Private & Confidential

                                 LOAN AGREEMENT
                               FOR A LOAN OF UP TO
                                  US$19,500,000
                                       TO
                      STAR MARITIME ENTERPRISES CORPORATION

                                   PROVIDED BY
                                 HSH NORDBANK AG

                                                              [NORTON ROSE LOGO]



                                    CONTENTS

CLAUSE                                                                      PAGE
------                                                                      ----
1    Purpose and definitions................................................   1

2    The Commitment and the Loan............................................   9

3    Interest and Interest Periods..........................................  10

4    Repayment and prepayment...............................................  12

5    Commitment commission, fees and expenses...............................  13

6    Payments and taxes; accounts and calculations..........................  14

7    Representations and warranties.........................................  15

8    Undertakings...........................................................  19

9    Conditions.............................................................  26

10   Events of Default......................................................  27

11   Indemnities............................................................  31

12   Unlawfulness and increased costs.......................................  32

13   Security and set-off...................................................  33

14   Accounts...............................................................  34

15   Assignment, transfer and lending office................................  35

16   Notices and other matters..............................................  36

17   Governing law and jurisdiction.........................................  37

Schedule 1 Form of Drawdown Notice..........................................  39

Schedule 2 Documents and evidence required as conditions precedent to the
           Loan being made..................................................  40

Schedule 3 Form of Corporate Guarantee......................................  44

Schedule 4 Form of Mortgage.................................................  45

Schedule 5 Form of General Assignment.......................................  46

Schedule 6 Form of Manager's Undertaking....................................  47



THIS AGREEMENT is dated 30 November 2006 and made BETWEEN:

(1)       STAR MARITIME ENTERPRISES CORPORATION as Borrower; and

(2)       HSH NORDBANK AG as Bank.

IT IS AGREED as follows:

1         PURPOSE AND DEFINITIONS

1.1       PURPOSE

          This Agreement sets out the terms and conditions upon and subject to
          which the Bank agrees to make available to the Borrower a loan of up
          to Nineteen million five hundred thousand Dollars ($19,500,000) to be
          used for the purpose of (a) financing part of the cost of the purchase
          of the Ship and (b) providing the Borrower with working capital.

1.2       DEFINITIONS

          In this Agreement, unless the context otherwise requires:

          "ACCOUNTS" means, together, the Operating Account and the Retention
          Account and "ACCOUNT" means either of them;

          "ACCOUNT PLEDGES" means, together, the Operating Account Pledge and
          the Retention Account Pledge and "ACCOUNT PLEDGE" means either of
          them;

          "ANEMOS" means Anemos Maritime Holdings Inc. of Trust Company Complex,
          Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and
          includes its successors in title;

          "APPROVED BROKER" means each of Astrup Fearnley A/S of Oslo, Norway, H
          Clarkson & Company Ltd. of London, England and Simpson Spence & Young
          Ltd. of London, England and any other shipbrokers nominated by the
          Bank from time to time and includes their respective successors in
          title and "APPROVED BROKERS" means any or all of them;

          "ASSIGNEE" has the meaning ascribed thereto in clause 15.3;

          "AUDITORS" means the auditors for the time being of the Group being
          PricewaterhouseCoopers or such other firm of auditors approved in
          advance by the Bank (such approval not to be unreasonably withheld or
          delayed).

          "BALLOON INSTALMENT" has the meaning ascribed thereto in clause 4.1;

          "BANK" means HSH Nordbank AG whose registered office is at
          Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Federal Republic of Germany
          (or of such other address as may last have been notified to the
          Borrower pursuant to clause 15.6) and includes its successors in
          title, Assignees or Transferees;

          "BANKING DAY" means a day on which dealings in deposits in Dollars are
          carried on in the London Interbank Market and (other than Saturday or
          Sunday) on which banks are open for business in Athens, Hamburg,
          London and New York City (or any other relevant place of payment under
          clause 6);

          "BORROWED MONEY" means Indebtedness incurred in respect of (i) money
          borrowed or raised and debit balances at banks, (ii) any bond, note,
          loan stock, debenture or similar debt instrument, (iii) acceptance or
          documentary credit facilities, (iv) receivables sold or discounted
          (otherwise than on a non-recourse basis), (v) deferred payments for
          assets or services acquired, (vi) leases and hire purchase contracts,
          (vii) swaps, forward exchange contracts, futures and other
          derivatives, (viii) any other transaction (including without
          limitation forward sale or


                                       1



          purchase agreements) having the commercial effect of a borrowing or
          raising of money or of any of (ii) to (vii) above and (ix) guarantees
          in respect of Indebtedness of any person falling within any of (i) to
          (vii) above;

          "BORROWER" means Star Maritime Enterprises Corporation of Trust
          Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
          Islands MH96960 and includes its successors in title;

          "BORROWER'S SECURITY DOCUMENTS" means, at any relevant time, such of
          the Security Documents as shall have been executed by the Borrower at
          such time;

          "CHARTER" means the "NYPE 1946 Form" time charter to be made between
          the Borrower and the Charterer in respect of the charter of the Ship
          by the Charterer, such charter to be in form and substance acceptable
          to the Bank in its sole discretion;

          "CHARTERER" means Deiulemar Compagnia de Navigazione Spa of Italy and
          includes its successors in title;

          "CHARTER ASSIGNMENT" means an assignment of any charterparty or other
          employment contract in respect of the Ship executed or (as the context
          may require) to be executed by the Borrower in favour of the Bank
          pursuant to clause 8.1.14, in such form as the Bank may require in its
          sole discretion;

          "CLASSIFICATION" means "NS* (Bulk Carrier, Strengthened for Heavy
          Cargies Nos. 2, 4 & 6 Holds may be empty) (ESP), MNS*" or such other
          classification as the Bank shall, at the request of the Borrower, have
          agreed in writing shall be treated as the Classification for the
          purposes of the Security Documents;

          "CLASSIFICATION SOCIETY" means Nippon Kaiji Kyokai or such other
          classification society which the Bank shall, at the request of the
          Borrower, have agreed in writing shall be treated as the
          Classification Society for the purposes of the Security Documents;

          "CODE" means the International Management Code for the Safe Operation
          of Ships and for Pollution Prevention constituted pursuant to
          Resolution A.741(18) of the International Maritime Organisation and
          incorporated into the International Convention for the Safety of Life
          at Sea 1974 (as amended) and includes any amendments or extensions
          thereto and any regulation issued pursuant thereto;

          "COMMITMENT" means the amount which the Bank has agreed to lend to the
          Borrower under clause 2.1 as reduced by any relevant term of this
          Agreement;

          "COMPULSORY ACQUISITION" means requisition for title or other
          compulsory acquisition, requisition, appropriation, expropriation,
          deprivation, forfeiture or confiscation for any reason of the Ship by
          any Government Entity or other competent authority, whether de jure or
          de facto, but shall exclude requisition for use or hire not involving
          requisition of title;

          "CONSOLIDATION DATE" means the date falling on the earlier of (i) the
          Hyperion Delivery Date and (ii) the date falling four (4) months after
          the Drawdown Date;

          "CONTRACT" means the memorandum of agreement dated 11 August 2006 and
          addendum no. 1 thereto dated 24 October 2006 as may be further amended
          and supplemented from time to time with the prior written consent of
          the Bank, made between the Seller and the Borrower relating to the
          sale by the Seller, and the purchase by the Borrower, of the Ship;

          "CONTRACT PRICE" means the purchase price payable by the Borrower to
          the Seller for the Ship in accordance with the Contract, being the sum
          of Nineteen million four hundred seventy seven thousand two hundred
          and sixty Dollars and twenty seven cents ($19,477,260.27) or such
          other sum as is determined in accordance with the terms and conditions
          of the Contract to be the purchase price for the Ship thereunder;


                                       2



          "CORPORATE GUARANTEE" means the corporate guarantee executed or (as
          the context may require) to be executed by the Corporate Guarantor in
          favour of the Bank in the form or substantially the form set out in
          schedule 3;

          "CORPORATE GUARANTOR" means Navios Maritime Holdings Inc. of Trust
          Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
          Islands MH96960 and includes its successors in title;

          "DEFAULT" means any Event of Default or any event or circumstance
          which with the giving of notice or lapse of time or the satisfaction
          of any other condition (or any combination thereof) would constitute
          an Event of Default;

          "DELIVERY" means the delivery of the Ship by the Seller to the
          Borrower, and the acceptance of the Ship by the Borrower, pursuant to
          the Contract;

          "DELIVERY DATE" means the date upon which Delivery occurs;

          "DOC" means a document of compliance issued to an Operator in
          accordance with rule 13 of the Code;

          "DOLLARS" and "$" mean the lawful currency of the United States of
          America and in respect of all payments to be made under any of the
          Security Documents mean funds which are for same day settlement in the
          New York Clearing House Interbank Payments System (or such other U.S.
          dollar funds as may at the relevant time be customary for the
          settlement of international banking transactions denominated in U.S.
          dollars);

          "DRAWDOWN DATE" means the date, being a Banking Day falling not later
          than the Termination Date, on which the Loan is, or is to be, drawn
          down;

          "DRAWDOWN NOTICE" means a notice substantially in the form of schedule
          1;

          "ENCUMBRANCE" means any mortgage, charge (whether fixed or floating),
          pledge, lien, hypothecation, assignment, trust arrangement or security
          interest or other encumbrance of any kind securing any obligation of
          any person or any type of preferential arrangement (including without
          limitation title transfer and/or retention arrangements having a
          similar effect);

          "ENVIRONMENTAL AFFILIATE" means any agent or employee of the Borrower
          or any other Relevant Party or any person having a contractual
          relationship with the Borrower or any other Relevant Party in
          connection with any Relevant Ship or its operation or the carriage of
          cargo and/or passengers thereon and/or the provision of goods and/or
          services on or from any Relevant Ship;

          "ENVIRONMENTAL APPROVAL" means any consent, authorisation, licence or
          approval of any governmental or public body or authorities or courts
          applicable to any Relevant Ship or its operation or the carriage of
          cargo and/or passengers thereon and/or the provision of goods and/or
          services on or from any Relevant Ship required under any Environmental
          Law;

          "ENVIRONMENTAL CLAIM" means any and all enforcement, clean-up, removal
          or other governmental or regulatory actions or orders instituted or
          completed pursuant to any Environmental Law or any Environmental
          Approval together with claims made by any third party relating to
          damage, contribution, loss or injury, resulting from any actual or
          threatened emission, spill, release or discharge of a Material of
          Environmental Concern from any Relevant Ship;

          "ENVIRONMENTAL LAWS" means all national, international and state laws,
          rules, regulations, treaties and conventions applicable to any
          Relevant Ship pertaining to the pollution or protection of human
          health or the environment including, without limitation, the carriage
          of Materials of Environmental Concern and actual or threatened
          emissions, spills, releases or discharges of Materials of
          Environmental Concern;

          "EVENT OF DEFAULT" means any of the events or circumstances described
          in clause 10.1;


                                       3



          "EXISTING LOAN AGREEMENT" means the facilities agreement dated 21
          December 2005 and made between (1) the Corporate Guarantor, as
          borrower, (2) the financial institutions listed in Part II of Schedule
          1 thereto, as lenders and (3) the Bank in its capacity as agent,
          security agent, hedge counterparty and mandated lead arranger, in
          respect of facilities of (originally) up to $649,000,000;

          "FLAG STATE" means the Republic of Panama or such other state or
          territory designated in writing by the Bank, at the request of the
          Borrower, as being the "FLAG STATE" of the Ship for the purposes of
          the Security Documents;

          "GENERAL ASSIGNMENT" means the first priority general assignment
          collateral to the Mortgage executed or (as the context may require) to
          be executed by the Borrower in favour of the Bank in the form or
          substantially the form set out in schedule 5;

          "GOVERNMENT ENTITY" means and includes (whether having a distinct
          legal personality or not) any national or local government authority,
          board, commission, department, division, organ, instrumentality, court
          or agency and any association, organisation or institution of which
          any of the foregoing is a member or to whose jurisdiction any of the
          foregoing is subject or in whose activities any of the foregoing is a
          participant;

          "GROUP" means the Corporate Guarantor and each of its Subsidiaries
          from time to time during the term of this Agreement (which for the
          avoidance of doubt include the Borrower) and "MEMBER OF THE GROUP"
          shall be construed accordingly;

          "HYPERION" means the motor vessel Navios Hyperion, a 2004-built,
          (approximately) 75,500 dwt bulk carrier, owned on the date of this
          Agreement by the Hyperion Seller and registered under the laws and
          flag of the Flag State with IMO Number 9260627;

          "HYPERION BUYER" means any member of the Group which shall become the
          registered owner of Hyperion after the date of this Agreement and
          includes its successors in title;

          "HYPERION CONTRACT" means the memorandum of agreement to be made
          between the Hyperion Seller and the Hyperion Buyer relating to the
          sale by the Hyperion Seller, and the purchase by the Hyperion Buyer,
          of Hyperion;

          "HYPERION DELIVERY" means the delivery of Hyperion by the Hyperion
          Seller to the Hyperion Buyer, and the acceptance of Hyperion by the
          Hyperion Buyer, pursuant to the Hyperion Contract;

          "HYPERION DELIVERY DATE" means the date upon which the Hyperion
          Delivery occurs;

          "HYPERION SELLER" means the registered owner of Hyperion on the date
          of this Agreement and includes its successors in title;

          "INDEBTEDNESS" means any obligation for the payment or repayment of
          money, whether as principal or as surety and whether present or
          future, actual or contingent;

          "INTEREST PAYMENT DATE" means the last day of an Interest Period;

          "INTEREST PERIOD" means each period for the calculation of interest in
          respect of the Loan ascertained in accordance with clauses 3.2 and
          3.3;

          "ISPS CODE" means the International Ship and Port facility Security
          Code constituted pursuant to resolution A.924(22) of the International
          Maritime Organization now set out in Chapter XI-2 of the International
          Convention for the Safety of Life at Sea 1974 (as amended) as adopted
          by a Diplomatic Conference of the International Maritime Organisation
          on Maritime Security in December 2002 and includes any amendments or
          extensions thereto and any regulation issued pursuant thereto;


                                       4



          "ISSC" means an International Ship Security Certificate issued in
          respect of the Ship pursuant to the ISPS Code;

          "LIBOR" means in relation to a particular period:

          (a)  the rate per annum for deposits of dollars for a period
               equivalent to such period at 11:00 am on the Quotation Day for
               such period as displayed on Reuters BBA page LIBOR01 (and, for
               the purposes of this Agreement, "REUTERS BBA PAGE LIBOR01" means
               the display designated as "Reuters BBA page LIBOR01" on the
               Reuters Screen or such other page as may replace "Reuters BBA
               page LIBOR01" on the Reuters Screen for the purpose of displaying
               rates comparable to that rate or on such other service as may be
               nominated by the British Bankers' Association for the purpose of
               displaying BBA Interest Settlement Rates (as defined in the
               British Bankers' Association's Recommended Terms and Conditions
               ("BBAIRS" terms) dated August, 1996) for dollars); or

          (b)  for any period over twelve (12) months or if on such date no such
               rate is displayed, LIBOR for such period shall be the rate per
               annum (rounded upward if necessary to the nearest one sixteenth
               (1/16th) of one per cent) quoted by the Bank as the Bank's
               offered rate for deposits in dollars in an amount comparable with
               the amount in relation to which LIBOR is to be determined and for
               a period equal to the relevant period to prime banks in the
               London interbank market at or about 11:00 am on the Quotation Day
               for such period;

