, at the time when it is delivered; and

(b)    a notice which is sent by fax shall be deemed to be served, and shall
       take effect, 2 hours after its transmission is completed.

27.4   SERVICE OUTSIDE BUSINESS HOURS. However, if under Clause 27.3 a notice
       would be deemed to be served:

(a)    on a day which is not a business day in the place of receipt; or

(b)    on such a business day, but after 5 p.m. local time,

       the notice shall (subject to Clause 27.5) be deemed to be served, and
       shall take effect, at 9 a.m. on the next day which is such a business
       day.

27.5   ILLEGIBLE NOTICES. Clauses 27.3 and 27.4 do not apply if the recipient of
       a notice notifies the sender within 1 hour after the time at which the
       notice would otherwise be deemed to be served that the notice has been
       received in a form which is illegible in a material respect.

27.6   ENGLISH LANGUAGE. Any notice under or in connection with a Finance
       Document shall be in English.

27.7   VALID NOTICES. A notice under or in connection with a Finance Document
       shall not be invalid by reason that its contents or the manner of serving
       it do not comply with the requirements of this Agreement or, where
       appropriate, any other Finance Document under which it is served if:

(a)    the failure to serve it in accordance with the requirements of this
       Agreement or other Finance Document, as the case may be, has not caused
       any party to suffer any significant loss or prejudice; or

(b)    in the case of incorrect and/or incomplete contents, it should have been
       reasonably clear to the party on which the notice was served what the
       correct or missing particulars should have been.

27.8   MEANING OF "NOTICE". In this Clause 28 "NOTICE" includes any demand,
       consent, authorisation, approval, instruction, waiver or other
       communication.

28     JOINT AND SEVERAL LIABILITY

28.1   GENERAL. All liabilities and obligations of the Borrowers under this
       Agreement shall, whether expressed to be so or not, be several and, if
       and to the extent consistent with Clause 28.2, joint.

28.2   NO IMPAIRMENT OF BORROWER'S OBLIGATIONS. The liabilities and obligations
       of a Borrower shall not be impaired by:

(a)    this Agreement being or later becoming void, unenforceable or illegal as
       regards the other Borrower;

(b)    the Lender entering into any rescheduling, refinancing or other
       arrangement of any kind with the other Borrower;


                                       53



(c)    the Lender releasing the other Borrower or any Security Interest created
       by a Finance Document; or

(d)    any combination of the foregoing.

28.3   PRINCIPAL DEBTORS. Each Borrower declares that it is and will, throughout
       the Security Period, remain a principal debtor for all amounts owing
       under this Agreement and the Finance Documents and no Borrower shall in
       any circumstances be construed to be a surety for the obligations of the
       other Borrower under this Agreement.

28.4   SUBORDINATION. Subject to Clause 28.5, during the Security Period, no
       Borrower shall:

(a)    claim any amount which may be due to it from the other Borrower whether
       in respect of a payment made, or matter arising out of, this Agreement or
       any Finance Document, or any matter unconnected with this Agreement or
       any Finance Document; or

(b)    take or enforce any form of security from the other Borrower for such an
       amount, or in any other way seek to have recourse in respect of such an
       amount against any asset of the other Borrower; or

(c)    set off such an amount against any sum due from it to the other Borrower;
       or

(d)    prove or claim for such an amount in any liquidation, administration,
       arrangement or similar procedure involving the other Borrower or other
       Security Party; or

(e)    exercise or assert any combination of the foregoing.

28.5   BORROWER'S REQUIRED ACTION. If during the Security Period, the Lender, by
       notice to a Borrower, requires it to take any action referred to in
       paragraphs (a) to (d) of Clause 28.4, in relation to the other Borrower,
       that Borrower shall take that action as soon as practicable after
       receiving the Lender's notice.

29     SUPPLEMENTAL

29.1   RIGHTS CUMULATIVE, NON-EXCLUSIVE. The rights and remedies which the
       Finance Documents give to the Lender are:

(a)    cumulative;

(b)    may be exercised as often as appears expedient; and

(c)    shall not, unless a Finance Document explicitly and specifically states
       so, be taken to exclude or limit any right or remedy conferred by any
       law.

