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BAREBOAT -HIRE-PURCHASE CHARTER (NAME OF VESSEL) ____________ INDEX

CLAUSE 1. DEFINITIONS CLAUSE 2. CHARTER PERIOD CLAUSE 3. PRE-DELIVERY INSPECTION AND DELIVERY CLAUSE 4. TIME FOR DELIVERY CLAUSE 5. CANCELLING NO APLICABLE CLAUSE 6. TRADING RESTRICTIONS CLAUSE 7. SURVEYS ON DELIVERY (SURVEY ON REDELIVERY N/A) CLAUSE 8. INSPECTION CLAUSE 9. INVENTORIES, OIL AND STORES CLAUSE 10 MAINTENANCE AND OPERATION CLAUSE 11 HIRE (SEE ALSO CL 32 AND 34) CLAUSE 12 MORTGAGE (SEE ALSO CL 39) CLAUSE 13 INSURANCE AND REPAIRS (SEE ALSO CL 36 and 43) CLAUSE 14 INSURANCE, REPAIRS AND CLASSIFICATION (N/A) CLAUSE 15 REDELIVERY (N/A) CLAUSE 16 NON-LIENS CLAUSE 17 INDEMNITY CLAUSE 18 LIENS CLAUSE 19 SALVAGE CLAUSE 20 WRECK REMOVAL CLAUSE 21 GENERAL AVERAGE CLAUSE 22 ASSIGNMENT, SUB-CHARTER AND SALE (SEE ALSO ADDITIONAL CL 39) CLAUSE 23 CONTRACTS OF CARRIAGE CLAUSE 24 BANK GUARANTEE (N/A) CLAUSE 25 REQUISITION/ACQUISITION CLAUSE 26 WAR CLAUSE 27 COMMISSION (N/A) CLAUSE 28 TERMINATION (SEE ALSO CL 41 AND 42) CLAUSE 29 REPOSSESSIONS CLAUSE 30 DISPUTE RESOLUTION CLAUSE 31 NOTICES (SEE ALSO CL 47) CLAUSE 32 PURCHASE PRICE AND DEPOSIT CLAUSE 33 DELIVERY CLAUSE 34 DOWNPAYMENT AND CHARTER HIRE CLAUSE 35 OFF-HIRE, SET OFF AND PAYMENTS CLAUSE 36 TOTAL LOSS CLAUSE 37 ATTENDANCE AT DRY-DOCK CLAUSE 38 MANAGEMENT CLAUSE 39 MORTGAGES AND OWNERS ASSIGNMENT

CLAUSE 40 BOYCOTT CLAUSE 41 CHARTERERS DEFAULT CLAUSE 42 OWNERS RIGHTS FOLLOWING TERMINATION DUE TO DEFAUL (SEE ALSO CL 29) CLAUSE 43 INSURANCES CLAUSE 44 REPRESENTATIONS AND WARRANTIES CLAUSE 45 UNDERTAKINGS CLAUSE 46 INDEMNITIES CLAUSE 47 COMMUNICATIONS. CLAUSE 48 HIRE/PURCHASE AGREEMENT

CLAUSE 1. DEFINITIONS In this Charter, the following terms shall have the meaning hereby assigned to them: The Owners shall mean the party identified_______________________________________ __________________________________________________________________ __________ __________________________________________________________________ __________________________________________________________________ ____________ The Charterersshall mean the party indentified PDV Marina S.A., Centro Refinador Paraguan, Edificio Cardn, Ala 2, Oficina 23, Municipio Carirubana, Comunidad Cardn, Estado Falcon, Repblica Bolivariana de Venezuela. The Vessel shall mean the vessel name __________________, __________ Flag and with particulars as stated: Type of vessel_____________________, IMO: ______________ GT/NT: ____________ Built: ____________________________________________, Total DWT: _______________________________________, Classification Society: _________________________________________________________ _________________________________________________, Further particulars:________________________________________________________ ____ _________________________________________________. Financial Instrument means the mortgage, deed of covenant or other such financial security instrument as annexed to this Charter and state as following: Mortgage, if any (state in clause 12 (b) applies of the Bareboard 2001 Form) in respect of first priority mortgagee in favour of ___________ In writing or written means a letter handed over from Owners to Charterers or vice versa, a registered letter, e-mail, or telefax. Banking day(s) shall mean for the purpose of this Charter a day(s) on which banks are open for business in all of the following countries; Venezuela, Greece, Switzerland and USA.