          "LOAN" means the principal amount borrowed by the Borrower on the
          Drawdown Date or (as the context may require) the principal amount
          owing to the Bank under this Agreement at any relevant time;

          "MANAGEMENT AGREEMENT" means the management agreement dated _______
          December 2006 made between the Borrower and the Manager in respect of
          the Ship or any other agreement previously approved in writing by the
          Bank between the Borrower and the Manager providing for the Manager to
          manage the Ship;

          "MANAGER" means Navios ShipManagement Inc. of Trust Company Complex,
          Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or
          any other person appointed by the Borrower, with the prior written
          consent of the Bank, as the manager of the Ship, and includes its
          successors in title;

          "MANAGER'S UNDERTAKING" means the first priority manager's undertaking
          and assignment executed or (as the context may require) to be executed
          by the Manager in favour of the Bank in the form or substantially the
          form set out in schedule 6;

          "MARGIN" means one point fifty per cent (1.50%) per annum;

          "MATERIAL OF ENVIRONMENTAL CONCERN" means and includes pollutants,
          contaminants, toxic substances, oil as defined in the United States
          Oil Pollution Act of 1990 and all hazardous substances as defined in
          the United States Comprehensive Environmental Response, Compensation
          and Liability Act 1980;

          "MONTH" means a period beginning in one calendar month and ending in
          the next calendar month on the day numerically corresponding to the
          day of the calendar month on which it started, provided that (i) if
          the period started on the last Banking Day in a calendar month or if
          there is no such numerically corresponding day, it shall end on the
          last Banking Day in such next calendar month and (ii) if such
          numerically corresponding day is not a Banking Day, the period shall
          end on the next following Banking Day in the same calendar month but
          if there is no such Banking Day it shall end on the preceding Banking
          Day and "MONTHS" and "MONTHLY" shall be construed accordingly;

          "MORTGAGE" means the first preferred Panamanian mortgage of the Ship
          executed or (as the context may require) to be executed by the
          Borrower in favour of the Bank in the form or substantially the form
          set out in schedule 4;


                                       5



          "NAVIOS CORPORATION" means Navios Corporation of Trust Company
          Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
          MH96960 and includes its successors in title;

          "OPERATING ACCOUNT" means the interest bearing Dollar account of the
          Borrower opened or (as the context may require to be opened) by the
          Borrower with the Bank and includes any sub-accounts thereof and any
          other account designated in writing by the Bank to be an Operating
          Account for the purposes of this Agreement;

          "OPERATING ACCOUNT PLEDGE" means a first priority pledge of the
          Operating Account executed or (as the context may require) to be
          executed by the Borrower in favour of the Bank in such form as the
          Bank may in it sole discretion require;

          "OPERATOR" means any person who is from time to time during the
          Security Period concerned in the operation of the Ship and falls
          within the definition of "Company" set out in rule 1.1.2 of the Code;

          "PERMITTED ENCUMBRANCE" means any Encumbrance in favour of the Bank
          created pursuant to the Security Documents, any Encumbrance in favour
          of the Bank created pursuant to the Existing Loan Agreement and
          Permitted Liens;

          "PERMITTED LIENS" means any lien on the Ship for master's, officer's
          or crew's wages outstanding in the ordinary course of trading, any
          lien for salvage and any ship repairer's or outfitter's possessory
          lien, in each case for a sum not (except with the prior written
          consent of the Bank) exceeding the Casualty Amount (as defined in the
          Ship Security Documents);

          "QUOTATION DAY" means, in relation to any period for which an interest
          rate is to be determined two (2) Banking Days before the first day of
          that period, unless market practice differs in the London Interbank
          Market, in which case the Quotation Day will be determined by the Bank
          in accordance with market practice in the London Interbank Market (and
          if quotations would normally be given by leading banks in the London
          Interbank Market on more than one day, the Quotation Day will be the
          last of those days);

          "REGISTRY" means such registrar, commissioner or representative of the
          Flag State who is duly authorised and empowered to register the Ship,
          the Borrower's title to the Ship and the Mortgage under the laws and
          flag of the Flag State;

          "RELATED COMPANY" of a person means any Subsidiary of such person, any
          company or other entity of which such person is a Subsidiary and any
          Subsidiary of any such company or entity;

          "RELEVANT JURISDICTION" means any jurisdiction in which or where any
          Security Party is incorporated, resident, domiciled, has a permanent
          establishment, carries on, or has a place of business or is otherwise
          effectively connected;

          "RELEVANT PARTY" means the Borrower, the Borrower's Related Companies,
          any other Security Party or any Security Party's Related Companies;

          "RELEVANT SHIP" means the Ship and any other vessel owned, operated,
          managed or crewed by any member of the Group;

          "REPAYMENT DATES" means, subject to clause 6.3, 31 March 2007 and each
          of the dates falling at three (3) monthly intervals thereafter up to
          and including the date falling on the earlier of (i) one hundred and
          eight (108) months after the Drawdown Date and (ii) 31 December 2015;

          "RETENTION ACCOUNT" means a Dollar account of the Borrower opened or
          (as the context may require) to be opened by the Borrower with the
          Bank and includes any sub-accounts thereof and any other account
          designated in writing by the Bank to be a Retention Account for the
          purposes of this Agreement;


                                       6



          "RETENTION ACCOUNT PLEDGE" means a first priority pledge of the
          Retention Account executed or (as the context may require) to be
          executed by the Borrower in favour of the Bank, in such form as the
          Bank may in it sole discretion require;

          "RETENTION AMOUNT" means, in relation to any Retention Date, such sum
          as shall be the aggregate of:

          (a)  one-third (1/3rd) of the repayment instalment falling due for
               payment pursuant to clause 4.1 (as the same may have been reduced
               by any prepayment) on the next Repayment Date after the relevant
               Retention Date; and

          (b)  the applicable fraction (as hereinafter defined) of the aggregate
               amount of interest falling due for payment in respect of each
               part of the Loan during and at the end of each Interest Period
               current at the relevant Retention Date and, for this purpose, the
               expression "APPLICABLE FRACTION" in relation to each Interest
               Period shall mean a fraction having a numerator of one and a
               denominator equal to the number of Retention Dates falling within
               the relevant Interest Period;

          "RETENTION DATE" means:

          (a)  in relation to the first Repayment Date, the date falling thirty
               (30) days after the Drawdown Date and each of the dates falling
               at monthly intervals thereafter up to the first Repayment Date;
               and

          (b)  in relation to a Repayment Date (other than the last Repayment
               Date), each of:

               (i)   the date falling ten (10) Banking Days after the first day
                     of the first month commencing immediately after such
                     Repayment Date;

               (ii)  the first day of the second month commencing immediately
                     after such Repayment Date; and

               (iii) the first day of the third month commencing immediately
                     after such Repayment Date,

          and "RETENTION DATES" means any or all of them. For the purposes of
          this definition, clause 6.3 shall not apply to the expression
          "Repayment Date";

          "SECURITY DOCUMENTS" means this Agreement, the Corporate Guarantee,
          the Mortgage, the General Assignment, the Manager's Undertaking, the
          Charter Assignment, the Account Pledges, the Sub-manager's Undertaking
          and any other documents as may have been or shall from time to time
          after the date of this Agreement be executed to secure all or any part
          of the Loan, interest thereon and other moneys from time to time owing
          by the Borrower or any other Security Party pursuant to this Agreement
          or any other Security Documents (whether or not any such document also
          secures moneys from time to time owing pursuant to any other document
          or agreement);

          "SECURITY PARTY" means the Borrower, the Corporate Guarantor, the
          Manager, the Sub-manager or any other person who may at any time be a
          party to any of the Security Documents (other than the Bank);

          "SECURITY PERIOD" means the period commencing on the date of this
          Agreement and terminating upon discharge of the security created by
          the Security Documents by payment of all moneys payable thereunder;

          "SECURITY REQUIREMENT" means the amount in Dollars (as certified by
          the Bank whose certificate shall, in the absence of manifest error, be
          conclusive and binding on the Borrower and the Bank) which is at any
          relevant time One hundred and twenty five per cent (125%) of the Loan;


                                       7



          "SECURITY VALUE" means the amount in Dollars (as certified by the Bank
          whose certificate shall, in the absence of manifest error, be
          conclusive and binding on the Borrower and the Bank) which is at any
          relevant time the aggregate of (i) the market value of the Ship as
          most recently determined in accordance with clause 8.3.2 and (ii) the
          market value of any additional security for the time being actually
          provided to the Bank pursuant to clause 8.3 as most recently
          determined in accordance with clause 8.3.5;

          "SELLER" means, together, Sun Lanes Shipping S.A. of Panama and Nikko
          Kisen Co., Ltd. of Japan and includes its successors in title;

          "SHIP" means the motor vessel Navios Star, a 2002 Imabari built,
          (approximately) 76,662 dwt bulk carrier, owned on the date of this
          Agreement by the Seller and registered under the laws and flag of the
          Flag State, and to be registered on the Delivery Date in the ownership
          of the Borrower through the Registry under the laws and flag of the
          Flag State with the same name and with IMO Number 9243502;

          "SHIP SECURITY DOCUMENTS" means the Mortgage, the General Assignment,
          any Charter Assignment, the Sub-manager's Undertaking and the
          Manager's Undertaking;

          "SMC" means a safety management certificate issued in respect of the
          Ship in accordance with rule 13 of the Code;

          "SUB-MANAGEMENT AGREEMENT" means the agreement dated as of 2 June 2004
          made between the Manager as head manager and the Sub-manager as
          commercial sub-manager in respect of the Ship;

          "SUB-MANAGER" means Navimax Corporation of Trust Company Complex,
          Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or
          any other person appointed by the Manager, with the prior written
          consent of the Bank, as the commercial sub-manager of the Ship, and
          includes its successors in title;

          "SUB-MANAGER'S UNDERTAKING" means the first priority undertaking and
          assignment executed or (as the context may require) to be executed by
          the Sub-manager in favour of the Bank in such form as the Bank shall
          require in its sole discretion;

          "SUBSIDIARY" of a person means any company or entity directly or
          indirectly controlled by such person, and for this purpose "CONTROL"
          means either the ownership of more than fifty per cent (50%) of the
          voting share capital (or equivalent rights of ownership) of such
          company or entity or the power to direct its policies and management,
          whether by contract or otherwise;

          "TAXES" includes all present and future taxes, levies, imposts,
          duties, fees or charges of whatever nature together with interest
          thereon and penalties in respect thereof and "TAXATION" shall be
          construed accordingly;

          "TERMINATION DATE" means 30 December 2006 or such later date as the
          Bank may in its absolute discretion agree in writing;

          "TOTAL LOSS" means:

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

          (b)  the Compulsory Acquisition of the Ship; or

          (c)  the hijacking, theft, condemnation, capture, seizure, arrest,
               detention or confiscation of the Ship (other than where the same
               amounts to the Compulsory Acquisition of the Ship) by any
               Government Entity, or by persons acting or purporting to act on
               behalf of any Government Entity, unless the Ship be released and
               restored to the Borrower from such hijacking, theft,
               condemnation, capture, seizure, arrest, detention or confiscation
               within forty-five (45) days after the occurrence thereof;

          "TRANSFEREE" has the meaning ascribed thereto in clause 15.4;


                                       8



          "TREASURY TRANSACTION" means any derivative entered into in connection
          with protection against or benefit from fluctuation in any rate or
          price (including any forward freight derivative transaction); and

          "UNDERLYING DOCUMENTS" means, together, the Contract, the
          Sub-management Agreement and the Management Agreement.

1.3       HEADINGS

          Clause headings and the table of contents are inserted for convenience
          of reference only and shall be ignored in the interpretation of this
          Agreement.

1.4       CONSTRUCTION OF CERTAIN TERMS

          In this Agreement, unless the context otherwise requires:

1.4.1     references to clauses and schedules are to be construed as references
          to clauses of, and schedules to, this Agreement and references to this
          Agreement include its schedules;

1.4.2     references to (or to any specified provision of) this Agreement or any
          other document shall be construed as references to this Agreement,
          that provision or that document as in force for the time being and as
          amended in accordance with terms thereof, or, as the case may be, with
          the agreement of the relevant parties;

1.4.3     references to a "REGULATION" include any present or future regulation,
          rule, directive, requirement, request or guideline (whether or not
          having the force of law) of any agency, authority, central bank or
          government department or any self-regulatory or other national or
          supra-national authority;

1.4.4     words importing the plural shall include the singular and vice versa;

1.4.5     references to a time of day are to Central European time (CET);

1.4.6     references to a person shall be construed as references to an
          individual, firm, company, corporation, unincorporated body of persons
          or any Government Entity;

1.4.7     references to a "GUARANTEE" include references to an indemnity or
          other assurance against financial loss including, without limitation,
          an obligation to purchase assets or services as a consequence of a
          default by any other person to pay any Indebtedness and "GUARANTEED"
          shall be construed accordingly; and

1.4.8     references to any enactment shall be deemed to include references to
          such enactment as re-enacted, amended or extended.

2         THE COMMITMENT AND THE LOAN

2.1       AGREEMENT TO LEND

          The Bank, relying upon each of the representations and warranties in
          clause 7, agrees to lend to the Borrower, upon and subject to the
          terms of this Agreement, the principal sum of up to the lower of (i)
          Nineteen million five hundred thousand Dollars ($19,500,000) and (ii)
          an amount in Dollars equal to Sixty-eight percent (68%) of the market
          value of the Ship as determined in accordance with paragraph 11 of
          Part 1, schedule 2.

2.2       DRAWDOWN

          Subject to the terms and conditions of this Agreement, the Loan shall
          be advanced in full in one amount on the Drawdown Date following
          receipt by the Bank from the Borrower of a Drawdown Notice not later
          than 10:00 a.m. on the second Banking Day before the proposed Drawdown


                                       9



          Date. A Drawdown Notice shall be effective on actual receipt by the
          Bank and, once given, shall, subject as provided in clause 3.6.1, be
          irrevocable.

2.3       AMOUNT

          The principal amount specified in the Drawdown Notice for borrowing on
          the Drawdown Date shall, subject to the terms and conditions of this
          Agreement, not exceed the lower of (i) Nineteen million five hundred
          thousand Dollars ($19,500,000) and (ii) an amount in Dollars equal to
          Sixty-eight percent (68%) of the market value of the Ship as
          determined in accordance with paragraph 11 of Part 1, schedule 2.

2.4       AVAILABILITY

          Upon receipt of a Drawdown Notice complying with the terms of this
          Agreement the Bank shall, subject to the provisions of clause 9, on
          the Drawdown Date make the Loan available to the Borrower in
          accordance with clause 6.2. The Borrower acknowledges that payment of
          the Loan or part thereof to the Seller in accordance with clause 6.2
          shall satisfy the obligation of the Bank to lend the Commitment to the
          Borrower under this Agreement.

2.5       TERMINATION OF COMMITMENT

          Any part of the Commitment which is undrawn by the Termination Date
          shall thereupon be automatically cancelled.

2.6       APPLICATION OF PROCEEDS

          Without prejudice to the Borrower's obligations under clause 8.1.3,
          the Bank shall have no responsibility for the application of the
          proceeds of the Loan or any part thereof by the Borrower.