29.2   SEVERABILITY OF PROVISIONS. If any provision of a Finance Document is or
       subsequently becomes void, unenforceable or illegal, that shall not
       affect the validity, enforceability or legality of the other provisions
       of that Finance Document or of the provisions of any other Finance
       Document.

29.3   COUNTERPARTS. A Finance Document may be executed in any number of
       counterparts.

29.4   THIRD PARTY RIGHTS. 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.


                                       54



30     LAW AND JURISDICTION

30.1   ENGLISH LAW. This Agreement shall be governed by, and construed in
       accordance with, English law.

30.2   EXCLUSIVE ENGLISH JURISDICTION. Subject to Clause 30.3, the courts of
       England shall have exclusive jurisdiction to settle any disputes which
       may arise out of or in connection with this Agreement.

30.3   CHOICE OF FORUM FOR THE EXCLUSIVE BENEFIT OF THE LENDER. Clause 30.2 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. No Borrower shall commence any
       proceedings in any country other than England in relation to a matter
       which arises out of or in connection with this Agreement.

30.4   PROCESS AGENT. Each Borrower irrevocably appoints Richards Butler at its
       registered office for the time being, presently at Beaufort House, 15 St.
       Botolph Street, London EC3A 7EE, England, 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.

30.5   LENDER'S RIGHTS UNAFFECTED. Nothing in this Clause 30 shall exclude or
       limit any right which the Lender may have (whether under the law of any
       country, an international convention or otherwise) with regard to the
       bringing of proceedings, the service of process, the recognition or
       enforcement of a judgment or any similar or related matter in any
       jurisdiction.

30.6   MEANING OF "PROCEEDINGS". In this Clause 30, "PROCEEDINGS" means
       proceedings of any kind, including an application for a provisional or
       protective measure.

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.


                                       55



                                   SCHEDULE 1

                                 DRAWDOWN NOTICE

To: DnB NOR Bank ASA
    20 St. Dunstan's Hill
    London
    EC3R 8HY
    England

Attention: Client Services

                                                                            2005

                                 DRAWDOWN NOTICE

We refer to the loan agreement (the "LOAN AGREEMENT") dated [_] December 2005
and made between us, as Borrowers, and you, as Lender, in connection with a
facility of up to US$50,000,000. Terms defined in the Loan Agreement have their
defined meanings when used in this Drawdown Notice.

1      We request to borrow [Tranche A]/[an Advance under Tranche B in relation
       to "[_]"] as follows:

(a)    Amount: US$[_];

(b)    Drawdown Date: [_];

(c)    Duration of the first Interest Period shall be [_] months;

(d)    Payment instructions : account in our name and numbered [_] with [_] of
       [_].

2      We represent and warrant that:

(a)    the representations and warranties in Clause 9 of the Loan Agreement
       would remain true and not misleading if repeated on the date of this
       notice with reference to the circumstances now existing;

(b)    no Event of Default or Potential Event of Default has occurred or will
       result from the borrowing of the Loan.

3      This notice cannot be revoked without the prior consent of the Lender.


                               [Name of Signatory]
                      -------------------------------------
                                    Director
                              for and on behalf of
                               EMPIRE SPIRIT LTD.
                             INDEPENDENT TRADER LTD.
                                 TRIATHLON INC.
                                SOLEIL TRUST INC.
                          JUNGLE INVESTMENT LIMITED AND
                         NORTHERN YIELD SHIPPING LIMITED


                                       56



                                   SCHEDULE 2

                          CONDITION PRECEDENT DOCUMENTS

                                     PART A

The following are the documents referred to in Clause 8.1(a).

1      A duly executed original of each Finance Document (and of each document
       required to be delivered by each Finance Document) other than those
       referred to in Part B, Part C or Part D.

2      Copies of the constitutional documents of each Borrower and each Security
       Party).

3      Copies of resolutions of the shareholders and directors of each Borrower
       and each Security Party authorising the execution of each of the Finance
       Documents to which that Borrower or that Security Party is a party and,
       in the case of a Borrower, authorising named officers to give the
       Drawdown Notices and other notices under this Agreement.

4      The original of any power of attorney under which any Finance Document is
       executed on behalf of the Borrower or a Security Party.