CLAUSE 2. CHARTER PERIOD: In consideration of the hire detailed in Clause 34, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period of sixty (60) months (The Charter Period) on Bareboat-Hire-Purchase basis. CLAUSE 3. PRE-DELIVERY INSPECTION AND DELIVERY (see also Clause 33): See clause 33. (a) The Charterers shall have the right to inspect the Vessels classification records within seven (7) running days after signing this Agreement, The Charterers have also physically inspect the Vessel; and being in acceptable condition, therefore this Charter is outright and definite, subject only to the terms and conditions of this agreement, and PDV Marina S.A. tender documents. (b) (i) The Owners shall before and at the time of delivery exercise due diligence to make the vessel seaworthy, and in every respect ready in hull, machinery and equipment for service under this Charter. The vessel shall be delivered by the Owners and taken over by the Charterers as she was at the time of inspection (see paragraph i) above). (ii) The vessel shall be properly documented on delivery in accordance with the laws of the vessels flag State and the requirements of the vessels classification society. The vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least six (6) months. (iii) The delivery of the vessel by the Owners and the taking over of the vessel by the Charterers shall constitute a full performance by the Owners of all the Owners obligations, representations or warranties expressed or implied with respect to the vessel. (c) Following execution of this Charter and once the deposit has been received by the deposit holder (see Clause 32.2), the Charterers have the right to place upto four (4) representatives onboard the vessel at their sole risk and expense, upon arrival at the last port of call before the positioning voyage enroute delivery place. The aforementioned representatives are onboard for the purpose of familiarization and in the capacity of observers only and they shall not interfere in any respect with the operation of the vessel. The Charterersrepresentatives shall sign the Owners Letter of Indemnity prior to embarkation. CLAUSE 4. TIME FOR DELIVERY (SEE ALSO ADDITIONAL CLAUSE 33): The Vessel shall not be delivered before the date (to be agreed) without the Charterersconsent and the Owners shall exercise due diligence to deliver the Vessel not later than the date not later than ____________calendar days form the execution date of this charter (the award date of PDVSA Naval tender Process No. B-080-13-_____), subject only to the provisions in Clause 33.7 (Charterers option to delay delivery for up to 30 days). Unless otherwise agreed, the Owners shall give the Charterers not less than thirty (30) running days and not less than fourteen (14) running days definite notice of the date on which the Vessel is expected to be ready for delivery in one safe place World Wide except USA, actual place in Owners option.

The Owners shall keep the Charterers closely advised of possible changes in the Vessels position in route delivery port. Once vessel has arrived at delivery port, the Charterers have the option to delay delivery of the vessel under this Charter for a period of up to 30 running days on terms as set out in Clause 33.7. CLAUSE 5. CANCELLING DATE - NO APLICABLE AT ALL. CLAUSE 6. TRADING RESTRICTIONS The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits as indicated Worldwide, always within international Navigation Limits as defined by Institute of London Underwriters . The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe. The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the United Nations or the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation. Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. CLAUSE 7. SURVEYS ON DELIVERY (SURVEY ON REDELIVERY N/A). The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of delivery. Charterers shall have the option to also conduct underwater survey of the vessel by appointing a Class approved diver. Each party shall bear the costs of its appointed surveyor(s). However upon delivery should any condition/recommendation arise which Class approves can wait until her next Class-scheduled dry docking and the Charterers shall accept delivery of the vessel without repairs. In that case the Owners shall pay the Charterers cash compensation in lieu of the repairs an amount equal to the cost of such repairs which shall be equal to the average price quotation for the actual repairs excluding the cost of dry docking, submitted (one each to the Owners/Sellers and Charterers/Buyers, by two reputable shipyards within __________. CLAUSE 8. INSPECTION The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf.

(a)To ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided. (b) In dry-dock if the Charterers have not dry-docked her in accordance with clause 10 (f). The costs and fees for such inspection and survey shall be paid by the Owners unless the Charterers are at the time of such inspection or survey in default of any of their obligations under this Charter switch is continuing or such inspection or survey reveals that the Vessel is not in the condition required under Clause 10, in which case such costs shall be paid by the Charterers. (c) For any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the vessel). The cost and fees for such inspection and survey shall be paid by the Owners unless the Charterers are at the time of such inspection or survey in default of any of their obligations under this Charter switch is continuing or such inspection or survey reveals that the vessel is not in the condition required under Clause 10, in which case such costs shall be paid by the Charterers. All time used in respect of inspection, survey or repairs shall be for the Charterers account and form part of the Charter Period. The Charterers shall also permit the Owners to inspect the Vessels log book and all technical and maintenance records whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel. CLAUSE 9. INVENTORIES, OIL AND STORES A complete inventory of the Vessels entire equipment, outfit including spare parts, appliances and of all consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery under this Charter. The Charterers shall at the time of delivery take over and pay for all bunkers, lubricating oil, unbroached provision, paint, ropes and other consumable stores (and spare parts if any) on board in the said Vessel at the current market prices at the port of delivery, except spare parts which are to be paid by the Owners, at actual and documented purchase cost. CLAUSE 10 MAINTENANCE AND OPERATION (a) (i) Maintenance and Repairs: - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and at their own expense they shall at all times keep the Vessels Class fully up to date with the Classification Society indicated _______________and maintain all other necessary certificates in force at all times. (ii) New Class and Other Safety Requirements In the event of any improvement, structural changes or new equipment becoming necessary for

the continued operation of the Vessel by reason of new class requirements or by compulsory legislation then the cost of complying with be for the account of the Charterers. (iii)Financial Security The Charterers shall maintain financial security o responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or no such requirements have been lawfully imposed by such government or division or authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers sole expenses and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so. (b) Operation of the Vessel The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including Classification, annual flag State fees and any foreign general municipally and/or state taxes. The Master, officers and crew of the Vessel shall be servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners. The Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessels flag or any other applicable law. The Charterers shall keep the Owners and the mortgagee(s) advised of the intended employment, planned dry-docking and major repairs of the Vessel, as reasonably required. (c) Flag, Class and Name of the Vessel During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colors, install and display their funnel insignia and fly their own house flag. The Charterers shall also have the liberty, with the Ownersconsent, which shall not be unreasonably withheld, to change the name of the Vessel during the Charter Period. Vessel may not change flag during this Charter unless with the prior written approval from Vessels mortgagee(s). The Charterers have the option to re -class the vessel at their time and expense to Bureau Veritas, Lloyds or Germany. Lloyd's, subject to the prior written approval of the Owners which shall not be unreasonably withheld. Painting and re-painting installment and re-installment, registration and reregistration, if required by the Owners, shall be at the Chatterers expenses and time. (d) Changes to the Vessel Subject to Clause 10(a)(ii) the Charterers shall make no structural changes in the Vessel or changes in the machinery boilers, appurtenances or spare parts thereof without in each instance first securing the Owners approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(e) Use of the Vessels Outfit, Equipment and Appliances The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear excepted. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damage or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners. Any equipment including radio equipment on hire on the Vessel at time of delivery shall e kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. (f) Periodical Dry-Docking The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated as per Class requirement or, if there is not stated and let blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or flag State. CLAUSE 11 HIRE (SEE ALSO CL 32 AND 34) (a) The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect of which time shall be of the essence. (b) Hire shall be paid continuously throughout the Charter Period. (c) Payment of hire shall be made in cash without discount in the currency and in the manner indicated in USD (United States Dollars) by telegraphic transfer and at the place indicated (see Clause 34.5). (d) Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be effected accordingly. Following final payment of hire, see also Clause 48.. (e) Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in 8% (eight percent per annun) counting from the (indicate number of days) following the date on which the hire should have been paid, always without prejudice to Owners rights under this Charter. (f) Payment of interest due under sub-clause 11(e) shall be made within seven (7) running days of the date of the Ownersinvoice specifying the amount payable at the time of the next hire payment date.