3         INTEREST AND INTEREST PERIODS

3.1       NORMAL INTEREST RATE

          The Borrower shall pay interest on the Loan in respect of each
          Interest Period relating thereto on each Interest Payment Date (or, in
          the case of Interest Periods of more than three (3) months, by
          instalments, the first such instalment being payable three (3) months
          from the commencement of the Interest Period and the subsequent
          instalments at intervals of three (3) months or, if shorter, the
          period from the date of the preceding instalment until the Interest
          Payment Date relative to such Interest Period) at the rate per annum
          determined by the Bank to be the aggregate of (a) the Margin and (b)
          LIBOR for such Interest Period.

3.2       SELECTION OF INTEREST PERIODS

          The Borrower may by notice received by the Bank not later than 10:00
          a.m. on the second Banking Day before the beginning of each Interest
          Period specify whether such Interest Period shall have a duration of
          one (1) month, three (3) months, six (6) months or twelve (12) months
          or such other period as the Borrower may select and the Bank may, in
          its absolute discretion, agree.

3.3       DETERMINATION OF INTEREST PERIODS

          Every Interest Period shall be of the duration specified by the
          Borrower pursuant to clause 3.2 but so that:

3.3.1     the initial Interest Period shall commence on the Drawdown Date and
          each subsequent Interest Period shall commence on the last day of the
          previous Interest Period;

3.3.2     if any Interest Period would otherwise overrun a Repayment Date, then,
          in the case of the last Repayment Date, such Interest Period shall end
          on such Repayment Date, and, in the


                                       10



          case of any other Repayment Date or Repayment Dates, the Loan shall be
          divided into parts so that there is one part in the amount of the
          repayment instalment due on each Repayment Date falling during that
          Interest Period and having an Interest Period ending on the relevant
          Repayment Date and another part in the amount of the balance of the
          Loan having an Interest Period ascertained in accordance with clause
          3.2 and the other provisions of this clause 3.3; and

3.3.3     if the Borrower fails to specify the duration of an Interest Period in
          accordance with the provisions of clause 3.2 and this clause 3.3 such
          Interest Period shall have a duration of three (3) months or such
          other period as shall comply with this clause 3.3.

3.4       DEFAULT INTEREST

          If the Borrower fails to pay any sum (including, without limitation,
          any sum payable pursuant to this clause 3.4) on its due date for
          payment under any of the Security Documents, the Borrower shall pay
          interest on such sum on demand from the due date up to the date of
          actual payment (as well after as before judgement) at a rate
          determined by the Bank pursuant to this clause 3.4. The period
          beginning on such due date and ending on such date of payment shall be
          divided into successive periods of not more than six (6) months as
          selected by the Bank each of which (other than the first, which shall
          commence on such due date) shall commence on the last day of the
          preceding such period. The rate of interest applicable to each such
          period shall be the aggregate (as determined by the Bank) of (a) two
          per cent (2%) per annum, (b) the Margin and (c) LIBOR for such period.
          Such interest shall be due and payable on the last day of each such
          period as determined by the Bank and each such day shall, for the
          purposes of this Agreement, be treated as an Interest Payment Date,
          provided that if such unpaid sum is an amount of principal which
          became due and payable by reason of a declaration by the Bank under
          clause 10.2.2 or a prepayment pursuant to clauses 4.3, 8.3.1(a), 8.4
          or 12.1, on a date other than an Interest Payment Date relating
          thereto, the first such period selected by the Bank shall be of a
          duration equal to the period between the due date of such principal
          sum and such Interest Payment Date and interest shall be payable on
          such principal sum during such period at a rate of two per cent (2%)
          above the rate applicable thereto immediately before it shall have
          become so due and payable. If, for the reasons specified in clause
          3.6.1, the Bank is unable to determine a rate in accordance with the
          foregoing provisions of this clause 3.4, interest on any sum not paid
          on its due date for payment shall be calculated at a rate determined
          by the Bank to be two per cent (2%) per annum above the aggregate of
          the Margin and the cost of funds to the Bank.

3.5       NOTIFICATION OF INTEREST PERIODS AND INTEREST RATE

          The Bank shall notify the Borrower promptly of the duration of each
          Interest Period and of each rate of interest determined by it under
          this clause 3.

3.6       MARKET DISRUPTION; NON-AVAILABILITY

3.6.1     If and whenever, at any time prior to the commencement of any Interest
          Period, the Bank shall have determined (which determination shall, in
          the absence of manifest error, be conclusive):

          (a)  that adequate and fair means do not exist for ascertaining LIBOR
               during such Interest Period; or

          (b)  that deposits in Dollars are not available to the Bank in the
               London Interbank Market in the ordinary course of business in
               sufficient amounts to fund the Loan for such Interest Period,

          the Bank shall forthwith give notice (a "DETERMINATION NOTICE")
          thereof to the Borrower. A Determination Notice shall contain
          particulars of the relevant circumstances giving rise to its issue.
          After the giving of any Determination Notice the undrawn amount of the
          Commitment shall not be borrowed until notice to the contrary is given
          to the Borrower by the Bank.

3.6.2     During the period of ten (10) days after any Determination Notice has
          been given by the Bank under clause 3.6.1, the Bank shall certify an
          alternative basis (the "SUBSTITUTE BASIS") for


                                       11



          maintaining the Loan. The Substitute Basis may (without limitation)
          include alternative interest periods, alternative currencies or
          alternative rates of interest but shall include a margin above the
          cost of funds to the Bank equivalent to the Margin. Each Substitute
          Basis so certified shall be binding upon the Borrower and shall take
          effect in accordance with its terms from the date specified in the
          Determination Notice until such time as the Bank notifies the Borrower
          that none of the circumstances specified in clause 3.6.1 continues to
          exist whereupon the normal interest rate fixing provisions of the
          Agreement shall apply.

4         REPAYMENT AND PREPAYMENT

4.1       REPAYMENT

          The Borrower shall repay the Loan by thirty six (36) instalments, one
          such instalment to be repaid on each of the Repayment Dates. Subject
          to the provisions of this Agreement, the amount of each instalment
          (other than the final instalment) shall be Three hundred twenty-five
          thousand Dollars ($325,000) and the amount of the thirty-sixth and
          final instalment shall be Eight million one hundred twenty-five
          thousand Dollars ($8,125,000) (comprising a repayment instalment of
          Three hundred and twenty-five thousand Dollars ($325,000) and a
          balloon payment of Seven million eight hundred thousand Dollars
          ($7,800,000) (the "BALLOON INSTALMENT")). If the Commitment is not
          drawn down in full, the amount of the repayment instalments (including
          the Balloon Instalment) shall be reduced proportionately.

4.2       VOLUNTARY PREPAYMENT

          The Borrower may prepay the Loan in whole or part (being Three hundred
          twenty-five thousand Dollars ($325,000) or any larger sum which is an
          integral multiple of Three hundred twenty-five thousand Dollars
          ($325,000)) on any Interest Payment Date relating to the part of the
          Loan to be repaid without premium or penalty.

4.3       PREPAYMENT ON TOTAL LOSS

          On the Ship becoming a Total Loss (or suffering damage or being
          involved in an incident which, in the opinion of the Bank, may result
          in the Ship subsequently being determined to be a Total Loss) or being
          sold to a person other than the Borrower, before the Loan is drawn
          down, the obligation of the Bank to advance the Loan shall immediately
          cease and the Commitment shall be reduced to zero.

          After the Drawdown Date, on the date falling one hundred and twenty
          (120) days after that on which the Ship became a Total Loss or, if
          earlier, on the date upon which the insurance proceeds are, or
          Requisition Compensation (as defined in the Ship Security Documents)
          is, received by the Borrower (or the Bank pursuant to the Security
          Documents), the Borrower shall prepay the Loan in full.

          For the purpose of this Agreement, a Total Loss shall be deemed to
          have occurred:

4.3.1     in the case of an actual total loss of the Ship on the actual date and
          at the time the Ship was lost or, if such date is not known, on the
          date on which the Ship was last reported;

4.3.2     in the case of a constructive total loss of the Ship, upon the date
          and at the time notice of abandonment of the Ship is given to the
          insurers of the Ship for the time being;

4.3.3     in the case of a compromised or arranged total loss, on the date upon
          which a binding agreement as to such compromised or arranged total
          loss has been entered into by the insurers of the Ship;

4.3.4     in the case of Compulsory Acquisition, on the date upon which the
          relevant requisition of title or other compulsory acquisition occurs;
          and

4.3.5     in the case of hijacking, theft, condemnation, capture, seizure,
          arrest, detention or confiscation of the Ship (other than where the
          same amounts to Compulsory Acquisition of the Ship) by any Government
          Entity, or by persons purporting to act on behalf of any Government
          Entity, which deprives the Borrower of the use of the Ship for more
          than thirty


                                       12



          (30) days, upon the expiry of the period of thirty (30) days after the
          date upon which the relevant hijacking, theft, condemnation, capture,
          seizure, arrest, detention or confiscation occurred.

4.4       AMOUNTS PAYABLE ON PREPAYMENT

          Any prepayment of all or part of the Loan under this Agreement shall
          be made together with (a) accrued interest on the Loan, (b) any
          additional amount payable under clauses 6.6 or 12.2 and (c) all other
          sums payable by the Borrower to the Bank under this Agreement or any
          of the other Security Documents including, without limitation, any
          accrued commitment commission payable under clause 5.1.2 and any
          amounts payable under clause 11.

4.5       NOTICE OF PREPAYMENT; REDUCTION OF REPAYMENT INSTALMENTS

          No prepayment may be effected under clause 4.2 unless the Borrower
          shall have given the Bank at least fifteen (15) days' notice in
          writing of its intention to make such prepayment. Every notice of
          prepayment shall be effective only on actual receipt by the Bank,
          shall be irrevocable, shall specify the amount to be prepaid and shall
          oblige the Borrower to make such prepayment on the date specified. No
          amount prepaid under this Agreement may be re-borrowed and any amount
          prepaid pursuant to clauses 4.2 or 8.3.1(a) shall be applied in
          reducing the repayment instalments under clause 4.1 (including the
          Balloon Instalment) proportionately. The Borrower may not prepay the
          Loan or any part thereof save as expressly provided in this Agreement.

5         COMMITMENT COMMISSION, FEES AND EXPENSES

5.1       FEES

          The Borrower shall pay to the Bank on the earlier of (a) the Drawdown
          Date and (b) the Termination Date:

5.1.1     an arrangement fee of One hundred seventeen thousand Dollars
          ($117,000), and

5.1.2     commitment commission computed from the date of this Agreement at the
          rate of zero point forty-five per cent (0.45%) per annum on the daily
          undrawn amount of the Commitment.

          The fee referred to in this clause 5.1.1 and the commitment commission
          referred to in clause 5.1.2 shall be payable by the Borrower to the
          Bank whether or not any part of the Commitment is ever advanced and
          shall, in either case, be non-refundable.

5.2       EXPENSES

          The Borrower shall pay to the Bank on a full indemnity basis on demand
          all expenses (including legal, printing and out-of-pocket
          expenses(which legal expenses, for the avoidance of doubt, shall in
          turn include any expenses incurred by the Bank in obtaining any legal
          opinions)) incurred by the Bank (whether or not any part of the
          Commitment is ever advanced):

5.2.1     in connection with the negotiation, preparation, execution and, where
          relevant, registration of the Security Documents and of any amendment
          or extension of or the granting of any waiver or consent under, any of
          the Security Documents or the syndication of the Loan; and

5.2.2     in contemplation of, or otherwise in connection with, the enforcement
          of, or preservation of any rights under, any of the Security Documents
          or otherwise in respect of the moneys owing under any of the Security
          Documents,

          together with interest at the rate referred to in clause 3.4 from the
          date on which such expenses were incurred to the date of payment (as
          well after as before judgement).

5.3       VALUE ADDED TAX

          All fees and expenses payable pursuant to this clause 5 shall be paid
          together with value added tax or any similar tax (if any) properly
          chargeable thereon.


                                       13



5.4       STAMP AND OTHER DUTIES

          The Borrower shall pay all stamp, documentary, registration or other
          like duties or taxes (including any such duties or taxes payable by
          the Bank) imposed on or in connection with any of the Underlying
          Documents, the Security Documents or the Loan and shall indemnify the
          Bank against any liability arising by reason of any delay or omission
          by the Borrower to pay such duties or taxes.

6         PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

6.1       NO SET-OFF OR COUNTERCLAIM

          The Borrower acknowledges that in performing its obligations under
          this Agreement, the Bank will be incurring liabilities to third
          parties in relation to the funding of amounts to the Borrower, such
          liabilities matching the liabilities of the Borrower to the Bank and
          that it is reasonable for the Bank to be entitled to receive payments
          from the Borrower gross on the due date in order that the Bank is put
          in a position to perform its matching obligations to the relevant
          third parties. Accordingly, all payments to be made by the Borrower
          under any of the Security Documents shall be made in full, without any
          set-off or counterclaim whatsoever and, subject as provided in clause
          6.6, free and clear of any deductions or withholdings, in Dollars on
          the due date to such account of the Bank at such bank in such place as
          the Bank may from time to time specify for this purpose.

6.2       PAYMENT BY THE BANK

          All sums to be advanced by the Bank to the Borrower under this
          Agreement in respect of the Loan shall be remitted in Dollars on the
          Drawdown Date to the account specified in the Drawdown Notice.

6.3       NON-BANKING DAYS

          When any payment under any of the Security Documents would otherwise
          be due on a day which is not a Banking Day, the due date for payment
          shall be extended to the next following Banking Day unless such
          Banking Day falls in the next calendar month in which case payment
          shall be made on the immediately preceding Banking Day.

6.4       CALCULATIONS

          All interest and other payments of an annual nature under any of the
          Security Documents shall accrue from day to day and be calculated on
          the basis of actual days elapsed and a three hundred and sixty (360)
          day year.

6.5       CERTIFICATES CONCLUSIVE

          Any certificate or determination of the Bank as to any rate of
          interest or any other amount pursuant to and for the purposes of any
          of the Security Documents shall, in the absence of manifest error, be
          conclusive and binding on the Borrower.

6.6       GROSSING-UP FOR TAXES

          If at any time the Borrower is required to make any deduction or
          withholding in respect of Taxes from any payment due under any of the
          Security Documents, the sum due from the Borrower in respect of such
          payment shall be increased to the extent necessary to ensure that,
          after the making of such deduction or withholding, the Bank receives
          on the due date for such payment (and retains, free from any liability
          in respect of such deduction or withholding), a net sum equal to the
          sum which it would have received had no such deduction or withholding
          been required to be made and the Borrower shall indemnify the Bank
          against any losses or costs incurred by it by reason of any failure of
          the Borrower to make any such deduction or withholding or by reason of
          any increased payment not being made on the due date for such payment.
          The Borrower shall promptly deliver to the Bank any receipts,
          certificates or other proof evidencing the amounts (if any) paid or
          payable in respect of any deduction or withholding as aforesaid.


                                       14



6.7       LOAN ACCOUNT

          The Bank shall maintain, in accordance with its usual practice, an
          account evidencing the amounts from time to time lent by, owing to and
          paid to it under the Security Documents. Such account shall, in the
          absence of manifest error, be conclusive as to the amount from time to
          time owing by the Borrower under the Security Documents.