5      Copies of all consents which any Borrower or any Security Party requires
       to enter into, or make any payment under, any Finance Document.

6      The originals of any mandates or other documents required in connection
       with the opening or operation of the Earnings Accounts and the Retention
       Account and all other information required by the Lender in relation to
       its "know your customer" regulations (whether in connection with the
       opening of the Earnings Accounts, the Retention Account or otherwise).

7      Copies of the MOAs, the Gas Oracle Charter, each Bareboat Charter and all
       addenda thereto and of all documents signed or issued by the Borrowers or
       other parties thereto under or in connection with any of them.

8      Documentary evidence that the agent for service of process named in
       Clause 30 has accepted its appointment.

9      If the Lender so requires, in respect of any of the documents referred to
       above, a certified English translation prepared by a translator approved
       by the Lender.


                                       57



                                     PART B

In this Part B of Schedule 2, "RELEVANT SHIP" means (a) in the case of Tranche
A, each of "SWEET DREAM" and "GAS ORACLE" and (b) in the case of any Advance
under Tranche B, the Ship which is to be refinanced by the Advance being drawn
down on the relevant Drawdown Date.

The following are the documents referred to in Clause 8.1(b).

1      A duly executed original of the Mortgage, the General Assignment and, if
       applicable, the Deed of Covenant (and of each document to be delivered by
       each of them) relating to the Relevant Ship.

2      Documentary evidence that:

(a)    the Relevant Ship is definitively and permanently or provisionally
       registered in the name of the relevant Borrower under the relevant flag
       as specified in Clause 13.2;

(b)    the Relevant Ship is in the absolute and unencumbered ownership of the
       relevant Borrower save as contemplated by the Finance Documents;

(c)    the Relevant Ship maintains the class as set out in Clause 13.3(b) with
       the relevant Classification Society free of all overdue recommendations
       and conditions of such Classification Society;

(d)    the Mortgage relating to the Relevant Ship has been duly registered
       against that Ship as a valid first preferred or priority (as the case may
       be) ship mortgage in accordance with the laws of the relevant flag state;
       and

(e)    the Relevant Ship is insured in accordance with the provisions of this
       Agreement and all requirements therein in respect of insurances have been
       complied with.

3      Documents establishing that the Relevant Ship will, as from the relevant
       Drawdown Date, be managed by the applicable Approved Manager on terms
       acceptable to the Lender, together with:

(a)    a letter of undertaking executed by the Approved Manager in favour of the
       Lender in the terms required by the Lender agreeing certain matters in
       relation to the management of the Relevant Ship and subordinating the
       rights of the Approved Manager against the relevant Borrower to the
       rights of the Lender under the Finance Documents; and

(b)    copies of the Approved Manager's Document of Compliance and of the
       Relevant Ship's Safety Management Certificate (together with any other
       details of the applicable safety management system which the Lender
       requires).

4      Satisfactory valuations of the Relevant Ship addressed to the Lender,
       stated to be for the purposes of this Agreement and dated not earlier
       than 30 days before the Drawdown Date for the Tranche or Advance relevant
       to that Ship, to be prepared in accordance with the provisions of Clause
       14.3 by 2 of the shipbrokers referred to in Clause 14.3 by 2 of the
       shipbrokers referred to in Clause 14.3.

5      Favourable legal opinions from lawyers appointed by the Lender on such
       matters concerning the laws of the Bahamas, Panama, the Marshall Islands,
       Cyprus, Malta and such other relevant jurisdiction as the Lender may
       require.


                                       58



                                     PART C

In this Part C of Schedule 2, "RELEVANT SHIP" means the Ship to be refinanced by
the Tranche or Advance being drawn down on the relevant Drawdown Date.

The following are the documents referred to in Clause 8.1(c).

1      If the Relevant Ship is "SWEET DREAM":

(a)    a duly executed original of the Sweet Dream Bareboat Charter Assignment
       (and of each document to be delivered pursuant thereto); and

(b)    documentary evidence that such Ship continues to operate under the Sweet
       Dream Bareboat Charter.