CLAUSE 12 MORTGAGE (SEE ALSO CL 39)

The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument(s). The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial instruments. The Charterers confirm that, for this purpose, they have acquainted or will acquaint themselves with all relevant terms, conditions and provisions of the Financial instruments and agree to acknowledge this in writing in any form that be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than with _______(first mortgage) and they have not effected any other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld. CLAUSE 13 INSURANCE AND REPAIRS (SEE ALSO CL 36 and 43) (a) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clase 10(a)(iii) in such form as the Owners shall in writing approve. Such insurances shall be arranged by the Charterers to protect the interest of both the Owners and the Charterers and the mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instruments, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provide for. The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchises or deductibles provided for in the insurances. All time used for repairs under the provisions of sub-clause 13(a), including any deviation, shall be for the Charterersaccount. If the conditions of the above insurances permit additional insurance to be placed by the Charters account, such cover shall be no limited to the amount for the Charterers, no applicable to Owners account The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary. (b)The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial instrument.

(c) Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interest. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a total loss as defined in this Clause. (d)The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss. For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicates (see Cl 43). CLAUSE 14 INSURANCE, REPAIRS AND CLASSIFICATION: Does not apply (N/A). CLAUSE 15 REDELIVERY: Does not apply (N/A) CLAUSE 16 NON-LIEN: The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows: This Vessel is the property of (name of Owners). It is under

charter to (name of the Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have nay right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.

CLAUSE 17 INDEMNITY (a) The Charterers shall indemnity the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. Without prejudice to the generally of the foregoing, the Charterers agree to indemnity the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents. (b) if the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable

steps to secure that within a reasonable time the Vessel is release, including the provision of bail. In such circumstances the Owners shall indemnity the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this charter) as a direct consequence of such arrest or detention. CLAUSE 18 LIENS The Owners to have a lien upon al cargoes, sub-hires and sub-freights belonging or due to the Charterers or any sub-charterers and any Bill of Lading freight for all claims under this Charter. CLAUSE 19 SALVAGE All savage and towage performed by the Vessel shall be for the Charterers benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers. CLAUSE 20 WRECK REMOVALS In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation. CLAUSE 21 GENERAL AVERAGE The Owners shall not contribute to General Average. CLAUSE 22 ASSIGNMENT, SUB-CHARTER AND SALE (SEE ALSO ADDITIONAL CL 39) (a) The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve. (b) The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter. CLAUSE 23 CONTRACTS OF CARRIAGE The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation relating to carri ers liability of cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to Blame Collision Clause. CLAUSE 24 BANK GUARANTEE Does not applicable. Instead, see Clause 33.3(j) CLAUSE 25 REQUISITION/ACQUISITION

(a) In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as Requisition for Hire) irrespective of the date during the Charter Period when requisition for Hire may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in force for the reminder of the Charter Period. This Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of Requisition for Hire any Requisition Hire or compensation received or receivable by the Owners shall, provided that the Charterers perform the obligation to pay hire in full, be payable to the Charterers during the remainder of the Charter Period or the period of the Requisition for Hire whichever be the shorter. (b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as Compulsory Acquisition), then, irrespective of the date during the Charter Period when Compulsory Acquisition may occur, this Charter shall be deemed terminated as of the date of such Compulsory Acquisition, In such event Charter Hire to be considered as earned and to be paid up to the date and time of such Compulsory Acquisition. CLAUSE 26 WAR (a) For the purpose of this Clause, the words War Risks shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorist, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel. (b)The Vessel, unless the written consent of the Owners be first obtained shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonable appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgment of the Owners, may be, or area likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area. (c) The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise however, or to proceed to an area where she shall

