EX-10.1 18 file009.htm AMENDED AND RESTATED MANAGEMENT AGREEMENT

                                                                        Exhibit 10.1

                            STEALTH MARITIME CORPORATION S.A.
                        AMENDED AND RESTATED MANAGEMENT AGREEMENT

                                    TABLE OF CONTENTS

    1.   APPOINTMENT

    2.   TERM

    3.   THE MANAGER'S GENERAL OBLIGATIONS

    4.   MANAGER'S POWERS

    5.   TECHNICAL MANAGEMENT SERVICES

         *CREWING

         *REPAIRS

    6.   COMMERCIAL MANAGEMENT SERVICES

         *SALE AND PURCHASE

         *CHARTERS

         *OPERATIONS AND FREIGHT COLLECTION

         *INSURANCE

         *ACCOUNTING

         *AUDITING

         *BUDGETS AND MANAGEMENT OF FUNDS

    7.   ADMINISTRATION

    8.   EXECUTIVE OFFICER SERVICES

    9.   REMUNERATION

    10.  INDEMNITY

    11.  HIMALAYA

    12.  FORCE MAJEURE

    13.  TERMINATION

    14.  MODIFICATION

    15.  ASSIGNABILITY OF AGREEMENT

    16.  CONFIDENTIALITY

    17   GOVERNING LAW

    18.  ARBITRATION

    19.  NOTICES

    20.  ENTIRE AGREEMENT

                                                                              PAGE 1

                        AMENDED AND RESTATED MANAGEMENT AGREEMENT

    This Amended and Restated Agreement is made as of June 20, 2005 between
    STEALTHGAS INC. of the Marshall Islands (the "Owner") and the companies
    (collectively called the "Subsidiaries") identified from time to time on
    Schedule A hereto (the "Schedule"), and STEALTH MARITIME CORPORATION S.A. of
    Liberia (the "Manager").

    Whereas

             (A)      The Subsidiaries are the registered owners of the ships (the
                      "Vessels") particularly described in Schedule A annexed
                      hereto, as such Schedule may be amended from time to time.

             (B)      The Owner, the Subsidiaries and the Manager entered into a
                      Management Agreement, dated as of December 23, 2004 (the
                      "Appointment Date"), pursuant to which the Manager has been
                      providing technical and commercial management services in
                      respect of the Vessels.

             (C)      The Owner desires the Manager to also provide the services of
                      a chief executive officer and chief financial officer of the
                      Owner (the "Executive Officer Arrangements").

             (D)      The parties desire to amend and restate the terms and
                      conditions of the Management Agreement to include the
                      Executive Officer Arrangements, and to adopt this Agreement to
                      supersede and replace the Management Agreement as the
                      agreement governing the technical and commercial management of
                      the Vessels.

    Now therefore the parties hereto agree as follows:

    1.       APPOINTMENT

    The Manager is hereby appointed by Owner as technical and commercial manager and
    hereby accepts such appointment on the terms and conditions of this Agreement.

    1.0.1    With effect from the date hereof and continuing unless and until
             terminated as provided herein, the Owner hereby appoints the Manager,
             and the Manager hereby agrees to act as, Manager of each Vessel.

    1.0.2    The Manager undertakes to use its best endeavors to provide its
             Management Services specified in clauses 5, 6 and 7 of this Agreement,
             on behalf of the Owner in accordance with sound ship management
             practice.

    1.0.3    The Manager may, with the consent of StealthGas Inc., appoint any
             person or entity (the "Sub-Managers"), at any time throughout the
             duration of this Agreement, to discharge any of the Manager's duties.

    2.       TERM

             This Agreement shall come into effect on the date hereof and shall
             continue for a period of five years from the Appointment Date.
             Thereafter it shall be extended on a year to year basis unless either
             party hereto, at least six months' prior to the end of the then current
             term, shall give written notice to the other that it wishes to
             terminate this Agreement at the end of the then current term.

    3.       THE MANAGER'S GENERAL OBLIGATIONS

    3.0.1    Manager shall, on behalf of Owner, attend to the day-to-day technical
             and commercial management of each Vessel in accordance with sound
             technical and commercial shipping industry standards.

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    3.0.2    In the exercise of its duties hereunder Manager shall act fully in
             accordance with the reasonable policies, guidelines and instructions
             from time to time communicated to it by Owner and serve Owner
             faithfully and diligently in the performance of this Agreement,
             according to technical and commercial shipping industry standards.