2      If the Relevant Ship is "GAS MARATHON":

(a)    documentary evidence that "GAS MARATHON" has been unconditionally
       delivered by Triathlon to, and accepted by, the Gas Marathon Bareboat
       Charterer for operation under the Gas Marathon Bareboat Charter;

(c)    a duly executed original of the Gas Marathon Tripartite Deed (and of each
       document to be delivered pursuant thereto);

(d)    copies of the constitutional documents of the Gas Marathon Bareboat
       Charterer;

(e)    copies of resolutions of the directors of the Gas Marathon Bareboat
       Charterer authorising the execution of the Gas Marathon Tripartite
       Agreement; and

(f)    the original power of attorney under which the Gas Marathon Tripartite
       Agreement is executed on behalf of the Gas Marathon Bareboat Charterer.

4      Favourable legal opinions from lawyers appointed by the Lender on such
       matters concerning the laws of Bermuda and such other relevant
       jurisdiction as the Lender may require.

                                     PART D

The following are the documents referred to in Clause 8.1(d).

1      A duly executed original of the Gas Oracle Charter Assignment (and of
       each document to be delivered pursuant thereto).

2      A copy of the Gas Oracle Charter and any addenda thereto.

Each copy document delivered under this Schedule shall be certified as a true
and up to date copy by a director or the secretary (or equivalent officer) of a
Borrower.


                                       59



                                   SCHEDULE 3

                             COMPLIANCE CERTIFICATE

We, [_] and [_], being directors of Empire Spirit Ltd., Independent Trader Ltd.,
Triathlon Inc., Soleil Trust Inc., Jungle Investment Limited and Northern Yield
Shipping Limited respectively (such companies together being the "BORROWERS"),
hereby confirm that at the date of this certificate:

(a)    each Borrower is in compliance with (i) the covenants specified in the
       loan agreement dated [_] November 2005 and made between (i) the Borrowers
       and (ii) DnB NOR Bank ASA (the "LOAN AGREEMENT") and (ii) the covenants
       specified in each Security Document (as defined in the Loan Agreement) to
       which a Borrower is a party; and

(b)    [no Event of Default or Potential Event of Default has occurred]/[no
       Event of Default or Potential Event has occurred other than [_]].


------------------------------------   -----------------------------------------
Director                               Director
for and on behalf of                   for and on behalf of
EMPIRE SPIRIT LTD.                     INDEPENDENT TRADER LTD.


------------------------------------   -----------------------------------------
Director                               Director
for and on behalf of                   for and on behalf of
TRIATHLON INC.                         SOLEIL TRUST INC.


------------------------------------   -----------------------------------------
Director                               Director
for and on behalf of                   for and on behalf of
JUNGLE INVESTMENT LIMITED              NORTHERN YIELD SHIPPING LIMITED


                                       60



                                 EXECUTION PAGE

BORROWERS


SIGNED by P. Vetsikas                ) /s/Panteus Vetsikas
for and on behalf of                 ) -----------------------------------------
EMPIRE SPIRIT LTD.                   )


SIGNED by P. Vetsikas                ) /s/Panteus Vetsikas
for and on behalf of                 ) -----------------------------------------
INDEPENDENT TRADER LTD.              )


SIGNED by P. Vetsikas                ) /s/Panteus Vetsikas
for and on behalf of                 ) -----------------------------------------
TRIATHLON INC.                       )


SIGNED by P. Vetsikas                ) /s/Panteus Vetsikas
for and on behalf of                 ) -----------------------------------------
SOLEIL TRUST INC.                    )


SIGNED by P. Vetsikas                ) /s/Panteus Vetsikas
for and on behalf of                 ) -----------------------------------------
JUNGLE INVESTMENT LIMITED            )


SIGNED by P. Vetsikas                ) /s/Panteus Vetsikas
for and on behalf of                 ) -----------------------------------------
NORTHERN YIELD                       )
SHIPPING LIMITED                     )

LENDER


SIGNED by Maria Chrysallayarpide     ) /s/Maria Chrysallayarpide
for and on behalf of                 ) -----------------------------------------
DNB NOR BANK ASA                     )


                                       61




Witness to all                       ) /s/George Paleokrassas
the above signatures:                ) -----------------------------------------

Name: George Paleokrassas
      Solicitor

Address: Waston, Farley & Williams
         2 Defteras Merarchias
         Piraeus 185 36 - Greece


                                       62