be subject, or is likely to e subject to a belligerents right of search and/or confiscation. (d) The Charterers shall have the liberty: (i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with power to compel compliance with their orders or directions; (ii) to comply with the orders, directions, recommendations of any war risk underwriters who have the authority to give the same under the terms of the war risks insurance; (iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement. CLAUSE 27 COMMISSIONS (NOT APPLICABLE) CLAUSE 28 TERMINATION (SEE ALSO ADDITIONAL CL 41 AND 42) (a) CharterersDefault The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if: (i) The Charterers fail to pay hire in accordance with Clause 11, 32 and 34. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall give the Charterers written notice of the number of clear banking days stated in three (3) banking days (as recognized at the agreed place of payment) in which to rectify the failure, and when so rectified within to rectify the failure, and when so rectified within such number of days following the Owners notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in three (3) banking days of their receiving the Owners notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers ad terminate the Charter without further notice: (ii) The Charterers fail to comply with the requirements of: (1) Clause 6 (Trading Restriction). (2) Clause 13(a) (Insurance and Repairs) Provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) The Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessels insurance cover is not prejudiced. (b) Owners Default If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners. (c) Loss of Vessel (see Clause 36) (d) Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditor. (e) The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have. CLAUSE 29 RESPOSSESSION In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailer only to the Owners. The Owners shall arrange for an authorized representative to board the Vessel as soon as reasonable practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the CharterersMaster, officers and crew shall be the sole responsibility of the Charterers. With the exception of the provisions of Clause 28(b), following repossession of the Vessel under this Clause 29, all charter hire including down-payment (Clause 34) paid by Charterers to Owners at the time of repossession shall be deemed forfeited by Charterers. Owners shall also have the right to claim from Charterers any Charter Hire due and payable, but unpaid, under this Charter to (and including) the Termination date, any expenses as deemed necessary by an independent surveyor(1) to put the Vessel back in the same condition as she was at the time of delivery (fair wear and tear excepted), free of cargo and free of stowaways, with her inventories, oil and stores as per the inventory list in Clause 9, with her Class maintained without condition/recommendations(2), free of average damage affecting the Vessels class, and with her classification certificates the Vessel had at the time of delivery, valid

and unextended without condition/recommendation(2) by the Classification Society or the relevant authorities at the time of delivery. Any and all rights the Charterers may have under their insurance for the Vessel in respect of damage to the Vessel, whether or not known other than any rights to be reimbursed by insurer(s) for cost previously incurred by the Charterers, shall be assigned by the Charterers to the Owners immediately following Owners repossession under this Clause 29. If any damage affecting present Class be found in underwater parts of the Vessel but the Classification Society approves postponement of repair of such damage up to next class periodical dry-dock, then the Charterers shall make monetary settlement based on the average of tow quotations issued by reputable shipyards one to be appointed by the Charterers and one by the Owners. It is understood by the Charterers and the Owners that the amount of monetary settlement is confined to the direct repairs cost only and does not include any indirect costs such as drydocking fee, costs, general expenses, access, services, deviation and off hire.
(1) For the purpose of this Clause 29 an independent surveyor shall mean a class surveyor of the Vessels classification society, appointed and paid for by Owners. The decision of the surveyor shall be final and binding on the parties hereto. (2) Notes and memoranda, if any, in the surveyors report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

CLAUSE 30 DISPUTE RESOLUTIONS (a) This contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. CLAUSE 31 NOTICES (SEE ALSO CL 47) (a) Any notice to be given by either party to the other party shall be in writing (see definition in Clause 1). (b) The address of the Parties for service of such communication shall be as stated in Clause 1 of this Charter. ADDITIONAL CLAUSES CLAUSE 32 PURCHASE PRICE AND DEPOSIT (see also Clause 48) 32.1 The purchase Price shall be paid by Charterers/Buyers to Owners/Sellers, and shall be comprised of a: (a) Down Payment prior to Delivery Date under this Charter (see Clause 34.1), and (b) a sixty months Bareboat-Hire-Purchase (see Clause 34.2). (c) a Final Purchase Payment (see Clause 34.2) A summary of financial terms is attached as Appendix 2 hereto. .32.2 As security for correct fulfillment of this Charter the Charterers/Buyers shall lodge a deposit of US$ _____________ (United States Dollars _________) in an interest bearing account with a mutually acceptable deposit holder (Bank or other) latest within ten (10) banking days of both parties signing this Charter in facsimile form or via email or original hardcopy as the case may be. CLAUSE 33 DELIVERY (see also Clause 3) 33.1 The Charterers shall not be entitled to make any claim and hereby waive all their rights in and in respect of any condition, term, representation of any type or warranty express or implied (and whether statutory or otherwise) on the part of the Owners, their servants or agents and all their claims against the Owners howsoever and wheresoever the same may arise at any time in respect of the Vessel or the Ownerstitle thereto or rights therein or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of seaworthiness, design, condition, fitness or use or otherwise of the Vessel) and any and all such conditions, warranties and representations are expressly excluded. 33.2 On the Delivery Date the Owners and the Charterers shall sign a protocol of delivery and acceptance evidencing that delivery has taken place hereunder. Acceptance by the Charterers of the Vessel shall be conclusive proof as between the Owners and the Charterers that the Vessel (including her equipment and machinery) is in good condition and state, is in good working order, is seaworthy, fit for use and operation, and free from any inherent vice or defect in design or material whether or not discoverable by the Charterers as of the date of acceptance.