    3.0.3    In the performance of this Agreement, Manager shall protect the
             interests of Owner in all matters directly or indirectly relating to
             each Vessel.

    3.0.4    Manager shall ensure that adequate manpower is employed by it to
             perform its obligations under this agreement. Insofar as practicable,
             it shall use its best efforts to ensure fair distribution of available
             manpower, supplies and services as between each Vessel and all other
             vessels under its management (each, an "Other Vessel").

    3.0.5    The Manager will provide to the Owner the services of the Owner's chief
             executive officer ("CEO") and chief financial officer ("CFO") during
             the term of this Agreement, for which the Owner will reimburse the
             Manager for the full amount of compensation paid to the Owner's CEO and
             CFO by the Manager.

    4.       MANAGER'S POWER

    4.0.1    Manager is entitled to carry out its duties under the terms of this
             Agreement as provided in relative clauses herein as Owner's agent at
             its own discretion.

    4.0.2    In the performance of this Agreement, Manager shall be authorized to
             perform the services described in Clauses 5 and 6 and to do all such
             things or take all such actions related to such performance in
             accordance with technical and commercial industry standards.

    4.0.3    Manager is under no circumstances authorized to mortgage or otherwise
             encumber each Vessel, as security for loans or other amounts due. To
             the extent permitted by law, Manager will take all reasonable measures
             to avoid creating liens on each Vessel for services or necessaries,
             which are not the responsibility of Owner.

    5.       TECHNICAL MANAGEMENT SERVICES

             *CREW

    5.0.1    The Manager shall provide adequate and properly qualified Crew for each
             Vessel as required by the Owners, provision of which includes but is
             not limited to the following functions:

             o        Employment of master, officers, and crew (hereinafter
                      collectively referred to as the "Crew" for each Vessel);

             o        Arrangement of transportation of the Crew, including
                      repatriation;

             o        Training of the Crew;

             o        Supervision of the efficiency of the Crew and administration
                      of all other Crew matters such as planning for the manning of
                      each Vessel;

             o        Arrangement for payment of the Crew;

             o        Arrangements and administration of pensions and Crew
                      insurance;

             o        Discipline and union negotiations;

             o        Enforcement of appropriate standing orders.

                                                                              PAGE 3

             *REPAIRS AND MAINTENANCE

    The Manager shall provide technical management, which includes, but is not
    limited to the following functions:

    5.0.2    Provisions of competent personnel to supervise the maintenance and
             general efficiency of each Vessel;

    5.0.3    Arrangement and supervision of drydockings, repairs, alterations and
             upkeep of each Vessel to the standards required by the Owner provided
             that the Manager shall be entitled to incur the necessary expenditure
             to ensure that each Vessel will comply with all requirements and
             recommendations of the classification society and with the laws and
             regulations of the country of registry of each Vessel and of the places
             where each Vessel trades;

    5.0.4    Arrangement of the supply of necessary provisions, stores, spares and
             lubricating oil;

    5.0.5    Appointment of surveyors and technical consultants as the Manager may
             consider from time to time to be necessary;

    5.0.6    Development, implementation and maintenance of a Safety Management
             System (SMS) in accordance with ISM Code;

    5.0.7    Maintaining each Vessel in such condition as to be acceptable to major
             charterers as well oil majors' vetting standards, if required;

    5.0.8    Arranging surveys (including oil major vetting) associated with the
             commercial operation of each Vessel.

    6        COMMERCIAL MANAGEMENT SERVICES

    6.01     The Manager shall identify vessels for purchase, perform class records
             review and physical inspection and make recommendation to the Owner as
             to whether any vessel should be bought. Any costs incurred by the
             Manager for inspection of such vessel for possible purchase to be fully
             reimbursed by the Owner.

    6.02     After approval has been granted by the Owner for the purchase of the
             identified vessel, the Manager shall on behalf of the Owner proceed to
             purchase same under the best possible terms and conditions in
             accordance with industry standards.

    6.03     Manager shall perform all functions necessary to allow Owners to take
             physical delivery of the vessel and proceed with commercially managing
             the same.

    6.04     Manager shall also sell vessel(s) on behalf of the Owner at the Owner's
             request.

    6.05     Manager shall proceed to market the vessel for sale, solicit offers,
             negotiate the sale of any of the Owner's vessels under the best
             possible terms and conditions in accordance with industry standards.