7         REPRESENTATIONS AND WARRANTIES

7.1       CONTINUING REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Bank that:

7.1.1     Due incorporation

          the Borrower and each of the other Security Parties are duly
          incorporated and validly existing in good standing under the laws of
          their respective countries of incorporation, each as a Marshall
          Islands corporation, and have power to carry on their respective
          businesses as they are now being conducted and to own their respective
          property and other assets;

7.1.2     Corporate power

          the Borrower has power to execute, deliver and perform its obligations
          under the Underlying Documents and the Borrower's Security Documents
          and to borrow the Commitment and each of the other Security Parties
          has power to execute and deliver and perform its obligations under the
          Security Documents and the Underlying Documents to which it is or is
          to be a party; all necessary corporate, shareholder and other action
          has been taken to authorise the execution, delivery and performance of
          the same and no limitation on the powers of the Borrower to borrow
          will be exceeded as a result of borrowing the Loan;

7.1.3     Binding obligations

          the Security Documents and the Underlying Documents constitute or
          will, when executed, constitute valid and legally binding obligations
          of the relevant Security Parties enforceable in accordance with their
          respective terms;

7.1.4     No conflict with other obligations

          the execution and delivery of, the performance of their obligations
          under, and compliance with the provisions of the Underlying Documents
          and the Security Documents by the relevant Security Parties will not
          (i) contravene any existing applicable law, statute, rule or
          regulation or any judgement, decree or permit to which the Borrower or
          any other Security Party is subject, (ii) conflict with, or result in
          any breach of any of the terms of, or constitute a default under, any
          agreement or other instrument to which the Borrower or any other
          Security Party is a party or is subject or by which it or any of its
          property is bound, (iii) contravene or conflict with any provision of
          the constitutional documents of the Borrower or any other Security
          Party or (iv) result in the creation or imposition of or oblige the
          Borrower or any of its Related Companies or any other Security Party
          to create any Encumbrance (other than a Permitted Encumbrance) on the
          undertakings, assets, rights or revenues of the Borrower or any of its
          Related Companies or any other Security Party;

7.1.5     No litigation

          no litigation, arbitration or administrative proceeding is taking
          place, pending or, to the knowledge of the officers of the Borrower,
          threatened against the Borrower or any of its Related Companies or any
          other Security Party which could have a material adverse effect on the
          business, assets or financial condition of the Borrower or any other
          Security Party;


                                       15



7.1.6     No filings required

          save for the registration of the Mortgage with the Registry, it is not
          necessary to ensure the legality, validity, enforceability or
          admissibility in evidence of any of the Underlying Documents or any of
          the Security Documents that they or any other instrument be notarised,
          filed, recorded, registered or enrolled in any court, public office or
          elsewhere in any Relevant Jurisdiction or that any stamp, registration
          or similar tax or charge be paid in any Relevant Jurisdiction on or in
          relation to the Underlying Documents or the Security Documents and the
          Underlying Documents and each of the Security Documents is in proper
          form for its enforcement in the courts of each Relevant Jurisdiction;

7.1.7     Choice of law

          the choice of English law to govern the Underlying Documents and the
          Security Documents (other than the Mortgage and the Account Pledges),
          the choice of (i) Panamanian law to govern the Mortgage and (ii)
          German law to govern the Account Pledges, and the submissions by the
          Security Parties to the non-exclusive jurisdiction of the English
          courts or, as the case may be, the German courts, are valid and
          binding;

7.1.8     No immunity

          neither the Borrower nor any other Security Party nor any of their
          respective assets is entitled to immunity on the grounds of
          sovereignty or otherwise from any legal action or proceeding (which
          shall include, without limitation, suit, attachment prior to
          judgement, execution or other enforcement);

7.1.9     Consents obtained

          every consent, authorisation, licence or approval of, or registration
          with or declaration to, governmental or public bodies or authorities
          or courts required by any Security Party to authorise, or required by
          any Security Party in connection with, the execution, delivery,
          validity, enforceability or admissibility in evidence of each of the
          Underlying Documents and each of the Security Documents or the
          performance by each Security Party of its obligations under the
          Underlying Documents and the Security Documents to which it is a party
          has been obtained or made and is in full force and effect and there
          has been no default in the observance of any of the conditions or
          restrictions (if any) imposed in, or in connection with, any of the
          same; and

7.1.10    Shareholdings

          (a)  each of the Borrower and the Manager is a wholly-owned Subsidiary
               of Anemos;

          (b)  the Sub-manager is a wholly-owned Subsidiary of Navios
               Corporation;

          (c)  each of Anemos and Navios Corporation is a wholly-owned
               Subsidiary of the Corporate Guarantor; and

          (d)  a minimum of twenty per cent. (20%) of the issued share capital
               of the Corporate Guarantor is legally and ultimately beneficially
               owned by Mrs. Angeliki Frangou.

7.2       INITIAL REPRESENTATIONS AND WARRANTIES

          The Borrower further represents and warrants to the Bank that:

7.2.1     Pari passu

          the obligations of the Borrower under this Agreement are direct,
          general and unconditional obligations of the Borrower and rank at
          least pari passu with all other present and future unsecured and
          unsubordinated Indebtedness of the Borrower except for obligations
          which are mandatorily preferred by law and not by contract;


                                       16



7.2.2     No default under other Indebtedness

          neither the Borrower nor any other Security Party nor any other
          Relevant Party is (nor would with the giving of notice or lapse of
          time or the satisfaction of any other condition or combination thereof
          be) in breach of or in default under any agreement relating to
          Indebtedness to which it is a party or by which it may be bound;

7.2.3     Information

          the information, exhibits and reports furnished by any Security Party
          to the Bank in connection with the negotiation and preparation of each
          of the Security Documents are true and accurate in all material
          respects and not misleading, do not omit material facts and all
          reasonable enquiries have been made to verify the facts and statements
          contained therein; there are no other facts the omission of which
          would make any fact or statement therein misleading;

7.2.4     No withholding Taxes

          no Taxes are imposed by withholding or otherwise on any payment to be
          made by any Security Party under the Underlying Documents or the
          Security Documents or are imposed on or by virtue of the execution or
          delivery by the Security Parties of the Underlying Documents or the
          Security Documents or any other document or instrument to be executed
          or delivered under any of the Security Documents;

7.2.5     No Default

          no Default has occurred and is continuing;

7.2.6     The Ship

          the Ship will, on the Delivery Date, be:

          (a)  in the absolute ownership of the Borrower who will on and after
               the Delivery Date be the sole, legal and beneficial owner of the
               Ship;

          (b)  provisionally registered in the name of the Borrower through the
               offices of the Registry as a ship under the laws and flag of the
               Flag State;

          (c)  operationally seaworthy and in every way fit for service; and

          (d)  classed with the Classification free of all requirements and
               recommendations of the Classification Society;

7.2.7     Ship's employment

          the Ship is not and will not, on or before the Delivery Date, be
          subject to any charter or contract or to any agreement to enter into
          any charter or contract which, if entered into after the date of the
          Ship Security Documents would have required the consent of the Bank
          and, on or before the Delivery Date, there will not be any agreement
          or arrangement whereby the Earnings (as defined in the Ship Security
          Documents) may be shared with any other person;

7.2.8     Freedom from Encumbrances

          neither the Ship, nor her Earnings, Insurances or Requisition
          Compensation (each as defined in the Ship Security Documents) nor the
          Accounts nor any other properties or rights which are, or are to be,
          the subject of any of the Security Documents nor any part thereof will
          be, on the Drawdown Date, subject to any Encumbrance;


                                       17



7.2.9     Compliance with Environmental Laws and Approvals

          except as may already have been disclosed by the Borrower in writing
          to, and acknowledged in writing by, the Bank:

          (a)  the Borrower and the other Relevant Parties and, to the best of
               the Borrower's knowledge and belief (having made due enquiry),
               their respective Environmental Affiliates have complied with the
               provisions of all Environmental Laws;

          (b)  the Borrower and the other Relevant Parties and, to the best of
               the Borrower's knowledge and belief (having made due enquiry),
               their respective Environmental Affiliates have obtained all
               Environmental Approvals and are in compliance with all such
               Environmental Approvals; and

          (c)  neither the Borrower nor any other Relevant Party nor, to the
               best of the Borrower's knowledge and belief (having made due
               enquiry), any of their respective Environmental Affiliates has
               received notice of any Environmental Claim that the Borrower or
               any other Relevant Party or any such Environmental Affiliate is
               not in compliance with any Environmental Law or any Environmental
               Approval;

7.2.10    No Environmental Claims

          except as may already have been disclosed by the Borrower in writing
          to, and acknowledged in writing by, the Bank, there is no
          Environmental Claim pending or, to the best of the Borrower's
          knowledge and belief (having made due enquiry) threatened against the
          Borrower or the Ship or any other Relevant Party or any other Relevant
          Ship or, to the best of the Borrower's knowledge and belief (having
          made due enquiry), any of their respective Environmental Affiliates;

7.2.11    No potential Environmental Claims

          except as may already have been disclosed by the Borrower in writing
          to, and acknowledged in writing by, the Bank, there has been no
          emission, spill, release or discharge of a Material of Environmental
          Concern from the Ship or any other ship owned by, managed or crewed by
          or chartered to the Borrower nor, to the best of the Borrower's
          knowledge and belief (having made due enquiry), from any other
          Relevant Ship owned by, managed or crewed by or chartered to any other
          Relevant Party which could give rise to an Environmental Claim;

7.2.12    ISPS Code

          on the Delivery Date the Borrower shall have a valid and current ISSC
          in respect of the Ship and the Ship shall be in compliance with the
          ISPS Code;

7.2.13    No material adverse change

          there has been no material adverse change in the financial position of
          the Borrower or the financial position of the Corporate Guarantor and
          its Related Companies from that described by the Borrower or any other
          Security Party to the Bank in the negotiation of this Agreement; and

7.2.14    Copies true and complete

          the copies of the Underlying Documents delivered or to be delivered to
          the Bank pursuant to clause 9.1 are, or will when delivered be, true
          and complete copies of such documents; such documents constitute valid
          and binding obligations of the parties thereto enforceable in
          accordance with their respective terms and there will have been no
          amendments or variations thereof or defaults thereunder.


                                       18



7.3       REPETITION OF REPRESENTATIONS AND WARRANTIES

          On and as of the Drawdown Date and (except in relation to the
          representations and warranties in clause 7.2) on each Interest Payment
          Date the Borrower shall (a) be deemed to repeat the representations
          and warranties in clause 7.1 as if made with reference to the facts
          and circumstances existing on such day and (b) be deemed to further
          represent and warrant to the Bank that the then latest audited
          financial statements delivered to the Bank (if any) have been prepared
          in accordance with US GAAP which have been consistently applied and
          present fairly and accurately the financial position of the Borrower
          and the consolidated financial position of the Group respectively, as
          at the end of the financial period to which the same relate and the
          results of the operations of the Borrower and the consolidated
          operations of the Group, respectively, for the financial period to
          which the same relate and, as at the end of such financial period,
          neither the Borrower nor any member of the Group had any significant
          liabilities (contingent or otherwise) or any unrealised or anticipated
          losses which are not disclosed by, or reserved against or provided for
          in, such financial statements.

8         UNDERTAKINGS

8.1       GENERAL

          The Borrower hereby undertakes with the Bank that, from the date of
          this Agreement and so long as any moneys are owing under any of the
          Security Documents and while all or any part of the Commitment remains
          outstanding, it will:

8.1.1     Notice of Default

          promptly inform the Bank of any occurrence of which it becomes aware
          which might adversely affect the ability of any Security Party to
          perform its obligations under any of the Security Documents and,
          without limiting the generality of the foregoing, will inform the Bank
          of any Default forthwith upon becoming aware thereof and will from
          time to time, if so requested by the Bank, confirm to the Bank in
          writing that, save as otherwise stated in such confirmation, no
          Default has occurred and is continuing;

8.1.2     Consents and licences

          without prejudice to clauses 7.1 and 9, obtain or cause to be
          obtained, maintain in full force and effect and comply in all material
          respects with the conditions and restrictions (if any) imposed in, or
          in connection with, every consent, authorisation, licence or approval
          of governmental or public bodies or authorities or courts and do, or
          cause to be done, all other acts and things which may from time to
          time be necessary or desirable under applicable law for the continued
          due performance of all the obligations of the Security Parties under
          each of the Security Documents;

8.1.3     Use of proceeds

          use the Loan exclusively for the purpose specified in clause 1.1;

8.1.4     Pari passu

          ensure that its obligations under this Agreement shall, without
          prejudice to clause 8.3 and the security intended to be created under
          the Security Documents, at all times rank at least pari passu with all
          its other present and future unsecured and unsubordinated Indebtedness
          with the exception of any obligations which are mandatorily preferred
          by law and not by contract;

8.1.5     Financial statements

          procure that the Corporate Guarantor shall provide the Bank with the
          consolidated financial statements referred to in clause 5.1.4 of the
          Corporate Guarantee in the form required in clause 5.1.5 of the
          Corporate Guarantee;


                                       19



8.1.6     Delivery of reports

          deliver to the Bank as many copies as the Bank may reasonably require
          at the time of issue thereof of every report, circular, notice or like
          document issued by the Borrower to its shareholders or creditors
          generally;

8.1.7     Provision of further information

          provide the Bank with such financial and other information concerning
          the Borrower, its Related Companies, the other Security Parties, their
          respective Related Companies, any other member of the Group and their
          respective affairs as the Bank may from time to time reasonably
          require including, without prejudice to the generality of the
          foregoing, their financial standing, commitments, operations, any
          vessel sales or purchases and any new borrowings;

8.1.8     Know your customer information

          deliver to the Bank such documents and evidence as the Bank shall from
          time to time require relating to the verification of identity and
          knowledge of the Bank's customers and the compliance by the Bank with
          all necessary "know your customer" or similar checks, always on the
          basis of applicable laws and regulations or the Bank's own internal
          guidelines in each case as such laws, regulations or internal
          guidelines apply from time to time;

8.1.9     Obligations under Security Documents

          duly and punctually perform each of the obligations expressed to be
          assumed by it under the Security Documents;

8.1.10    Compliance with Code

          and will procure that any Operator will, comply with and ensure that
          the Ship and any Operator complies with the requirements of the Code,
          including (but not limited to) the maintenance and renewal of valid
          certificates pursuant thereto throughout the Security Period and will
          procure that each Related Company of the Corporate Guarantor and each
          ship thereof complies with the requirements of the Code;

8.1.11    Withdrawal of DOC and SMC

          and will procure that the Manager or any Operator will, immediately
          inform the Bank if there is any threatened or actual withdrawal of its
          Operator's DOC or the SMC in respect of the Ship;

8.1.12    Issuance of DOC and SMC

          and will procure that the Manager or any Operator will, promptly
          inform the Bank upon the issue to the Borrower, the Manager or any
          Operator of a DOC and to the Ship of an SMC or the receipt by the
          Borrower, the Manager or any Operator of notification that its
          application for the same has been refused;

8.1.13    ISPS Code Compliance

          and will procure that the Manager or any Operator will:

          (a)  maintain at all times a valid and current ISSC in respect of the
               Ship;

          (b)  immediately notify the Bank in writing of any actual or
               threatened withdrawal, suspension, cancellation or modification
               of the ISSC in respect of the Ship; and

          (c)  ensure that the Ship will comply at all times with the ISPS Code;


                                       20



8.1.14    Charters

          without prejudice to the rights of the Bank under clause 5.1.15 of the
          Mortgage, advise the Bank promptly of any proposed charterparty in
          respect of the Ship having a term of eleven (11) months or longer
          (taking into account any optional extensions contained therein) and
          (a) deliver a certified copy of each such charterparty to the Bank
          forthwith after its execution, (b) forthwith after the Bank's request
          (i) execute a specific assignment of such charterparty in favour of
          the Bank (in such form as the Bank may require in its discretion),
          (ii) execute a notice of assignment (in such form as the Bank may
          require in its discretion) of such charterparty, (iii) procure that
          such notice of assignment is served on the relevant charterer and that
          the relevant charterer signs an acknowledgement of such notice (in
          such form as the Bank may require in its discretion), (c) forthwith
          after the Bank's request, deliver to the Bank such documents and
          evidence of the type referred to in schedule 2 in relation to such
          charterparty, the relevant assignment, the relevant notice of
          assignment and its acknowledgment (including, but without limitation,
          legal opinions regarding the valid execution and binding effect
          thereof) as the Bank may require in its sole discretion and (d) pay on
          the Bank's demand all legal and other costs and expenses incurred by
          the Bank in connection with or in relation to any such assignment,
          notice of assignment and the acknowledgement thereof;

8.1.15    Classification Society

          without prejudice to the obligations of the Borrower under clause
          8.1.7 and clause 5.1.6 of the Mortgage, irrevocably authorise and
          instruct the Classification Society to provide the Bank from time to
          time, at the Borrower's cost, with any information whatsoever which
          the Bank may require relating to the classification of the Vessel with
          the Classification Society; and

8.1.16    Own account

          The Borrower confirms that it is the beneficiary (within the meaning
          of section 8 of the German Money Laundering Act (Gesetz uber das
          Aufspuren von Gewinnen aus schweren Straftaten (Geldwaschegesetz)) for
          the Loan made or to be made available to it. It shall promptly inform
          the Bank if it ceases to be, the beneficiary (within the meaning of
          section 8 of the German Money Laundering Act (Gesetz uber das
          Aufspuren von Gewinnen aus schweren Straftaten (Geldwaschegesetz)) for
          the Loan made or to be made available to it and shall provide in
          writing to the Bank the name and the address of the beneficiary
          (within the meaning of section 8 of the German Money Laundering Act
          (Gesetz uber das Aufspuren von Gewinnen aus schweren Straftaten
          (Geldwaschegesetz)) in respect of the Loan.