33.3 Prior to delivery of the Vessel under this Charter, the Charterers shall obtain and present to the Owners the following documents in a form and substance satisfactory to the Owners:(a) original Good Standing Certificate of the Charterers; (b) copies of the corporate resolutions of the Charterers approving this Charter; (c) original Power of Attorney to the Charterers representative(s) at closing; (d) copies of all insurance policies for the Vessel, showing that the name of the Owners (and any mortgagee(s) of the Vessel) have been duly noted; (e) a certified copy of the technical management agreement relating to the Vessel; (f)a certified copy of the Document of Compliance of the Approved Manager (as defined in Clause 38.1; (g) evidence confirming that the Charterers are registered under the Laws of The Republica Bolivariana de Venezuela; (h) copy of the Safety Management Certificate; (i) copy of the ISPS Code Certificate; and (j) Legalized and notarized Corporate guarantee from Petrleos de Venezuela S.A. (PDVSA) for due fulfillment of Charterers obligations under this contract in the form acceptable to Owners. (k) Any other document as reasonably requested by the Owners well in advance of delivery. 33.4 It shall be a condition of the Charterers obligation to take delivery of the Vessel that the Charterers shall have been provided with a Letter of Quiet Enjoyment issued by (first mortgagee), in the forms attached as Appendix 1 hereto (will be provided by Owner prior to delivery). 33.5 The obligations of the Owners to Charter the Vessel to the Charterers under this Charter are further subject to that each of the Representations and Warranties set out in Clause 44 hereof being true and correct in all respects on the Delivery Date by reference to the facts and circumstances then existing. 33.6 The Charterers shall at the time of delivery take over and pay for all bunkers remaining onboard, lubricating oil, un-broached provisions, paints, ropes and other consumable stores and spare parts in the Vessel at the then current market prices

at the port of delivery, except spare parts to be paid for at Owners actual and documented cost. 33.7 Charterers to have the option to keep the Vessels idle in the outer anchorage off delivery port for a period of maximum 30 running days, against payment of USD _____ net per day. Payment for the whole estimated 30 days waiting time (I.E USD ____) to be made by the Charterers. Any waiting time at anchorage as above shall not count as reagards to the 100 days allowance as provided for in Clause 4. (a) Payment for idle waiting time as above shall be paid; USD _____ in total by the Charterers to Vessels current managers (______) within three (3) banking days after signing this Charter. Banking details of the current managers to be advised. (b) Any discrepancy due to the actual idle staying period will be adjusted/settled on actual delivery under this Charter together with the payment of the remaining Bunkers/Lubes, etc on board (see Clause 33.6) at the time of delivery of the Vessels. CLAUSE 34 DOWNPAYMENT, CHARTER HIRE and FINAL PURCHASE PAYMENT 34.1 Upon delivery of the Vessel under this Charter following due fulfillment of obligations on resting on Owners and Charterers respectively and described in Clause 3. and 33. herein, the Deposit (Clause 32.2) of USD ___________(United States Dollars __________) shall be released to Owners and now constitute the Down-Payment towards the Purchase price, as referred to in Clause 32.1(a). With reference to Clause 48, for the avoidance of doubt and not withstanding any other provision of this Charter, once the deposit has been or should have been released to Owners as per the provisions of this Clause 34.1, the deposit/downpayment shall not be refundable to the Charteres. 34.2 As balance payment of the Purchase Price, the Charterers shall throughout the Charter Period pay to the Owners a charter hire (Charter Hire) at the rate of USD _______(United States Dollars __________) per day or pro rata thereof (referred to in Clause 32.1 b), and a final purchase payment of USD ___________ (United States___________________) payable together with the last hire payment. 34.3. The Charter Hire shall be paid monthly in advance, the first payment to be made on the Delivery Date in an amount equivalent to the total number of days from the date and hour of the Vessels delivery to the Charterers until the end of the month in which delivery is made times the hire rate as stipulated in Clause 34.2, and with subsequent instalments of Charter Hire for the remaining months being payable monthly in advance on the first day of that month. Following last hire payment under this Charter and the purchase payment (See Clause 34.2), the Vessel shall be considered fully paid for; see Clause 48 Hire/Purchase Agreement. 34.4 If any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the next following Banking Day.

34.5 The Charter Hire and the Final Purchase Payment shall be payable in United States Dollars to the Owners at the following account (Owners Account) with reference Charter hire LPG/C GAZ FRATERNITY:: Bank Swift code of Beneficiary Beneficiary Account Number IBAN Number Correspondent Bank (for USD) Swift code of Correspondent and subject to any change in instructions or notice of assignment received payment of the Charter Hire by the Charterers to the OwnersAccount shall constitute payment by the Charterers to the Owners of the Charter Hire payable under this Charter.

CLAUSE 35 OFF-HIRE, SET OFF AND PAYMENTS 35.1 Notwithstanding any provision to the contrary in this Charter, the Vessel shall not at any time be placed off-hire, and Charter Hire shall continue to be paid by the Charterers in full for the whole and uninterrupted period throughout the entire Charter Period OF 60 months, without any kind of set-off, deduction or counterclaim. 35.2 All payments (including Charter Hire) due from the Charterers shall be made free and clear of all taxes, assessments, charges, duties and imposts of whatsoever nature, all of which shall be for the Charterersaccount. 35.3 it is understood that all payments will be made in United States Dollars but if, under any applicable law, any payment to be made by the Charterers hereunder is made or is recovered in a currency other than the currency in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date of payment) fails short of the amount unpaid under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of such shortfall. CLAUSE 36: TOTAL LOSS 36.1 In the event that the Vessel becomes a Total Loss, or the insurers of the Vessel accept the Vessel is a Total Loss, the Charterers shall be under no obligation to pay Charter Hire after the Total Loss Date and the Charterers shall have the option to assume the rights to the insurance proceeds in respect of the