    6.06     Manager shall perform all functions necessary to enable the owner to
             physically deliver the vessel to her contractual buyer.

             *CHARTERS

    6.07     Seek and negotiate employment for each Vessel under voyage or period
             charter or under any other form of contract and on behalf of the Owner
             to approve, conclude and execute any such contract.

    6.08     Manager shall have the authority to fix voyage charters in accordance
             with the trading restrictions defined in Clause 6.10.

                                                                              PAGE 4

    6.09     Fix the Vessels and Manager's Other Vessel in a fair manner.

    6.10     Manager will use due diligence to ensure that each Vessel will be
             employed between safe ports, safe anchorages and safe berths, so far as
             this can be established by exercising due diligence.

             Manager will include in the Charter Parties an appropriate War Risks
             Clause, Clause Paramount and any other Owner's protective clauses where
             applicable in accordance with the custom of trade.

    6.11     To arrange the scheduling of each Vessel according to the terms of the
             Vessel's employment.

    6.12     To carry out all necessary communications with shippers, charterers and
             other involved with their receiving and handling of each Vessel at the
             loading and discharging ports, including notices required under the
             terms of the Vessel's employment.

             On behalf of and in the name of the Owner to issue or cause to be
             issued to shippers customary bills of lading or other documents
             required under the terms of the Vessels' employment.

             Owner authorizes Manager to permit cargo discharge in accordance with
             Letter of Indemnities issued, or invocation of same, and signed by the
             charters and/or bank, working as per Owner's P&I club.

    6.13     To invoice on behalf of Owner all freights and other sums due to Owner
             and accounts receivables arising from the operation of the Vessels. To
             give receipts therefore, to make any and all claims for monies due to
             Owner and to issue releases upon receipt of payment of such claims and
             in connection with the settlement of such claims.

             To furnish the Master of each Vessel appropriate voyage instructions
             and monitor voyage performance. Manager will use its best efforts to
             achieve the most economical, efficient and quick dispatch of each
             Vessel between ports and at ports and terminals.

    6.14     With prior consent of Owner, to institute, defend, intervene in,
             settle, compromise or abandon any legal proceedings by or against Owner
             or by or against each Vessel or which in any way concerns each Vessel,
             their freight, earnings and disbursements or concerning the crews and
             officers on board each Vessel and for the purposes of this clause the
             expression "Legal Proceedings" shall include arbitration, civil
             regulatory and criminal proceedings of all kinds. The handling of all
             such claims and legal matters shall always be consistent with the
             instructions and requirements of each Vessel's P&I club, Hull
             Underwriters, or other insurers.

             To provide Owner with the following services:

             o        Appoint and negotiate fees for vessel husbandry agents at
                      ports when necessary.

             o        Negotiate, arrange and stem fuel requirements as required for
                      intended trading.

             o        Arranging berths or anchorages.

             o        Arranging for entry and clearance of each Vessel and all other
                      services relating to each Vessel's movements at port,
                      including tugs and pilots.

             o        Preparing laytime statements and or hire statements including
                      obtaining port documents and expense supports necessary for
                      such calculation.

             *INSURANCE

    6.15     The Manager shall arrange such insurances as the Owner shall have
             instructed and agreed, in particular as regards insured values,
             deductibles and franchises.

                                                                              PAGE 5

             All insurance policies shall be in the joint names of Owner and Manager
             provided that, unless the Manager gives express prior consent, no
             liability to pay premiums or P&I calls shall be imposed on the Manager,
             notwithstanding the restrictions on P&I cover which would thereby
             result.

             *ACCOUNTING AND REPORTING

    6.16     The Manager shall:

             Establish an accounting system which meets the requirements of
             applicable law and provide regular accounting services, supply regular
             reports and records in accordance herewith;

             Establish an effective system of internal controls as required by
             applicable law;

             Maintain the records of all costs and expenditures incurred hereunder
             as well as data necessary or proper for the settlement of accounts
             between the parties;

             Assist the Owner with the preparation of any and all registration
             statements, periodic or other reports, proxy statements and other
             documents as may be required by applicable law.

             *AUDITING

    6.17     The Manager shall at all times maintain and keep true and correct
             accounts and shall make the same available for inspection and auditing
             by the Owner and such times as may be mutually agreed.