8.2       NEGATIVE UNDERTAKINGS

          The Borrower undertakes with the Bank that, from the date of this
          Agreement and so long as any moneys are owing under the Security
          Documents and while all or any part of the Commitment remains
          outstanding, it will not, without the prior written consent of the
          Bank:

8.2.1     Negative pledge

          permit any Encumbrance (other than a Permitted Encumbrance) to
          subsist, arise or be created or extended over all or any part of its
          present or future undertaking, assets, rights or revenues to secure or
          prefer any present or future Indebtedness of any Security Party or any
          other person;

8.2.2     No merger

          merge or consolidate with any other person or enter into a demerger,
          amalgamation, corporate reconstruction or corporate redomicilation of
          any type whatsoever;


                                       21



8.2.3     Disposals

          sell, transfer, abandon, lend or otherwise dispose of or cease to
          exercise direct control over any part (being either alone or, when
          aggregated with all other disposals falling to be taken into account
          pursuant to this clause 8.2.3, material in the opinion of the Bank in
          relation to the undertaking, assets, rights and revenues of the
          Borrower) of its present or future undertaking, assets, rights or
          revenues (otherwise than by transfers, sales or disposals for full
          consideration in the ordinary course of trading, but which for the
          avoidance of doubt does not include the sale of the Ship or any of its
          assets or rights which are subject to the Security Documents) whether
          by one or a series of transactions related or not;

8.2.4     Other business

          undertake any business other than the ownership and operation of the
          Ship and the chartering of the Ship to any third parties and will
          procure that no other Security Party undertakes, without the prior
          written consent of the Bank, any business other than that conducted by
          such Security Party at the date of this Agreement;

8.2.5     Acquisitions

          acquire any further assets other than the Ship and rights arising
          under contracts entered into by or on behalf of the Borrower in the
          ordinary course of its business of owning, operating and chartering
          the Ship;

8.2.6     Other obligations

          incur any obligations except for obligations arising under the
          Underlying Documents or the Security Documents or contracts entered
          into in the ordinary course of its business of owning, operating and
          chartering the Ship and then always on arm's length terms;

8.2.7     No borrowing

          incur any Borrowed Money except for Borrowed Money pursuant to the
          Security Documents;

8.2.8     Repayment of borrowings

          repay the principal of, or pay interest on, or any other sum in
          connection with, any of its Borrowed Money except for Borrowed Money
          pursuant to the Security Documents;

8.2.9     Guarantees

          issue any guarantees or indemnities or otherwise become directly or
          contingently liable for the obligations of any person, firm, or
          corporation except pursuant to the Security Documents (except for
          guarantees or indemnities from time to time required in the ordinary
          course by any protection and indemnity or war risks association with
          which the Ship is entered, guarantees required to procure the release
          of the Ship from any arrest, detention, attachment or levy or
          guarantees or undertakings required for the salvage of the Ship);

8.2.10    Loans

          make any loans or grant any credit (save for normal trade credit in
          the ordinary course of business) to any person or agree to do so;

8.2.11    Sureties

          permit any of its Indebtedness to be guaranteed or otherwise assured
          against financial loss by any person (save for guarantees or
          indemnities from time to time required in the ordinary course by any
          protection and indemnity or war risks association with which the Ship
          is entered, guarantees required to procure the release of the Ship
          from any arrest, detention, attachment or levy or guarantees or
          undertakings required for the salvage of the Ship);


                                       22



8.2.12    Share capital and distribution

          purchase or otherwise acquire for value any shares of its capital or
          declare or pay any dividends or distribute any of its present or
          future assets, undertaking, rights or revenues to any of its
          shareholders;

8.2.13    Subsidiaries

          form or acquire any Subsidiaries;

8.2.14    Shareholdings

          change, cause, or permit any change in, the legal or ultimate
          beneficial ownership of any of the shares in any of the Borrower, the
          Corporate Guarantor or the Manager or the Sub-manager from that set
          out in clause 7.1.10;

8.2.15    Constitutional documents

          permit, cause or agree to any material amendment or variation of its
          constitutional documents;

8.2.16    Auditors and financial year end

          change the auditors or its financial year end from that of 31
          December; or

8.2.17    Treasury Transactions

          enter into any Treasury Transactions other than in accordance with
          clause 8.6.

8.3       SECURITY VALUE MAINTENANCE

8.3.1     Security shortfall

          If at any time the Security Value shall be less than the relevant
          Security Requirement, the Bank may give notice to the Borrower
          requiring that such deficiency be remedied and then the Borrower
          shall, within a period of thirty (30) days of the date of acceptance
          by the Borrower of the Bank's said notice, either:

          (a)  prepay such sum in Dollars as will result in the relevant
               Security Requirement after such prepayment (taking into account
               any other repayment of the Loan made between the date of the
               notice and the date of such prepayment) being equal to the
               Security Value; or

          (b)  constitute to the satisfaction of the Bank such further security
               for the Loan as shall be acceptable to the Bank having a value
               for security purposes (as determined by the Bank in its absolute
               discretion) at the date upon which such further security shall be
               constituted which, when added to the Security Value, shall not be
               less than the relevant Security Requirement as at such date.

          The provision of clauses 4.4 and 4.5 shall apply to prepayments made
          under clause 8.3.1(a).

8.3.2     Valuation of Ship

          The Ship shall, for the purposes of this clause 8.3, be valued in
          Dollars as and when the Bank shall require by two (2) Approved Brokers
          appointed by the Bank. Each such valuation shall be addressed to the
          Bank and shall be made without, unless required by the Bank, physical
          inspection, and on the basis of a sale for prompt delivery for cash at
          arms length on normal commercial terms as between a willing buyer and
          a willing seller without taking into account the benefit of any
          charterparty or other engagement concerning the Ship. The arithmetic
          mean of such two (2) valuations shall constitute the value of the Ship
          for the


                                       23



          purposes of this clause 8.3 PROVIDED HOWEVER THAT if the said two (2)
          valuations differ by more than fifteen per cent (15%) the Bank, acting
          in its sole discretion, shall appoint one of the remaining Approved
          Brokers to value the Ship on the same basis as in the case of the
          other two valuations and, in that case, the arithmetic mean of the
          three (3) valuations shall constitute the value of the Ship for the
          purposes of this clause 8.3.

          The value of the Ship determined in accordance with the provisions of
          this clause 8.3 shall be binding upon the parties hereto until such
          time as any such further valuations shall be obtained.

8.3.3     Information

          The Borrower undertakes to the Bank to supply to the Bank and to any
          such shipbrokers such information concerning the Ship and its
          condition as such shipbrokers may reasonably require for the purpose
          of making any such valuations.

8.3.4     Costs

          All costs in connection with the Bank obtaining any valuation of the
          Ship referred to in clause 8.3.2 or in schedule 2, Part 1, paragraph
          11, and any valuation either of any additional security for the
          purposes of ascertaining the Security Value at any time or
          necessitated by the Borrower electing to constitute additional
          security pursuant to clause 8.3.1(b) shall be borne by the Borrower.

8.3.5     Valuation of additional security

          For the purpose of this clause 8.3, the market value of any additional
          security provided or to be provided to the Bank shall be determined by
          the Bank in its absolute discretion without any necessity for the Bank
          assigning any reason thereto.

8.3.6     Documents and evidence

          In connection with any additional security provided in accordance with
          this clause 8.3, the Bank shall be entitled to receive such evidence
          and documents of the kind referred to in schedule 2 as may in the
          Bank's opinion be appropriate and such favourable legal opinions as
          the Bank shall in its absolute discretion require.

8.4       AMENDMENT TO EXISTING LOAN AGREEMENT AND PREPAYMENT UNDERTAKING

          The Borrower undertakes with the Bank that, on the Consolidation Date,
          it shall:

8.4.1     procure that the Corporate Guarantor and the other relevant members of
          the Group enter into such amendment and/or supplement or restatement
          to the Existing Loan Agreement and to any other documents related
          thereto as may be required by the Bank in its sole discretion in order
          that an additional facility equal to the amount in Dollars required to
          refinance the Loan outstanding at the time and with terms identical to
          those contained in this Agreement, is added in the Existing Loan
          Agreement and is provided for in the other related documents;

8.4.2     procure that the Corporate Guarantor and the other relevant members of
          the Group enter into such other documents as may be required by the
          Bank in its sole discretion so that all facilities made or to be made
          available under the Existing Loan Agreement (including the said
          additional facility) be secured on a fully cross-collateral basis by
          the assets of the Group already securing the Existing Loan Agreement
          as well as the assets of the Group which are subject to the Security
          Documents;

8.4.3     procure that the Corporate Guarantor draws down such additional
          facility for the purpose of lending the proceeds of such additional
          facility to the Borrower;


                                       24



8.4.4     (i) use the moneys to be received by the Corporate Guarantor as
          described in clause 8.4.3 to prepay all of the Loan and (ii) pay at
          the same time as making such prepayment all other sums payable by the
          Borrower to the Bank under clause 4.4;

8.4.5     fully observe the provisions of clause 23.32.1 of the Existing Loan
          Agreement; and

8.4.6     procure that the Corporate Guarantor fully observes the provisions of
          clause 23.32.2 of the Existing Loan Agreement,

          The Borrower acknowledges that the Bank has agreed to:

          (a)  enter into this Agreement and make its Commitment available; and

          (b)  in its capacity as agent and, as of the date of this Agreement,
               sole lender under the Existing Loan Agreement, waive until the
               Consolidation Date the requirements of clauses 23.32.1 and
               23.36.3 of the Existing Loan Agreement,

          on the understanding that the Borrower shall provide the undertakings
          contained in this clause 8.4 and that the Existing Loan Agreement and
          all documents relevant thereto shall, on the Consolidation Date, be
          amended and/or supplemented and/or restated in the manner and for the
          purposes described in clauses 8.4.1 to 8.4.6 above, always in
          accordance with the requirements of the Bank in its sole discretion.

8.5       CHARTER

          The Borrower undertakes with the Bank that it shall:

8.5.1     and shall procure that the Charterer shall, enter into the Charter,
          not later than the date falling forty-five (45) days from the Drawdown
          Date;

8.5.2     provide the Bank with a duly executed original of the Charter
          forthwith upon its execution by the Charterer and the Borrower; and

8.5.3     take all steps and execute and/or deliver all documents provided in
          clause 8.1.14, within fifteen (15) days after the execution of the
          Charter by the parties thereto, provided however that the relevant
          notice of assignment shall be served on the Charterer only after the
          Consolidation Date.

8.6       TREASURY TRANSACTIONS

8.6.1     The Borrower shall procure that no Security Party shall enter into any
          Treasury Transaction, other than:

          (a)  with the Bank;

          (b)  for the purpose of hedging the Borrower's exposure under this
               Agreement to fluctuations of LIBOR in relation to the funding of
               the Loan (or any part thereof) for a period expiring no later
               than the final Repayment Date for the Loan (or the relevant part
               thereof);

          (c)  on the terms of the International Swaps & Derivatives
               Association, Inc. 2002 or 1992 Master Agreement
               (Multicurrency-Cross Border) under which:

               (i)   in the case of the 1992 Master, "Second Method" shall be
                     specified as the applicable payment method and "Market
                     Quotation" as the applicable payment measure;

               (ii)  the governing law is English law; and

               (iii) all other terms of the relevant master agreement and its
                     schedule thereto, shall be acceptable to the Bank in its
                     sole discretion; and


                                       25



          (d)  after providing to the Bank such Encumbrances on such assets of
               the Borrower, as in either case the Bank shall require in its
               sole discretion.

8.6.2     The Borrower undertakes to the Bank, that to the extent that the Bank
          agrees for the Borrower to enter into a Treasury Transaction in
          accordance with the terms of this Agreement, the Borrower shall, at
          the Borrower's cost, promptly do all such acts or execute all such
          documents as the Bank may specify (and in such form as the Bank may
          require) and shall procure that the other Security Parties will do the
          same, in either case for the purpose of amending this Agreement and
          the other Security Documents to take into account that the Borrower or
          any other Security Party has been permitted by the Bank to enter into
          a Treasury Transaction in connection with the funding of the Loan.

9         CONDITIONS

9.1       DOCUMENTS AND EVIDENCE

          The obligation of the Bank to make the Commitment available shall be
          subject to the condition that:

9.1.1     the Bank, or its duly authorised representative, shall have received,
          not later than two (2) Banking Days before the day on which the
          Drawdown Notice for the Loan is given, the documents and evidence
          specified in Part 1 of schedule 2 in form and substance satisfactory
          to the Bank; and

9.1.2     the Bank, or its duly authorised representative, shall have received,
          on or prior to the Drawdown Date, the documents and evidence specified
          in Part 2 of schedule 2 in form and substance satisfactory to the
          Bank.

9.2       GENERAL CONDITIONS PRECEDENT

          The obligation of the Bank to advance the Loan shall be subject to the
          further condition that, at the time of the giving of the Drawdown
          Notice and at the time of the making of the Loan:

9.2.1     the representations and warranties contained in (i) clauses 7.1 and
          7.2 and (ii) clauses 4.1 and 4.2 of the Corporate Guarantee, are true
          and correct on and as of each such time as if each was made with
          respect to the facts and circumstances existing at such time; and

9.2.2     no Default shall have occurred and be continuing or would result from
          the making of the Loan.

9.3       WAIVER OF CONDITIONS PRECEDENT

          The conditions specified in this clause 9 are inserted solely for the
          benefit of the Bank and may be waived by the Bank in whole or in part
          and with or without conditions.