Total Loss from the Owners/mortgagees at any time after the Total Loss Date, and the Charterers shall be obliged to do so if no insurance proceeds are received by the Owners/mortgagees within 90 days of the Total Loss Date, by paying to the Owners/mortgagees the then outstanding hire amount under this Charter at the Total Loss date (for the purpose of this Clause 36 the Purchase Price, but plus (i) interest at the rate of __% per annum on the Purchase Price to the date payment is made to the Owners/mortgagees by the Charterers and plus (ii) any cost incurred by the Owners as a result of the Total loss including but not limited to legal fees, break funding costs payable by the Owners under any loan facility financing the Vessel or any swap agreements entered into in connection therewith and any fees to the flag state. (the sum of the amounts referred to above being the Total Loss Compensation) Upon payment to the Owners of the Total Loss Compensation the Charterers shall have the insurance proceeds paid directly to them. Reference to insurance proceeds in this clause shall include compensation payable for requisition of title. 36.2 In this Charter Total Loss shall mean: (a) an actual, constructive, compromised or agreed total loss of the Vessel; (b) a requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire; (c) a capture, seizure, arrest, detention or confiscation, expropriation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its value, a nominal consideration or without any consideration, of the Vessel by any government or by persons acting or purporting to act on behalf of any government unless the Vessel is released and restored to the Charterers from such capture, seizure, arrest, detention or confiscation, expropriation, requisition or acquisition within one month after the occurrence thereof. (d) disappearance or hijacking of the Vessel by any entity, person(s) or group, unless the Vessel is released or restored to the respective owner within one month after the occurrence thereof in respect of disappearance and in respect of hijacking within the earlier of (i) the day the Vessel is considered a total loss under the insurances taken out in respect of the Vessel and (ii) 6 months after the occurrence of the hijacking. 36.3 In this Charter, a Total Loss shall be deemed to have occurred on (the Total Loss Date): (a) In the case of an actual loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of; or

(b) In the case of constructive or compromised total loss of the Vessel, the latest of the dates on which a notice of abandonment is given to the insurers and the date of any compromise, arrangement or agreement made with the Vessels insurers in which the insurers agree to treat the Vessel as a total loss. 36.4 In the event of a Total Loss, the insurance proceeds shall be distributed in the following order and amounts: (a) Firstly, in or towards satisfaction of maritime liens and any other claims taking priority to the rights of the Owners/mortgagees; (b) Secondly, in payment to the Owners/mortgagees of the Total Loss Compensation; and (c) Thirdly, any surplus shall be paid to the Charterers. CLAUSE 37 ATTENDANCE AT DRY-DOCK The Charterers shall give the Owners reasonable notice in advance of any drydocking of the Vessel, and the Owners shall be entitled to have a representative and a surveyor attending any such dry-docking at Owners expense and without interference with the Vessels normal operation. CLAUSE 38 MANAGEMENT 38.1 The technical manager of the Vessel shall be with PDV MARINA S.A. or another technical manager entrusted by the Charterers (the Approved Manager) such technical manager always to be approved in writing by the Owners in advance, during the currency of this Charter. Said approval from Owners shall not be unreasonable withheld. 38.2 The Charterers shall procure that the Approved Managers always complies with the terms of this Charter. If such Approved Managers do not manage the Vessel in accordance with the provisions of this Charter the Owners may require that the Approved Managers are replaced. CLAUSE 39 MORTGAGES AND OWNERS ASSIGNMENT 39.1 The Owners warrant that they have no effected or will not affect any mortgage(s) other than the Financial Instrument stated as first mortgagee, the Financial Instrument. The Chartererss fully acknowledge and agree that they have complied or will continue throughout the Charter Period to comply with the provisions of Clause 12 and acknowledge and agree that such Financial Instruments shall have priority to their rights. 39.2 The Owners shall procure that (NAME OF FIRST MORTGAGE _will issue to the Charterers the letter(s) of quiet enjoyment referred to in Clause 33.3. 39.3 The Owners shall, at their own costs, have the right to assign to the mortgagee(s) any and all of the rights, benefits and interest of the Owners in and to this Charter, including but not limited to assignment of hire payable, assignments of Insurances and assignment of this Charter. All terms and conditions o this

charter shall continue to apply between the parties regardless of such assignment and shall not interfere with the normal operation of the Vessel. If any additional costs and expenses occur in respect of such assignments in favour of the mortgagee(s), this shall be borne by the Owners. 39.4 All powers of the mortgagee(s) provided in this Charter shall be enforceable by the mortgagee(s) against the Charterers so long as the financial instruments are in force and registered against the Vessel and any monies that are owing secured thereby are owed to the mortgagee(s). The parties to this Charter recognize that the mortgagee(s) have such rights during such period as a result of the Contract Rights of Third Parties Act, 1999 provided always with the reference to Clause 33.4. CLAUSE 40 BOYCOTT The Charterers shall use their best Endeavours to trade the Vessel in such way that she will be exposed to any boycott by major shipping and trading port and/or country.

CLAUSE 41 CHARTERERS DEFAULT 41.1 If any of the following events should occur: (a) The Charterers are in default of (i) any material provisions of the Charter including but not limited to default in proper and timely payment of Charter Hire other than a default in payment of Charter Hire where the terms of Clauses 11(a) and 28(a) shall apply) or (ii) any other financing agreements or obligations; (b) The Vessel is arrested or detained (other than for reason solely attributable to the Owners or by hijacking or disappearance where the provisions of Clause 36 shall apply) and such arrest or detention is not lifted within one (1) month; (c) Any of the Representations and Warranties set out in Clause 44 shall prove to have been untrue, inaccurate or misleading to any material extent when made; (d) Any proceedings, except those contested in good faith in the reasonable opinion of the Owners, are commenced in or any judgment or order is given by a competent court or any effective resolution is passed for or with the view to bankruptcy, liquidation or reorganization of the Charterers for the appointment of a receiver, trustee or liquidator of the Charterers or all or any substantial part of their assets or a receiver, administrator, trustee or officer is appointed to administer or rehabilitate or reconstruct the Charterers or anything analogous thereto happens in any jurisdiction applicable to the Charterers. (e) Any insurer shall avoid or cancel any such insurances or the Charterers shall commit any breach of or make any misrepresentation in respect of any such insurances the result of which is to entitle the relevant insurer to avoid the policy or otherwise to be excused or released from all or any of its liability there under to the Owner (unless the relevant insurer has expressly and irrevocably waived the breach or misrepresentation in question); (f) Any governmental or other consent, approval or authorization necessary for the Charterers or to fulfill the irrespective obligations under this Charter or otherwise to give full effect to this Charter, is revoked or otherwise modified in a manner unacceptable to the Owners; or