             *BUDGETS AND THE MANAGEMENT OF FUNDS

    6.18     The Manager shall present to the Owner annually a budget for the
             following twelve months in such form as the Owner requires. Annual
             budgets shall be prepared by the Manager and submitted to the Owner not
             less than one month before the anniversary date of the Manager's
             financial year.

             The Owner shall indicate to the Manager its acceptance and approval of
             the annual budget within one month of presentation and in the absence
             of any such indication the Manager shall be entitled to assume that the
             Owner has accepted the said budget.

             Following the agreement of the budget, the Manager shall prepare and
             present to the Owner its estimated working capital requirement of each
             Vessel and the Manager shall each month update this estimate. Based
             thereon, the Manager shall each month request that the Owner provide
             the funds required to run each Vessel for the ensuing month, including
             the payment of any occasional or extraordinary items of expenditure,
             such as emergency repair costs, additional insurance premiums, bunkers
             or provisions. Such funds shall be received by the Manager within ten
             days after the receipt of such request and shall be held to the credit
             of the Owner in a separate account.

             The Owner shall place with the Manager for the duration of this
             Agreement an amount equal to one month's estimated running expenses as
             a working capital reserve. Upon termination of this Agreement all
             moneys remaining within the working capital reserve shall be returned
             to the Owner subject to the terms and conditions of this Agreement.

             The Manager shall produce a quarterly comparison between budgeted and
             actual expenditure of each Vessel, if required to do so by the Owner.

             Notwithstanding anything contained herein, the Manager shall in no
             circumstances be required to use or commit its own funds to finance the
             provision of the Management Services.

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    7.       ADMINISTRATION

             Manager shall, at its own expense, provide all office accommodations,
             office equipment, communication, office stationery and office staff, as
             is required for the provision of its services hereunder.

             The Manager shall handle and settle all claims arising out of the
             Management Services hereunder.

             The Manager shall also have power to obtain legal or technical or other
             outside expert advice in relation to the handling and settlement of
             claims and disputes or all other matters affecting the interest of the
             Owner with respect to each Vessel.

             The Owner shall arrange for the provision of any necessary guarantee
             bond or security.

             Any costs incurred by the Manager in carrying out its obligations
             according to this Agreement shall be settled by the Owner.

    8.       EXECUTIVE OFFICER SERVICES

    8.0.1    The Manager will provide to the Owner the services of the Owner's CEO
             and CFO during the term of this Agreement, for which the Owner will
             reimburse the Manager for the full amount of compensation paid by the
             Manager to the Owner's CEO and CFO to serve as the Owner's CEO and CFO,
             respectively, during the term of this Agreement.

    8.0.2    The Manager will use its best efforts to enter into employment
             agreements with such individuals as are identified from time to time by
             the Board of Directors of the Owner, in its sole discretion, to serve
             as CEO and CFO of the Owner on terms and conditions satisfactory to the
             Owner. Without limiting the generality of the foregoing, all material
             terms of such employment agreements, including, without limitation, the
             duration, the termination provisions thereof, the compensation
             (including base salary, bonus and other compensation) payable
             thereunder and the permitted number of vacation days, shall be subject
             to the prior written approval of the Owner.

    8.03     The Manager shall report to the Board of Directors of the Owner not
             less than once every 90 days with respect to the performance by the CEO
             and CFO of their respective duties during such time period.

    8.04     The Board of Directors of the Owner, in its sole discretion, shall be
             entitled to direct the Manager (i) to remove any individual serving as
             CEO or CFO of the Owner from such position and (ii) to appoint such
             other individual to serve as successor CEO or CFO, as the case may be,
             of the Owner as the Board of Directors of the Owner shall select.
             Furthermore, the Manager agrees that it will not remove the individuals
             serving from time to time as the CEO or CFO of the Owner from their
             respective positions without the prior written consent of the Owner. In
             the event the Owner requires the Manager to terminate the CEO or CFO,
             the Owner will indemnify the Manager for any damages arising out of
             such termination, including for breach of any employment agreement.

    9.       REMUNERATION

    9.0.1    In consideration of the obligations undertaken by Manager under this
             Agreement, Owner shall pay Manager a commission fee equal to one and a
             quarter of one per cent (1.25%) calculated on the gross freight,
             demurrage and charter hire obtained for the employment of each Vessel
             on contracts or charter parties entered into by Manager during the term
             of this Agreement, payable to Manager on the dates when such freight
             demurrage of charter-hire, as the case may be, is paid or otherwise
             collected.