9.4       FURTHER CONDITIONS PRECEDENT

          Not later than five (5) Banking Days prior to the Drawdown Date and
          not later than five (5) Banking Days prior to each Interest Payment
          Date, the Bank may request and the Borrower shall, not later than two
          (2) Banking Days prior to such date, deliver to the Bank on such
          request further favourable certificates and/or opinions as to any or
          all of the matters which are the subject of clauses 7, 8, 9 and 10 of
          this Agreement.


                                       26



10        EVENTS OF DEFAULT

10.1      EVENTS

          There shall be an Event of Default if:

10.1.1    NON-PAYMENT: the Borrower or any other Security Party fails to pay any
          sum payable by it under any of the Security Documents at the time, in
          the currency and in the manner stipulated in the Security Documents
          (and so that, for this purpose, sums payable on demand shall be
          treated as having been paid at the stipulated time if paid within
          three (3) Banking Days of demand); or

10.1.2    BREACH OF INSURANCE OBLIGATIONS AND CERTAIN OTHER OBLIGATIONS: the
          Borrower or the Manager or any other person fails to obtain and/or
          maintain the Insurances (as defined in, and in accordance with the
          requirements of, the Ship Security Documents) for the Ship or if any
          insurer in respect of such Insurances cancels the Insurances or
          disclaims liability by reason, in either case, of mis-statement in any
          proposal for the Insurances or for any other failure or default on the
          part of the Borrower or any other person or the Borrower commits any
          breach of or omits to observe any of the obligations or undertakings
          expressed to be assumed by it under clauses 8.1.14, 8.2, 8.3, 8.4, 8.5
          or 8.6; or

10.1.3    BREACH OF OTHER OBLIGATIONS: the Borrower or any other Security Party
          commits any breach of or omits to observe any of its obligations or
          undertakings expressed to be assumed by it under any of the Security
          Documents (other than those referred to in clauses 10.1.1 and 10.1.2
          above) and, in respect of any such breach or omission which in the
          opinion of the Bank is capable of remedy, such action as the Bank may
          require shall not have been taken within fourteen (14) days of the
          Bank notifying the relevant Security Party of such default and of such
          required action; or

10.1.4    MISREPRESENTATION: any representation or warranty made or deemed to be
          made or repeated by or in respect of the Borrower or any other
          Security Party in or pursuant to any of the Security Documents or in
          any notice, certificate or statement referred to in or delivered under
          any of the Security Documents is or proves to have been incorrect or
          misleading in any material respect; or

10.1.5    CROSS-DEFAULT: any Borrowed Money of any Security Party or any other
          member of the Group is not paid when due or any Borrowed Money of any
          Security Party or any other member of the Group becomes (whether by
          declaration or automatically in accordance with the relevant agreement
          or instrument constituting the same) due and payable prior to the date
          when it would otherwise have become due (unless as a result of the
          exercise by the relevant Security Party or, as the case may be, member
          of the Group of a voluntary right of prepayment), or any creditor of
          any Security Party or any other member of the Group becomes entitled
          to declare any such Borrowed Money due and payable being, in any such
          case in respect of any Borrowed Money of a member of the Group (other
          than the Borrower), an amount, or aggregate amount at any one time, of
          not less than $2,000,000, or any facility or commitment available to
          any Security Party or any other member of the Group relating to
          Borrowed Money being, in any such case in respect of a member of the
          Group (other than the Borrower), an amount, or aggregate amount at any
          one time, of not less than $2,000,000, is withdrawn, suspended or
          cancelled by reason of any default (however described) of the person
          concerned unless the relevant Security Party or, as the case may be,
          member of the Group shall have satisfied the Bank that such
          withdrawal, suspension or cancellation will not affect or prejudice in
          any way the relevant Security Party's or member's of the Group ability
          to pay its debts as they fall due and fund its commitments, or any
          guarantee given by any Security Party or any other member of the Group
          in respect of Borrowed Money is not honoured when due and called upon;
          or

10.1.6    CONSENTS AND AUTHORISATIONS: any consent, authorisation, licence or
          approval of, or registration with or declaration to, governmental or
          public bodies or authorities or courts required by the Borrower or any
          other Security Party to authorise, or required by the Borrower or any
          other Security Party in connection with, the execution, delivery,
          validity, enforceability


                                       27



          or admissibility in evidence of any of the Security Documents or the
          performance by the Borrower or any such Security Party of its
          obligations under any of the Security Documents is modified in a
          manner unacceptable to the Bank or is not granted or is revoked or
          terminated or expires and is not renewed or otherwise ceases to be in
          full force and effect; or

10.1.7    LEGAL PROCESS: any judgement or order made against the Borrower or any
          judgement or order for an amount in excess of $2,000,000 in aggregate
          made against any other Security Party is not stayed or complied with
          within ten (10) days or a creditor attaches or takes possession of, or
          a distress, execution, sequestration or other process is levied or
          enforced upon or sued out against, any of the undertakings, assets,
          rights or revenues of the Borrower or any of the undertakings, assets,
          rights or revenues having an aggregate value of $2,000,000 or more of
          any other Security Party and is not discharged within ten (10) days;
          or

10.1.8    INSOLVENCY: any Security Party or other member of the Group is unable
          or admits inability to pay its debts as they fall due; suspends making
          payments on any of its debts or announces an intention to do so;
          becomes insolvent; has assets the value of which is less than the
          value of its liabilities (taking into account contingent and
          prospective liabilities, but not including any liabilities under the
          Intra-Group Loan Agreement (as such term is defined in the Existing
          Loan Agreement)); or suffers the declaration of a moratorium in
          respect of any of its Indebtedness (if a moratorium occurs, the ending
          of the moratorium will not remedy the Event of Default caused by that
          moratorium); or

10.1.9    REDUCTION OR LOSS OF CAPITAL: a meeting is convened by any Security
          Party or any other member of the Group for the purpose of passing any
          resolution to purchase, reduce or redeem any of its share capital; or

10.1.10   WINDING UP: an order is made or resolution passed for the winding up
          of any Security Party or any other member of the Group or a notice is
          issued convening a meeting for the purpose of passing any such
          resolution or any corporate action, legal proceedings or other
          procedure or step is taken for the purpose of winding-up any Security
          Party or any other member of the Group except any winding-up petition
          which the Borrower can demonstrate, by providing opinion of leading
          Counsel to that effect, to the reasonable satisfaction of the Bank, is
          frivolous or vexatious and such winding-up petition is discharged,
          stayed or dismissed within ten (10) days of commencement or, if
          earlier, the date on which it is advertised; or

10.1.11   ADMINISTRATION: any petition is presented, notice given or other step
          is taken for the purpose of the appointment of an administrator of any
          Security Party or any other member of the Group or the Bank believes
          that any such petition or other step is imminent or an administration
          order is made in relation to any Security Party or any other member of
          the Group; or

10.1.12   APPOINTMENT OF RECEIVERS AND MANAGERS: any administrative or other
          receiver is appointed of any other Security Party or any other member
          of the Group or any part of its assets and/or undertaking or any other
          steps are taken to enforce any Encumbrance over all or any part of the
          assets of any Security Party or any other member of the Group; or

10.1.13   COMPOSITIONS: any corporate action, legal proceedings or other
          procedures or steps are taken, or negotiations commenced, by the
          Borrower or any other Security Party or any other member of the Group
          or by any of its creditors with a view to the general readjustment or
          rescheduling of all or part of its indebtedness or to proposing any
          kind of composition, compromise or arrangement involving such company
          and any of its creditors; or

10.1.14   ANALOGOUS PROCEEDINGS: there occurs, in relation to any Security Party
          or any other member of the Group, in any country or territory in which
          any of them carries on business or to the jurisdiction of whose courts
          any part of their assets is subject, any event which, in the opinion
          of the Bank, appears in that country or territory to correspond with,
          or have an effect equivalent or similar to, any of those mentioned in
          clauses 10.1.7 to 10.1.13 (inclusive) or any Security Party or any
          other Relevant Party otherwise becomes subject, in any such country or
          territory, to the operation of any law relating to insolvency,
          bankruptcy or liquidation; or


                                       28



10.1.15   CESSATION OF BUSINESS: any Security Party or any other member of the
          Group suspends or ceases or threatens to suspend or cease to carry on
          its business except as a result of a disposal which is allowed under
          the Existing Loan Agreement for any member of the Group other than the
          Borrower, the Manager and the Corporate Guarantor; or

10.1.16   INVALIDITY: any of the Security Documents shall at any time and for
          any reason become invalid or unenforceable or otherwise cease to
          remain in full force and effect, or if the validity or enforceability
          of any of the Security Documents shall at any time and for any reason
          be contested by the Borrower or any other Security Party which is a
          party thereto, or if the Borrower or any such Security Party shall
          deny that it has any, or any further, liability thereunder; or

10.1.17   SEIZURE: all or a material part of the undertakings, assets, rights or
          revenues of, or shares or other ownership interests in, any Security
          Party or any other member of the Group are seized, nationalised,
          expropriated or compulsorily acquired by or under the authority of any
          Government Entity; or

10.1.18   UNLAWFULNESS: it becomes impossible or unlawful at any time for any
          Security Party, to fulfil any of the covenants and obligations
          expressed to be assumed by it in any of the Security Documents or for
          the Bank to exercise the rights or any of them vested in it under any
          of the Security Documents or otherwise; or

10.1.19   REPUDIATION: any Security Party repudiates any of the Security
          Documents or does or causes or permits to be done any act or thing
          evidencing an intention to repudiate any of the Security Documents; or

10.1.20   ENCUMBRANCES ENFORCEABLE: any Encumbrance in respect of any of the
          property (or part thereof) which is the subject of any of the Security
          Documents becomes enforceable; or

10.1.21   MATERIAL ADVERSE CHANGE: there occurs, in the reasonable opinion of
          the Bank, a material adverse change in the financial condition of any
          Security Party or any other member of the Group or the consolidated
          financial condition of the Group, in each case by reference to their
          financial condition as described by the Borrower or any other Security
          Party to the Bank in the negotiation of this Agreement or, in the case
          of the Corporate Guarantor, from that set out in the financial
          statements delivered to the Bank pursuant to clause 4.1 of the
          Corporate Guarantee; or

10.1.22   FLAG STATE: the Flag State becomes involved in hostilities or civil
          war or there is a seizure of civil power in the Flag State by
          unconstitutional means if, in any such case such event could in the
          opinion of the Bank reasonably be expected to have a material adverse
          effect on the security constituted by any of the Security Documents
          and the Borrower fails to (a) procure the registration of the Ship
          under the flag of another state which is acceptable to the Bank in its
          sole discretion, (b) procure the execution in favour of the Bank and,
          where necessary, the registration, of a new mortgage over the Ship, a
          new general assignment in respect of the Earnings, the Ship Insurances
          and the Requisition Compensation (each such terms as defined in the
          Ship Security Documents) of the Ship and a manager's undertaking from
          the Manager and the Sub-manager of the Ship, in each case in such form
          as the Bank shall in its absolute discretion require and always of the
          same priority as the previous such Encumbrance and (c) provide the
          Bank or its duly authorised representative with such documents and
          evidence as the Bank may in its sole discretion require, in each case
          within ten (10) Banking Days following the written request of the Bank
          to the Borrower to do so; or

10.1.23   ENVIRONMENTAL CLAIM: the Borrower and/or any other member of the Group
          and/or any of their respective Environmental Affiliates fails to
          comply with any Environmental Law or any Environmental Approval or the
          Ship or any other Relevant Ship is involved in any incident which
          gives rise or which may give rise to an Environmental Claim, if in any
          such case, such non compliance or incident or the consequences thereof
          could (in the opinion of the Bank) reasonably be expected to have a
          material adverse effect on the business, assets, operations, property
          or financial condition of the Borrower or any other Security Party or
          on the security created by any of the Security Documents; or


                                       29



10.1.24   P&I AND THIRD PARTY LIABILITY INSURANCES: the Borrower or any other
          person fails or omits to comply with any requirements of the
          protection and indemnity association or other insurer with which the
          Ship is entered for insurance or insured against protection and
          indemnity risks (including oil pollution risks) to the effect that any
          cover (including, without limitation, liability for Environmental
          Claims arising in jurisdictions where the Ship operates or trades) is
          or may be liable to cancellation, qualification or exclusion at any
          time; or

10.1.25   ARREST: the Ship is arrested, confiscated, seized, taken in execution,
          impounded, forfeited, detained in the exercise or purported exercise
          of any possessory lien or other claim or otherwise taken from the
          possession of the Borrower and the Borrower shall fail to procure the
          release of the Ship within a period of ten (10) Banking Days
          thereafter; or

10.1.26   REGISTRATION: the registration of the Ship under the laws and flag of
          the Flag State is cancelled or terminated; or

10.1.27   SHAREHOLDINGS: there is any change in the legal or ultimate beneficial
          ownership of any of the shares in the Borrower and/or the Corporate
          Guarantor and/or the Manager and/or the Sub-manager from that
          specified in clause 7.1.10; or

10.1.28   ACCOUNTS: any moneys are withdrawn from the Accounts other than in
          accordance with clause 14; or

10.1.29   EXISTING LOAN AGREEMENT: any of the events or circumstances set out in
          clauses 24.1 to 24.8 of the Existing Loan Agreement occurs and is
          continuing; or

10.1.30   TERMINATION OF CHARTER: the Charter is cancelled or terminated or
          becomes frustrated for any reason whatsoever other than expiry by
          effluxion of time or the Ship becoming a Total Loss; or

10.1.31   MATERIAL EVENTS: any other event occurs or circumstance arises which,
          in the opinion of the Bank, is likely materially and adversely to
          affect either (i) the ability of the Borrower or any other Security
          Party to perform all or any of their respective obligations under or
          otherwise to comply with the terms of any of the Security Documents or
          (ii) the security created by any of the Security Documents.

10.2      ACCELERATION

          The Bank may, without prejudice to any other rights of the Bank, at
          any time after the happening of an Event of Default by notice to the
          Borrower declare that:

10.2.1    the obligation of the Bank to make the Commitment available shall be
          terminated, whereupon the Commitment shall be reduced to zero
          forthwith; and/or

10.2.2    the Loan and all interest and commitment commission accrued and all
          other sums payable under the Security Documents have become due and
          payable, whereupon the same shall, immediately or in accordance with
          the terms of such notice, become due and payable.

10.3      DEMAND BASIS

          If, pursuant to clause 10.2.2, the Bank declares the Loan to be due
          and payable on demand, the Bank may by written notice to the Borrower
          (a) call for repayment of the Loan on such date as may be specified
          whereupon the Loan shall become due and payable on the date so
          specified together with all interest and commitment commission accrued
          and all other sums payable under this Agreement or (b) withdraw such
          declaration with effect from the date specified in such notice.


                                       30



11        INDEMNITIES

11.1      MISCELLANEOUS INDEMNITIES

          The Borrower shall on demand indemnify the Bank, without prejudice to
          any of the Bank's other rights under any of the Security Documents
          against any loss (including loss of Margin) or expense which the Bank
          shall certify as sustained or incurred by it as a consequence of:

11.1.1    any default in payment by the Borrower of any sum under any of the
          Security Documents when due; or

11.1.2    the occurrence of any other Event of Default; or

11.1.3    any prepayment of the Loan or part thereof being made under clauses
          4.3, 8.3.1(a), 8.4 or 12.1, or any other repayment or prepayment of
          the Loan or part thereof being made otherwise than on an Interest
          Payment Date relating to the part of the Loan prepaid or repaid; or

11.1.4    the Loan not being made for any reason (excluding any default by the
          Bank) after the Drawdown Notice for the Loan has been given,
          including, in any such case, but not limited to, any loss or expense
          sustained or incurred in maintaining or funding the Loan or any part
          thereof or in liquidating or re-employing deposits from third parties
          acquired to effect or maintain the Loan or any part thereof.