(g) if it becomes impossible for the Charterers to fulfill any of their respective undertaking under this Charter; The Owners may without prejudice to any of the Owners rights at any time after the occurrence of a default which has not been remedied within ten (10) Banking Days following a written notice from the Owners, unless otherwise provided in Clause 28 (a), withdraw the Vessel from the service of the Charterers and the Owners shall, without prejudice to any other claim the Owners may otherwise have against the Charterers or otherwise, be entitled to damages and shall be fully indemnified by the Charterers in respect of all costs and losses incurred as a result of the Charterers default and the ensuing withdrawal of the Vessel and/or terminate the Charter with immediate effect (the Termination Date) by notice in writing to the Charterers and the Owners shall, without prejudice to any other claim the Owners may otherwise have against the Charterers or otherwise, be entitled to damages in respect of all costs and losses incurred as a result of the Charterers default and the ensuing withdrawal of the Vessel and termination of the Charter. The Owners shall in such circumstances inter alia be entitled to claim compensation in accordance with Clause 42.2. CLAUSE 42 OWNERS RIGHTS FOLLOWING TERMINATION DUE TO DEFAUL (SEE ALSO CL 29). 42.1 On or at any time after termination of the Charter pursuant to Clause 41, the Owners shall be entitled (but not bound) to retake possession of the Vessel, the Charterers hereby agreeing that the Owners, for that purpose, may put into force an exercise all their rights and entitlements at law and may enter upon any premises belonging to or in the occupation or under the control of the Charterers where the Vessel may be located and the Charterers shall assist the Owners where necessary including (but not limited to) confirming to the crew that they should follow Owners orders. 42.2 If pursuant to Clause 41 the Owners give notice to terminate this Charter, the Charterers shall pay to the Owners within 10 Banking Days after the Owners have given the notice of termination or such later date as the Owners shall specify the aggregate of: (a) All Charter Hire due and payable, but unpaid, under this Charter to (and including) the Termination Date; (b) Any sums, other than Charter Hire, due and payable, but unpaid, under this Charter up to and including the Termination Date; and (c) all costs, expenses, damages and losses incurred by the Owners as a consequence of this Charter having terminated prior to the expiry of the agreed Charter Period (including, but not limited to expenses incurred in recovering possession of, and in moving, laying-up, insuring and maintaining, the Vessel an in carrying out any works or modifications required to cause the Vessel to conform with the provisions of this Charter). 42.3 Any amount due to the Owners under Clause 42.2 shall be subject to default interest at a rate of 6% above 3 months LIBOR (before and after any relevant judgment or any winding-up of the Charterers) from the Termination Date or (as the

case may be) from the date of any demand for payment to the date of the Owners actual receipt thereof. 42.4 On or at any time after termination of the Charter pursuant to Clause 41 the Owners shall be free to sell the Vessel free of any charter or any claim of the Charterers whatsoever or however.

CLAUSE 43 INSURANCES 43.1 The Charterers shall at all times keep the Vessel fully insured against such risks, in such amounts, on such terms and with underwriters approved by Owners, including but not limited to Hull & Machinery (at least 80% of the market value), Hull Interest, Freight Interest, P&I and War Risk. The insured value (except for P&I shall at least be the higher of: (i) the market value of the Vessel, (the Market Value) and (ii) USD ________. If the Charterers and the Owners disagree on the Market Value, same shall be assessed as the average of two valuations carried out by two (2) independent shipbrokers one appointed by each party, the costs of such valuations to be borne separately by the Charterers and the Owners. 43.2 If the Vessel shall be directed to an area where if may be exposed to hijacking risk, Charterers also to take out suitable and adequate Kidnap & Seizure cover. 43.3 The Charterers hereby undertake and agree to indemnify, protect, defend, assume liability for, save and keep harmless the Owners from and against any and all liabilities whatsoever kind and nature, imposed on, incurred or suffered by, or asserted against the Owners in any way relating to or arising of the insurances of the Vessel or to incidents covered by such insurances. 43.4 The Charterers will punctually pay all insurance premiums and calls on the Vessel, timely renew the insurances and procure that annual certificates are delivered to the Owners not later than fourteen (14) business days prior to each required renewal of the above-mentioned insurances, evidencing that the Vessel is insured. 43.5 The Charterers have the option to maintain Vessels current H+M Insurance and P&I Club cover, against payment of the relevant premium (a) upon presentation by the Owners of Original vouchers/invoices received by underwriters, subject to current underwriters approval/acceptance of the new Managers. CLAUSE 44 REPRESENTATIONS AND WARRANTIES The Charterers hereby represent and confirm that: (a) they have due corporate power and authority to enter into and perform their obligations under this Charter; (b) all consents, approvals or public authorizations which may be required in connection with the entering into and performance of their obligations under this Charter have been obtained; (c) they are not aware of any fact or circumstances in existence which could adversely affect their liability to perform their obligations under this Charter;