    9.0.2    Owner shall also pay a commission fee equal to one percent (1.0%)
             calculated on the price set forth in the memorandum of agreement for
             any vessel bought or sold for and on behalf of STEALTHGAS INC.

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    9.0.3    In addition to the commission fees due to Manager under Clauses 9.0.1
             and 9.0.2 above and for as long as this Agreement is in effect, Owner
             shall also pay Manager a management fee of US$390-per day per vessel
             payable monthly in advance (pro-rated for the number of days the Owner
             owns each Vessel during the month), except that for any vessel
             operating on bareboat charter, Owner shall pay Manager a Management fee
             of US$125-per day per vessel. The management fees set forth in this
             clause 9.03 are based on a U.S. Dollar/Euro exchange rate of 1.25:1.00,
             and the management fees payable during any particular calendar quarter
             during the term of this Agreement will be adjusted from the management
             fees set forth in this clause 9.0.3 based on the U.S. Dollar/Euro
             exchange rate published by Bloomberg LP two days prior to the end of
             the preceding calendar quarter.

    9.0.4    The Manager shall at no extra cost to the Owner, provide its own office
             accommodation, office staff and stationery.

    9.0.5    Unless the Agreement is terminated by Owner in accordance with Clauses
             13.0.3 (iii) and (iv) of this Agreement or by reason of default by
             gross negligence or misconduct of Manager, its Directors, officers
             and/or employees in the performance under this Agreement, upon
             termination of this Agreement in relation to each Vessel, the
             Management fee will be continued at the above rate in effect for 90
             days from the date of termination. This is to cover operational and
             accounting costs of finalizing each Vessel's disbursements, demurrage,
             etc. In addition, the Owner shall continue to pay the following:

             i)       Crew support costs for a further period of three calendar
                      months; and

             ii)      An equitable proportion of any management staff redundancy
                      costs which may materialize.

    9.0.6    Superintendents' Fees

             When necessary or desirable to evaluate each Vessel's physical
             condition, and/or supervise ship board activities, and/or attend to
             repairs and drydockings the Manager shall arrange for visitations by a
             Superintendent at various intervals during the term of this Agreement.

             Should it be necessary for a Superintendent to visit each Vessel for a
             period of greater than five days during any successive twelve-month
             term (the first term commencing from the Appointment Date) the Manager
             shall be entitled to charge the Owner US $500 for every additional day.

    10.      INDEMNITY

    10.0.1   Except as provided in 10.0.2 below, neither Manager nor any officer,
             director, shareholder or employee thereof shall be liable to Owner or
             to any third party, including any Master, Officer or Crewmember
             employed on a Vessel or in connection therewith, for any loss or damage
             arising directly or indirectly out of the performance by Manager of any
             of its obligations in respect of each Vessel under this Agreement.
             Owner shall indemnify and hold harmless and defend Manager, its
             officers, directors, shareholders and employees against any and all
             claims and demands (including costs and reasonable attorneys fees of
             defending such claims or demand) and any other losses or liabilities
             arising directly or indirectly out of the performance by Manager of any
             of its duties in respect of each Vessel under this Agreement.

    10.0.2   The provisions of Clause 10.0.1 shall not apply with respect to any
             loss, damage, claim, demand, or liability if and to the extent that the
             same results for Manager's, its officers', Directors', Shareholders' or
             Employees' gross negligence or willful misconduct in the performance of
             its duties under this Agreement.

    10.0.3   Clause 10 shall survive termination of this Agreement.

    11.      HIMALAYA

             "Himalaya" It is hereby expressly agreed that no employee or agent of
             the Manager (including every sub-contractor form time to time employed
             by the Manager) shall in any circumstances whatsoever be under

                                                                              PAGE 8

             any liability whatsoever to the Owner for any loss, damage or delay of
             whatsoever kind arising or resulting directly or indirectly from any
             act, neglect or default on his part while acting in the course of or in
             connection with his employment and, without prejudice to the generality
             of the foregoing provisions in this Clause 11, every exemption,
             limitation, condition and liberty herein contained and every right,
             exemption from liability, defense and immunity of whatsoever nature
             applicable to the Manager to which the Manager is entitled hereunder
             shall also be available and shall extend to protect every such employee
             or agent of the Manager acting as aforesaid and for the purpose of all
             the foregoing provisions of this Clause 11 the Manager is or shall be
             deemed to be acting as agent or trustee on behalf of and for the
             benefit of all persons who are or might be his servants or agents from
             time to time (including subcontractors as aforesaid) and all such
             persons shall to this extent be or be deemed to be parties to this
             Agreement.