11.2      CURRENCY INDEMNITY

          If any sum due from the Borrower under any of the Security Documents
          or any order or judgement given or made in relation thereto has to be
          converted from the currency (the "FIRST CURRENCY") in which the same
          is payable under the relevant Security Document or under such order or
          judgement into another currency (the "SECOND CURRENCY") for the
          purpose of (a) making or filing a claim or proof against the Borrower,
          (b) obtaining an order or judgement in any court or other tribunal or
          (c) enforcing any order or judgement given or made in relation to any
          of the Security Documents, the Borrower shall indemnify and hold
          harmless the Bank from and against any loss suffered as a result of
          any difference between (i) the rate of exchange used for such purpose
          to convert the sum in question from the first currency into the second
          currency and (ii) the rate or rates of exchange at which the Bank may
          in the ordinary course of business purchase the first currency with
          the second currency upon receipt of a sum paid to it in satisfaction,
          in whole or in part, of any such order, judgement, claim or proof. Any
          amount due from the Borrower under this clause 11.2 shall be due as a
          separate debt and shall not be affected by judgement being obtained
          for any other sums due under or in respect of any of the Security
          Documents and the term "RATE OF EXCHANGE" includes any premium and
          costs of exchange payable in connection with the purchase of the first
          currency with the second currency.

11.3      ENVIRONMENTAL INDEMNITY

          The Borrower shall indemnify the Bank on demand and hold the Bank
          harmless from and against all costs, expenses, payments, charges,
          losses, demands, liabilities, actions, proceedings (whether civil or
          criminal), penalties, fines, damages, judgements, orders, sanctions or
          other outgoings of whatever nature which may be suffered, incurred or
          paid by, or made or asserted against the Bank at any time, whether
          before or after the repayment in full of principal and interest under
          this Agreement, relating to, or arising directly or indirectly in any
          manner or for any cause or reason whatsoever out of an Environmental
          Claim made or asserted against the Bank if such Environmental Claim
          would not have been, or been capable of being, made or asserted
          against the Bank if it had not entered into any of the Security
          Documents and/or exercised any of its rights, powers and discretions
          thereby conferred and/or performed any of its obligations thereunder
          and/or been involved in any of the transactions contemplated by the
          Security Documents.


                                       31



11.4      CENTRAL BANK OR EUROPEAN CENTRAL BANK RESERVE REQUIREMENTS INDEMNITY

          The Borrower shall on demand promptly indemnify the Bank against any
          cost incurred or loss suffered by it as a result of its complying with
          the minimum reserve requirements of the European Central Bank and/or
          with respect to maintaining required reserves with the relevant
          national Central Bank to the extent that such compliance relates to
          the Commitment or the Loan or deposits obtained by it to fund or
          maintain the whole or part of the Loan and such cost or loss is not
          recoverable by the Bank under clause 12.2.

12        UNLAWFULNESS AND INCREASED COSTS

12.1      UNLAWFULNESS

          If it is or becomes contrary to any law or regulation for the Bank to
          advance the Loan or to maintain the Commitment or fund the Loan, the
          Bank shall promptly give notice to the Borrower whereupon (a) the
          Commitment shall be reduced to zero and (b) the Borrower shall be
          obliged to prepay the Loan either (i) forthwith or (ii) on a future
          specified date not being earlier than the latest date permitted by the
          relevant law or regulation together with interest accrued to the date
          of prepayment and all other sums payable by the Borrower under this
          Agreement.

12.2      INCREASED COSTS

          If the result of any change in, or in the interpretation or
          application of, or the introduction of, any law or any regulation,
          request or requirement (whether or not having the force of law, but,
          if not having the force of law, with which the Bank or, as the case
          may be, its holding company habitually complies), including (without
          limitation) those relating to Taxation, capital adequacy, liquidity,
          reserve assets, cash ratio deposits and special deposits, is to:

12.2.1    subject the Bank to Taxes or change the basis of Taxation of the Bank
          with respect to any payment under any of the Security Documents (other
          than Taxes or Taxation on the overall net income, profits or gains of
          the Bank imposed in the jurisdiction in which its principal or lending
          office under this Agreement is located); and/or

12.2.2    increase the cost to, or impose an additional cost on, the Bank or its
          holding company in making or keeping the Commitment available or
          maintaining or funding all or part of the Loan; and/or

12.2.3    reduce the amount payable or the effective return to the Bank under
          any of the Security Documents; and/or

12.2.4    reduce the Bank's or its holding company's rate of return on its
          overall capital by reason of a change in the manner in which it is
          required to allocate capital resources to the Bank's obligations under
          any of the Security Documents; and/or

12.2.5    require the Bank or its holding company to make a payment or forego a
          return on or calculated by reference to any amount received or
          receivable by the Bank under any of the Security Documents; and/or

12.2.6    require any Bank or its holding company to incur or sustain a loss
          (including a loss of future potential profits) by reason of being
          obliged to deduct all or part of its Commitment or the Loan from its
          capital for regulatory purposes;

          then and in each such case:

          (a)  the Bank shall notify the Borrower in writing of such event
               promptly upon its becoming aware of the same; and

          (b)  the Borrower shall on demand pay to the Bank the amount which the
               Bank specifies (in a certificate setting forth the basis of the
               computation of such amount but not including any matters which
               the Bank or its holding company regards as confidential) is
               required


                                       32



               to compensate the Bank and/or (as the case may be) its holding
               company for such liability to Taxes, cost, reduction, payment,
               foregone return or loss.

          For the purposes of this clause 12.2 (a) the Bank may in good faith
          allocate or spread costs and/or losses among its assets and
          liabilities (or any class thereof) on such basis as it considers
          appropriate and (b) "HOLDING COMPANY" means the company or entity (if
          any) which the consolidated supervision of which a Bank is included.

12.3      EXCEPTION

          Nothing in clause 12.2 shall entitle the Bank to receive any amount in
          respect of compensation for any such liability to Taxes, increased or
          additional cost, reduction, payment, foregone return or loss to the
          extent that the same is the subject of an additional payment under
          clause 6.6.

13        SECURITY AND SET-OFF

13.1      APPLICATION OF MONEYS

          All moneys received by the Bank under or pursuant to any of the
          Security Documents and expressed to be applicable in accordance with
          the provisions of this clause 13.1 shall be applied by the Bank in the
          following manner:

13.1.1    first in or toward payment of all unpaid fees, commissions and
          expenses which may be owing to the Bank under any of the Security
          Documents;

13.1.2    secondly in or towards payment of any arrears of interest owing in
          respect of the Loan or any part thereof;

13.1.3    thirdly in or towards repayment of the Loan (whether the same is due
          and payable or not);

13.1.4    fourthly in or towards payment to the Bank for any loss suffered by
          reason of any such payment in respect of principal not being effected
          on an Interest Payment Date relating to the part of the Loan repaid;

13.1.5    fifthly in or towards payment to the Bank of any other sums owing to
          it under any of the Security Documents; and

13.1.6    sixthly the surplus (if any) shall be paid to the Borrower or to
          whomsoever else may be entitled to receive such surplus.

13.2      SET-OFF

13.2.1    The Borrower authorises the Bank (without prejudice to any of the
          Bank's rights at law, in equity or otherwise), at any time and without
          notice to the Borrower, to apply any credit balance to which the
          Borrower is then entitled standing upon any account of the Borrower
          with any branch of the Bank in or towards satisfaction of any sum due
          and payable from the Borrower to the Bank under any of the Security
          Documents. For this purpose, the Bank is authorised to purchase with
          the moneys standing to the credit of such account such other
          currencies as may be necessary to effect such application.

13.2.2    The Bank shall not be obliged to exercise any right given to it by
          this clause 13.2. The Bank shall notify the Borrower forthwith upon
          the exercise or purported exercise of any right of set-off giving full
          details in relation thereto.

13.2.3    Nothing in this clause 13.2 shall be effective to create a charge or
          other security interest.

13.3      FURTHER ASSURANCE

          The Borrower undertakes that the Security Documents shall both at the
          date of execution and delivery thereof and so long as any moneys are
          owing under any of the Security Documents be


                                       33



          valid and binding obligations of the respective parties thereto and
          rights of the Bank enforceable in accordance with their respective
          terms and that it will, at its expense, execute, sign, perfect and do,
          and will procure the execution, signing, perfecting and doing by each
          of the other Security Parties of, any and every such further
          assurance, document, act or thing as in the reasonable opinion of the
          Bank may be necessary or desirable for perfecting the security
          contemplated or constituted by the Security Documents.

13.4      CONFLICTS

          In the event of any conflict between this Agreement and any of the
          other Borrower's Security Documents, the provisions of this Agreement
          shall prevail.

14        ACCOUNTS

14.1      GENERAL

          The Borrower undertakes with the Bank that it will:

14.1.1    on or before the Drawdown Date, open each of the Accounts; and

14.1.2    procure that all moneys payable to the Borrower in respect of the
          Earnings (as defined in the General Assignment) of the Ship shall,
          unless and until the Bank directs to the contrary pursuant to clause
          2.1.1 of the General Assignment, be paid to the Operating Account
          Provided however that if any of the moneys paid to the Operating
          Account are payable in a currency other than Dollars, the Bank shall
          convert such moneys into Dollars at the Bank's spot rate of exchange
          at the relevant time for the purchase of Dollars with such currency
          and the term "SPOT RATE OF EXCHANGE" shall include any premium and
          costs of exchange payable in connection with the purchase of Dollars
          with such currency.

14.2      OPERATING ACCOUNT: WITHDRAWALS

          Unless the Bank otherwise agrees in writing, the Borrower shall not be
          entitled to withdraw any moneys from the Operating Account at any time
          from the date of this Agreement and so long as any moneys are owing
          under the Security Documents save that, unless and until a Default
          shall occur and the Bank shall direct to the contrary, the Borrower
          may withdraw moneys from the Operating Account for the following
          purposes:

14.2.1    to transfer to the Retention Account on each Retention Date all or
          part of the Retention Amount for such Retention Date;

14.2.2    to pay any amount to the Bank in or towards payments of any
          instalments of interest or principal or any other amounts then payable
          pursuant to the Security Documents;

14.2.3    to pay the proper and reasonable operating expenses of the Ship; and

14.2.4    to pay the proper and reasonable expenses of administering its
          affairs.

14.3      RETENTION ACCOUNT: CREDITS AND WITHDRAWALS

14.3.1    The Borrower hereby undertakes with the Bank that it will, from the
          date of this Agreement and so long as any moneys are owing under the
          Security Documents, on each Retention Date pay to the Bank for credit
          to the Retention Account, the Retention Amount for such Retention Date
          provided however that, to the extent that there are moneys standing to
          the credit of the Operating Account such moneys shall, up to an amount
          equal to the Retention Amount be transferred to the Retention Account
          on that Retention Date (and the Borrower hereby irrevocably authorises
          the Bank to effect each such transfer) and to that extent the
          Borrower's obligations to make the payments referred to in this clause
          14.3.1 shall have been fulfilled upon such transfer being effected.

14.3.2    Unless and until there shall occur an Event of Default (whereupon the
          provisions of clause 14.4 shall apply), all Retention Amounts credited
          to the Retention Account together with


                                       34



          interest from time to time accruing or at any time accrued thereon
          shall be applied by the Bank (and the Borrower hereby irrevocably
          authorises the Bank so to apply the same) upon each Repayment Date,
          and on each day that interest is payable pursuant to clause 3.1, in or
          towards payment to the Bank of the instalment then falling due for
          repayment or (as the case may be) the amount of interest then due.
          Each such application by the Bank shall constitute a payment in or
          towards satisfaction of the Borrower's corresponding payment
          obligations under this Agreement but shall be strictly without
          prejudice to the obligations of the Borrower to make any such payment
          to the extent that the aforesaid application by the Bank is
          insufficient to meet the same.

14.3.3    Unless the Bank otherwise agrees in writing, the Borrower shall not be
          entitled to withdraw any moneys from the Retention Account at any time
          from the date of this Agreement and so long as any moneys are owing
          under the Security Documents.

14.4      APPLICATION OF ACCOUNTS

          At any time after the occurrence of an Event of Default, the Bank may,
          without notice to the Borrower, apply all moneys then standing to the
          credit of the Accounts (together with interest from time to time
          accruing or accrued thereon) in or towards satisfaction of any sums
          due to the Bank under the Security Documents in the manner specified
          in clause 13.1.

14.5      ACCOUNT TERMS

          The Accounts are to be managed under, and pursuant to, the Bank's
          electronic banking system. Amounts standing to the credit of the
          Accounts shall (unless otherwise agreed between the Bank and the
          Borrower) bear interest at the rates from time to time offered by the
          Bank to its customers for Dollar deposits in comparable amounts for
          comparable periods. Interest shall accrue on the Accounts from day to
          day and be calculated on the basis of actual days elapsed and a three
          hundred and sixty (360) day year and shall be credited to the Accounts
          at such times as the Bank and the Borrower shall agree.

14.6      PLEDGING OF ACCOUNTS

          The Accounts and all amounts from time to time standing to the credit
          thereof shall be subject to the security constituted and the rights
          conferred by the Account Pledges.

15        ASSIGNMENT, TRANSFER AND LENDING OFFICE

15.1      BENEFIT AND BURDEN

          This Agreement shall be binding upon, and shall enure for the benefit
          of, the Bank and the Borrower and their respective successors in
          title.

15.2      NO ASSIGNMENT BY BORROWER

          The Borrower may not assign or transfer any of its rights or
          obligations under this Agreement.

15.3      ASSIGNMENT BY BANK

          The Bank may assign all or any part of its rights under this Agreement
          or under any of the other Security Documents to any other bank or
          financial institution (an "ASSIGNEE") without the prior consent of the
          Borrower.

15.4      TRANSFER

          The Bank may transfer all or any part of its rights, benefits and/or
          obligations under this Agreement and/or any of the other Security
          Documents to any one or more banks or other financial institutions (a
          "TRANSFEREE"), without the prior consent of the Borrower; provided the
          Transferee, by delivery of such undertaking as the Bank may approve,
          becomes bound by the terms of this Agreement and agrees to perform all
          or, as the case may be, part of the Bank's obligations under this
          Agreement.


                                       35



15.5      DOCUMENTING ASSIGNMENTS AND TRANSFERS

          If the Bank assigns all or any part of its rights or transfers all or
          any part of its rights, benefits and/or obligations as provided in
          clause 15.3 or clause 15.4, the Borrower undertakes, immediately on
          being requested to do so by the Bank and at the cost of the Borrower,
          to enter into, and procure that the other Security Parties shall enter
          into, such documents as may be necessary or desirable to transfer to
          the Assignee or Transferee all or the relevant part of the Bank's
          interest in the Security Documents and all relevant references in this
          Agreement to the Bank shall thereafter be construed as a reference to
          the Bank and/or its Assignee or Transferee (as the case may be) to the
          extent of their respective interests PROVIDED HOWEVER that if either
          the Bank or a Transferee, prior to any transfer or assignment under
          this clause 15 taking place, requires that this Agreement and the
          Security Documents are amended in order to be in a syndicated form
          (namely with an agent, security agent, majority banks and other
          clauses relevant to a loan agreement where a syndicate of banks acts
          as lender), then the Borrower hereby undertakes, at the Borrower's
          cost, to promptly do all such acts or execute all such documents
          (including assignments, transfers, mortgages, charges, notices and
          instructions) as the Bank may specify (and in such form as the Bank
          may require) and to procure that the Corporate Guarantor and the
          Manager shall promptly do all such acts or execute all such documents
          (including assignments, transfers, mortgages, charges, notices and
          instructions) as the Bank may specify (and in such form as the Bank
          may require), in either case for the purpose of amending this
          Agreement and the other Security Documents accordingly.