    12.      FORCE MAJEURE

    12.0.1   Neither party shall be liable to the other for loss or damage resulting
             from delay or failure to perform this Agreement, or any contract
             hereunder, either in whole or in part, when any such delay or failure
             shall be due to causes beyond its control due to civil war,
             insurrections, piracy, terrorism, strikes, riots, fires, floods,
             explosions, earthquakes, serious accidents, or any acts of God, or
             failure of transportation, epidemics, quarantine restrictions, or labor
             trouble causing cessation, slowdown, or interruption of work.

    12.0.2   In the event that a situation giving rise to force majeure which
             prevents a party from performing under this Agreement, the parties
             shall confer as to the further fulfillment or termination of this
             Agreement.

    13.      TERMINATION

    13.0.1   The Manager shall be entitled to terminate the Agreement by notice in
             writing if any moneys payable by the Owner shall not have been received
             in the Manager's nominated account within ten days of payment having
             been requested in writing by the Manager. The Manager shall also be
             entitled to terminate this Agreement by notice in writing if after the
             receipt of written notice of objection thereto from the Manager to the
             Owner, the Owner proceeds to employ each Vessel in a trade or in a
             manner which is, in the opinion of the Manager, likely to be
             detrimental to its reputation as Manager or be prejudicial to the
             commercial interest of the Manager.

    13.0.2   The Owner shall be entitled to terminate Manager's appointment
             hereunder by providing notice as per clause 2 to the Manager if:

             a)       Any money payable to Owner under or pursuant to this Agreement
                      is not promptly paid or accounted for in full by Manager in
                      accordance with the provisions of this Agreement, or

             b)       Manager neglects or fails to perform its principal duties and
                      obligations under this Agreement in any material respect, and
                      such neglect or failure is not remedied within 30 days after
                      written notice of the same is given to Manager by Owner.

    13.0.3   Notwithstanding the provision in Clause 13.0.1 and Clause 13.0.2 of
             this Agreement and without prejudice to the accrued rights, if any, or
             Remedies of the parties under or pursuant to this Agreement.

             (i)      If Owner ceases to be the owner of a Vessel by reason of a
                      sale thereof; or

             (ii)     If a Vessel becomes an actual or constructive or compromised
                      or arranged total loss; or

             (iii)    If a Vessel is requisitioned for title or any other compulsory
                      acquisition of a Vessel occurs, otherwise than by requisition
                      by hire; or

             (iv)     If a Vessel is captured, seized, detained or confiscated by
                      any government or persons acting or purporting to act on
                      behalf of any government and is not released from such
                      capture, seizure, detention or confiscation;

                                                                              PAGE 9

             then this Agreement shall no longer apply to that Vessel; or

             (v)      If Owner or the Manager ceases to conduct business, or all or
                      substantially all of the properties or assets of either such
                      party is sold, seized or appropriated; or

             (vi)     Owner or Manager shall file a petition under any bankruptcy
                      law or shall make an assignment for the benefit of its
                      creditors, or otherwise seek relief under any law for the
                      protection of debtors or shall adopt a plan of liquidation, or
                      a petition shall be filed against Owner or Manager seeking to
                      have it declared an insolvent or a bankrupt, and such petition
                      is not dismissed or stayed within 90 days of its filing, or if
                      Owner or Manager shall admit in writing its insolvency or its
                      inability to pay its debts as they mature, or if an order is
                      made for the appointment of a liquidator, manager, receiver or
                      trustee of Owner or Manager of all or a substantial part of
                      its assets, then this Agreement shall forthwith terminate and
                      be of no further force and effect.

    13.0.4   For the purpose of clause 13.0.3 hereof

             (i)      The date upon which a Vessel is to be treated as having been
                      sold or otherwise disposed of shall be the date on which the
                      Owner or its designee ceases to be registered as the Owner of
                      the Vessel.

             (ii)     A Vessel shall not be deemed to be lost unless either the
                      Vessel has become an actual total loss or agreement has been
                      reached with the underwriters in respect of her constructive,
                      compromised or arranged total loss or if such agreement with
                      the underwriters is not reached it is adjudged by a competent
                      tribunal that a constructive loss of the Vessel has occurred.

             (iii)    The termination of this Agreement shall be without prejudice
                      to all rights accrued due between Manager and Owner prior to
                      the date of termination.

    14.      MODIFICATION OF AGREEMENT

             No modification or any further representation, promise, or agreement in
             connection with subject matter under this Agreement shall be binding,
             unless made in writing and signed on behalf of the parties by duly
             authorized representatives.

    15.      ASSIGNABILITY OF AGREEMENT

             This Agreement is not assignable by either party without the prior
             written consent of the other.

    16.      CONFIDENTIALITY

             Except as may be required by applicable law, any non-public or
             confidential information relating to the business or affairs of Owner
             or Owner's principals obtained by Manger in the performance of this
             Agreement shall be kept strictly confidential.

             Except as may be required by applicable law this Agreement including
             all terms, details conditions and period is to be kept private and
             confidential and beyond the reach of any third party. Notwithstanding
             the foregoing, the Owner shall be permitted to file this Agreement as
             an exhibit to any registration statement filed by the Owner with the
             U.S. Securities and Exchange Commission in connection with the initial
             public offering of its capital stock.

             Except as may be required by applicable law, any non-public or
             confidential information relating to the business or affairs of Manager
             and/or Manager's Principals obtained by Owner or Owner's Principals in
             the performance of this Agreement shall be kept strictly confidential.

    17.      GOVERNING LAW

             This Agreement shall be governed by and construed in accordance with
             Greek Law.

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    18.      ARBITRATION

    18.0.1   All disputes arising out of this Agreement shall be arbitrated at
             London in the following manner. One arbitrator is to be appointed by
             each of the parties hereto and a third by the two so chosen. Their
             decision or that of any two of them shall be final and for the purpose
             of enforcing any award, this Agreement may be made a rule of the court.
             The arbitrators shall be commercial persons, conversant with shipping
             matters. Such arbitration is to be conducted in accordance with the
             rules of the London Maritime Arbitrators Association terms current at
             the time when the arbitration proceeding are commenced and in
             accordance with the Arbitration Act 1996 or any statutory modification
             or re-enactment thereof.

    18.0.2   In the event that Owner or Manager shall state a dispute and designate
             an Arbitrator, in writing, the other party shall have twenty (20) days,
             excluding Saturdays, Sundays and legal holidays to designate its
             arbitrator, the failure to do so of which the appointed arbitrator can
             render an award hereunder.

    18.0.3   The arbitrators may grant any relief, and render an award, which they
             or a majority of them deem just and equitable and within the scope of
             the Agreement of the parties, including but not limited to the posting
             of security. Awards pursuant to this Clause may include costs,
             including a reasonable allowance for attorneys' fees and judgments may
             be entered upon any award made herein in any court having jurisdiction.

    19.      NOTICES

    19.0.1   Any notice or other communication required to be given or made
             hereunder shall be in writing and may be served by sending same by
             registered airmail electronic-mail, telex, facsimile or by delivering
             the same (against receipt) to the address of the party to be served to
             such address as may from time to time be notified by that party for the
             purpose.

    19.0.2   Any notice served by post as aforesaid shall be deemed conclusively
             duly served five days after the same shall have posted. Notices served
             by telex aforesaid shall be deemed conclusively to have been served on
             the day following of the same, provided evidence of transmission
             appears on the particular notice

    19.0.3   Notices to Manager shall be made as follows:

             Apollon Business Center- Building No. 2
             331, Kifisia Avenue, Kifisia
             145 61, Athens
             Phone: +30-210-6252849
             Fax: +30-210-6252817
             E-mail: maritime@stealth.gr

             Notices to Owner shall be made as follows:

             Apollon Business Center- Building No. 2
             331, Kifisia Avenue, Kifisia
             145 61, Athens
             Phone: +30-210-6250001-15
             Fax: +30-210-6250018-019
             E-mail: maritime@brave.gr

    20.0     ENTIRE AGREEMENT

             This Agreement contains the entire agreement of the parties with
             respect to the subject matter hereof and supersedes all prior
             agreements and understandings, either verbal or written, between the
             parties with respect to such subject matter, and no amendment of any
             provision hereof will be binding upon any party unless in writing and
             signed by the party agreeing to such amendment.

                                                                             PAGE 11

    /s/ Harry Vafias                                   /s/ illegible
    --------------------------                         ----------------------------
    FOR AND ON BEHALF OF OWNER                         FOR AND ON BEHALF OF MANAGER