15.6      LENDING OFFICE

          The Bank shall lend through its office at the address specified in the
          definition of "Bank" in clause 1.2 or through any other office of the
          Bank selected from time to time by it through which the Bank wishes to
          lend for the purposes of this Agreement. If the office through which
          the Bank is lending is changed pursuant to this clause 15.6, the Bank
          shall notify the Borrower promptly of such change.

15.7      SYNDICATION

          Without prejudice to any of the provisions of this clause 15, the
          Borrower shall provide assistance to the Bank in the primary
          syndication of the Loan (including, without limitation, by making
          appropriate personnel available for the purpose of making
          presentations to, or meeting, potential lending institutions) and
          shall comply with all reasonable requests for information from
          potential syndicate members prior to completion of syndication.

15.8      DISCLOSURE OF INFORMATION

          The Bank may disclose to a prospective assignee, transferee or to any
          other person who may propose entering into contractual relations with
          the Bank in relation to this Agreement such information about the
          Borrower and any other Security Party as the Bank shall consider
          appropriate.

16        NOTICES AND OTHER MATTERS

16.1      NOTICES

          Every notice, request, demand or other communication under this
          Agreement or (unless otherwise provided therein) under any of the
          other Security Documents shall:

16.1.1    be in writing delivered personally or by first-class prepaid letter
          (airmail if available) or facsimile transmission or other means of
          telecommunication in permanent written form;

16.1.2    be deemed to have been received, subject as otherwise provided in the
          relevant Security Document, in the case of a letter, when delivered
          personally or three (3) days after it has been put in the post and, in
          the case of a facsimile transmission or other means of
          telecommunication in permanent written form, at the time of despatch
          (provided that if the date of despatch is not a business day in the
          country of the addressee or if the time of


                                       36



          despatch is after the close of business in the country of the
          addressee it shall be deemed to have been received at the opening of
          business on the next such business day); and

16.1.3    be sent:

          (a)  if to the Borrower at:

               c/o Navios ShipManagement Inc.
               85 Akti Miaouli
               185 38 Piraeus
               Hellenic Republic

               Fax No: +30 210 45 31 984
               Attention: Mrs Vasiliki Papaefthymiou

          (b)  if to the Bank at:

               HSH Nordbank AG
               Gerhart-Hauptmann-Platz 50
               20095 Hamburg
               Federal Republic of Germany

               Fax No: +49 40 3333 34 118
               Attention: Shipping; Greek Clients

          or to such other address and/or numbers as is notified by one party to
          the other party under this Agreement.

16.2      NO IMPLIED WAIVERS, REMEDIES CUMULATIVE

          No failure or delay on the part of the Bank to exercise any power,
          right or remedy under any of the Security Documents shall operate as a
          waiver thereof, nor shall any single or partial exercise by the Bank
          of any power, right or remedy preclude any other or further exercise
          thereof or the exercise of any other power, right or remedy. The
          remedies provided in the Security Documents are cumulative and are not
          exclusive of any remedies provided by law.

16.3      ENGLISH LANGUAGE

          All certificates, instruments and other documents to be delivered
          under or supplied in connection with any of the Security Documents
          shall be in the English language or shall be accompanied by a
          certified English translation upon which the Bank shall be entitled to
          rely.

17        GOVERNING LAW AND JURISDICTION

17.1      LAW

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

17.2      SUBMISSION TO JURISDICTION

          The Borrower agrees, for the benefit of the Bank, that any legal
          action or proceedings arising out of or in connection with this
          Agreement against the Borrower or any of its assets may be brought in
          the English courts. The Borrower irrevocably and unconditionally
          submits to the jurisdiction of such courts and irrevocably designates,
          appoints and empowers Holman, Fenwick & Willan at present of Marlow
          House, Lloyd's Avenue, London EC3N 3AL, England to receive for it and
          on its behalf, service of process issued out of the English courts in
          any such legal action or proceedings. The submission to such
          jurisdiction shall not (and shall not be construed so as to) limit the
          right of the Bank to take proceedings against the Borrower in the
          courts of any other competent jurisdiction nor shall the taking of
          proceedings in any one or more jurisdictions preclude the taking of
          proceedings in any other jurisdiction, whether concurrently or not.
          The


                                       37



          parties further agree that only the Courts of England and not those of
          any other State shall have jurisdiction to determine any claim which
          the Borrower may have against the Bank arising out of or in connection
          with this Agreement.

17.3      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

          No term of this Agreement is enforceable under the Contracts (Rights
          of Third Parties) Act 1999 by a person who is not a party to this
          Agreement.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to
be duly executed on the date first above written.


                                       38



                                   SCHEDULE 1

                             FORM OF DRAWDOWN NOTICE

                           (referred to in clause 2.2)

To:  HSH NORDBANK AG
     Gerhart-Hauptmann-Platz 50
     20095 Hamburg
     Federal Republic of Germany

                                                                        [o] 2006

U.S.$19,500,000 LOAN
LOAN AGREEMENT DATED [o] 2006 (THE "LOAN AGREEMENT")

We refer to the Loan Agreement and hereby give you notice that we wish to draw
down the Loan, namely $[19,500,000] on [o] 2006 and select a first Interest
Period in respect thereof of [o] months. The funds should be credited as
follows: [INSERT DETAILS]

We confirm that:

(a)  no event or circumstance has occurred and is continuing which constitutes a
     Default;

(b)  the representations and warranties contained in (i) clauses 7.1 and 7.2 of
     the Loan Agreement and (ii) clauses 4.1 and 4.2 of the Corporate Guarantee,
     are true and correct at the date hereof as if made with respect to the
     facts and circumstances existing at such date;

(c)  the borrowing to be effected by the drawdown of the Loan will be within our
     corporate powers, has been validly authorised by appropriate corporate
     action and will not cause any limit on our borrowings (whether imposed by
     statute, regulation, agreement or otherwise) to be exceeded; and

(d)  there has been no material adverse change in our financial position nor in
     the consolidated financial position of the Corporate Guarantor from that
     described by us or any other Security Party to the Bank in the negotiation
     of the Loan Agreement.

Words and expressions defined in the Loan Agreement shall have the same meanings
where used herein.


-------------------------------------
For and on behalf of
STAR MARITIME ENTERPRISES CORPORATION


                                       39



                                   SCHEDULE 2
         DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT TO THE
                                 LOAN BEING MADE

                           (referred to in clause 9.1)

                                     PART 1

1    CONSTITUTIONAL DOCUMENTS

     Copies, certified by an officer of each Security Party as true, complete
     and up to date copies of all documents which contain or establish or relate
     to the constitution of that Security Party;

2    CORPORATE AUTHORISATIONS

     copies of resolutions of the directors and certificates of resolutions of
     the shareholders of each Security Party approving such of the Underlying
     Documents and the Security Documents to which such Security Party is, or is
     to be, a party and authorising the signature, delivery and performance of
     such Security Party's obligations thereunder, certified (in a certificate
     dated no earlier than five (5) Banking Days prior to the date of this
     Agreement) by an officer of such Security Party as:

2.1  being true and correct;

2.2  being duly passed at meetings of the directors of such Security Party and
     of the shareholders of such Security Party each duly convened and held;

2.3  not having been amended, modified or revoked; and

2.4  being in full force and effect,

     together with originals or certified copies of any powers of attorney
     issued by any Security Party pursuant to such resolutions;

3    SPECIMEN SIGNATURES

     copies of the signatures of the persons who have been authorised on behalf
     of each Security Party to sign such of the Underlying Documents and the
     Security Documents to which such Security Party is, or is to be, party and
     to give notices and communications, including notices of drawing, under or
     in connection with the Security Documents, certified (in a certificate
     dated no earlier than five (5) Banking Days prior to the date of this
     Agreement) by an officer of such Security Party as being the true
     signatures of such persons;

4    CERTIFICATE OF INCUMBENCY

     a list of directors and officers of each Security Party specifying the
     names and positions of such persons, certified (in a certificate dated no
     earlier than five (5) Banking Days prior to the date of this Agreement) by
     an officer of such Security Party to be true, complete and up to date;

5    BORROWER'S CONSENTS AND APPROVALS

     a certificate (dated no earlier than five (5) Banking Days prior to the
     date of this Agreement) from an officer of the Borrower that no consents,
     authorisations, licences or approvals are necessary for the Borrower to
     authorise or are required by the Borrower in connection with the borrowing
     by the Borrower of the Loan pursuant to this Agreement or the other
     Borrower's Security Documents;


                                       40



6    OTHER CONSENTS AND APPROVALS

     a certificate (dated no earlier than five (5) Banking Days prior to the
     date of this Agreement) from an officer of each Security Party (other than
     the Borrower) that no consents, authorisations, licences or approvals are
     necessary for such Security Party to guarantee and/or grant security for
     the borrowing by the Borrower of the Commitment pursuant to this Agreement
     and execute, deliver and perform the Security Documents insofar as such
     Security Party is a party thereto;

7    SECURITY DOCUMENTS

     the Account Pledges and the Corporate Guarantee each duly executed;

8    CERTIFIED UNDERLYING DOCUMENTS

     a copy, certified (in a certificate dated no earlier than five (5) Banking
     Days prior to the date of this Agreement) as a true and complete copy by an
     officer of the Borrower of the Contract, the Sub-manager's Undertaking and
     the Management Agreement;

9    BORROWER'S PROCESS AGENT

     a letter from the Borrower's agent for receipt of service of proceedings
     referred to in clause 17.2 accepting its appointment under the said clause
     and under each of the other Security Documents in which it is or is to be
     appointed as the Borrower's agent;

10   SECURITY PARTIES' PROCESS AGENT

     a letter from each Security Party's agent for receipt of service of
     proceedings accepting its appointment under each of the Security Documents
     in which it is or is to be appointed as such Security Party's agent;

11   VALUATION

     two valuations of the Ship made in accordance with clause 8.3.2 and dated
     not more than five (5) Banking Days prior to the date of the Drawdown
     Notice, showing a market value of the Ship in all respects acceptable to
     the Bank;

12   ACCOUNTS

     evidence that each of the Accounts has been opened, together with duly
     completed mandate forms in respect thereof; and

13   FURTHER MATTERS OR OPINIONS

     any such other matter or further opinion as may be required by the Bank.


                                       41



                                     PART 2

1    DRAWDOWN NOTICE

     The Drawdown Notice duly executed;

2    SHIP CONDITIONS

     Evidence that the Ship:

2.1  REGISTRATION AND ENCUMBRANCES

     is registered in the name of the Borrower through the Registry under the
     laws and flag of the Flag State and that the Ship and its Earnings,
     Insurances and Requisition Compensation (each such term as defined in the
     General Assignment) are free of Encumbrances;

2.2  CLASSIFICATION

     maintains the Classification free of all requirements and recommendations
     of the Classification Society; and

2.3  INSURANCE

     is insured in accordance with the provisions of the Ship Security Documents
     and all requirements of the Ship Security Documents in respect of such
     insurance have been complied with (including without limitation,
     confirmation from the protection and indemnity association or other insurer
     with which the Ship is, or is to be, entered for insurance or insured
     against protection and indemnity risks (including oil pollution risks) that
     any necessary declarations required by the association or insurer for the
     removal of any oil pollution exclusion have been made and that any such
     exclusion does not apply to the Ship);

3    SHIP SECURITY DOCUMENTS

     the Ship Security Documents duly executed;

4    TITLE AND DELETION

     evidence that the transfer of title to the Ship from the Seller to the
     Borrower has been duly recorded at the Registry free of Encumbrances and
     that the prior registration of the Ship (if any) in the name of the Seller
     has been cancelled or will be cancelled within thirty (30) days from the
     Delivery Date;

5    MORTGAGE REGISTRATION

     evidence that the Mortgage over the Ship has been registered against the
     Ship through the Registry under the laws and flag of the Flag State;

6    NOTICES OF ASSIGNMENT

     copies of duly executed notices of assignment required by the terms of the
     Ship Security Documents and in the forms prescribed by the Ship Security
     Documents;

7    FEES AND COMMISSIONS

     evidence that the arrangement fee due under clause 5.1 and the commitment
     commission due under clause 5.1.2 have both been paid in full;


                                       42



8    SECURITY PARTIES' PROCESS AGENT

     a letter from each Security Party's agent for receipt of service of
     proceedings accepting its appointment under each of the Security Documents
     in which it is or is to be appointed as such Security Party's agent;

9    PANAMANIAN OPINION

     an opinion of Messrs. Patton, Moreno & Asvat, special legal advisers on
     matters of Panamanian law, to the Bank;

10   MARSHALL ISLANDS OPINION

     an opinion of Messrs. Reeder & Simpson P.C., special legal advisers on
     matters of Marshall Islands law, to the Bank;

11   BILL OF SALE AND DELIVERY DOCUMENTS

     a copy, certified as a true and complete copy by an officer of the
     Borrower, of a duly executed and notarised/legalised bill of sale in
     respect of the Ship evidencing the Contract Price and the other delivery
     documents duly executed and exchanged pursuant to the Contract;

12   READINESS AND PAYMENT OF CONTRACT PRICE

     evidence that the Ship is in all respects ready for Delivery and that the
     Contract Price has been paid in full;

13   SMC/DOC

     a copy, certified (in a certificate dated no earlier than five (5) Banking
     Days prior to the date of this Agreement) as a true and complete copy by an
     officer of the Borrower of the DOC issued to the Operator and the SMC for
     the Ship;

14   SURVEY REPORT

     to deliver to the Bank a report prepared by surveyors or inspectors
     acceptable to the Bank in relation to the seaworthiness and safe operation
     of the Ship, such report to be acceptable to the Bank in its sole
     discretion;

15   ISPS CODE COMPLIANCE

15.1 evidence satisfactory to the Bank that the Ship is subject to a ship
     security plan which complies with the ISPS Code; and

15.2 a copy certified (in a certificate dated no earlier than five (5) Banking
     Days prior to the Drawdown Date) as a true and complete copy by an officer
     of the Borrower of the ISSC for the Ship and the continuous synopsis record
     required by the ISPS Code in respect of the Ship; and

16   FURTHER MATTERS OR OPINIONS

     any such other matter or further opinion as may be required by the Bank.


                                       43



                                   SCHEDULE 3

                           FORM OF CORPORATE GUARANTEE


                                       44



                                   SCHEDULE 4

                                FORM OF MORTGAGE


                                       45



                                   SCHEDULE 5

                           FORM OF GENERAL ASSIGNMENT


                                       46



                                   SCHEDULE 6

                          FORM OF MANAGER'S UNDERTAKING


                                       47



SIGNED by Georgia Babanara                    )
for and on behalf of                          )         ------------------------
STAR MARITIME ENTERPRISES CORPORATION         )         Attorney-in-Fact
                                              )

SIGNED by                                     )
for and on behalf of                          )         ------------------------
HSH NORDBANK AG                               )         Attorney-in-Facty




                                       48