(d) the entry into and performance of this Charter does not and will no during the Charter Period violate in any material respect any agreement, contract or other undertakings to which they are a party of which is binding on they or any of their assets; and (e) under the laws of their respective jurisdiction in force at the date hereof, they will not be required to make any deduction or withholding from any payment they may make to the Owners hereunder. CLAUSE 45 UNDERTAKINGS The Charterers undertake and agree with the Owners that throughout the Charter Period they will: (a) Within one hundred and fifty (150) days after the close of each financial year, provide Owners with one (1) copy confirmed by their auditor (who shall be an authorized public accountant) of the audited balance sheets as of the close of each financial year and audited statement(s) of profit and loss and annual reports; (b) provide the Owners with all press releases and official reporting made by the Charterers (if any); (c) not, without the prior written consent of the Owners, demerge, merge, split, reorganize or otherwise change their business or operations, and procure the same in respect of their subsidiaries, in a manner so that as a result of which the financial condition of the Charterers and/or their ability to fulfill their obligations hereunder would be materially weakened; (d) manage its/their business in compliance with all relevant applicable laws, regulations and requirements; (e) as soon as practicable after the same are instituted, provide the Owners with details of any ligation, arbitration or administrative proceedings which are likely to weaken materially the ability of payment of hire; (f) obtain and promptly renew form time to time, and whenever so required, promptly furnish certified copies to the Owners of, all such authorizations, approvals, consents and licenses as may be required under any applicable law or regulation to enable the Charterers to perform their obligations under this Charter or required for the validity or enforceability of this Charter, and the Charterers shall in all material respects comply with the terms of the same; (g) Promptly notify the Owners in writing of any event of default (or event of which they area aware which, with the giving of notice and/or lapse of time or other applicable condition would constitute a default); (h) Notify the Owners of: (i) Any accident to the Vessel involving repairs where the cost is likely to exceed USD _________ (or the equivalent in any other currency); (ii) Any occurrence in consequence whereof the Vessel has become or is likely to become a Total Loss; (iii) Any arrest of the Vessel or the exercise or purported exercise of any lien on the Vessel; (i) As soon as possible and in no event later than forty five (45) days after the Charterers, the manager of the Vessel or any of their key employees

become aware of the same, procure that any distress or other similar charges against the Vessel shall be released; and (j) Obtain all necessary ISM Code and ISPS Code documentation in connection with the Vessel and at all time be in full compliance with such Codes. CLAUSE 46 INDEMNITIES 46.1 The Charterers shall on demand indemnify and keep indemnified the Owners and/or its officers and members of the management board (the Indemnified Parties) against: 46.2 All cost, charges, expenses, fees, taxes (including without limitation, all costs, charges, expenses, fees and/or taxes to be imposed on the Owners by any governmental bodies, losses, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature (collectively, Losses) suffered or incurr ed by the Owners and arising directly or indirectly in any manner out of the design, manufacture, delivery, non-delivery, purchase, importation, registration, ownership, management, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including any and all claims in tort or in contract by a sub-charterer of the Vessel or by the holders of any bills of lading issued by the Charterers or any sub-charterer; and 46.3 All losses suffered or incurred by the Owners, mortgagee(s) and any of the other financial institutions which are a party to the loan agreement secured by the Financial Instruments (the Lenders) with respect to or as a direct result of the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the US Oil Pollution Act of 1990 or the US Comprehensive Environmental Response Compensation and Liability Act of 1980 (as either may be amended and/or re-enacted from time to time hereafter) or similar legislation in any other jurisdiction, regardless of whether or not caused by or within the control of the Charterers and regardless of whether or not caused as a consequence of any deficiencies in the technical condition of the Vessel on the Delivery Date. The indemnities contained in this Clause 46 and Clause 17 shall survive any termination or other ending of this Charter and any breach of, or repudiation or alleged repudiation by, the Charterers or the Owners of this Charter.

CLAUSE 47 COMMUNICATION. 47.1 All notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, e-mail or fax number appearing below, or at such other place as such party may hereafter specify for such purpose; (i) In the case of Charterers: As per Clause 1. (ii) In the case of the Owners: As per Clause 1

47.2 A written notice shall means as per definition in Clause 1. A notice or other communication received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received on delivery, and any communication by fax or e-mail shall be deemed to be received upon appropriate acknowledgement by the addressees receiving equipment CLAUSE 48: HIRE/PURCHASE AGREEMENT On expiration of the Charter and provided the Charterers have fulfilled their obligations according this contract, it is agreed, that on payment of the final payment of hire as per Clause 11, 32 and 34, the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid for. In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers. The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter. The Sellers guarantee that the Vessel at the line of delivery, is free from all encumbrances, mortgages and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers flag, shall be for Buyers account. Any taxes, consular and other charges and expenses connected with closing of the Sellers register, shall be for Sellersaccount. In exchange for payment of the last months hire installment and payment of the Final Purchase Payment, as per Clause 11, 32 and 34, the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ships Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chain, etc.) as well as all plans which may be in Sellerss possession. The Wireless installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment. The Vessel with everything belonging to her shall be at Sellers risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description. The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the

Bareboat Charter as per Clause 3 or to pay the equivalent cost for their journey to any other place. In the event that Charterers/Buyers fail to pay the Final Purchase Payment, the Vessel shall remain the property of the Owners and any payments made under this Charter including the downpayment (ref Clause 32 and 34) shall be forfeited by the Charterers, and the Owners shall have no right to claim form Charterers the loss of the Final Purchase Payment.

CLAUSE 49: LIST OF APPENDICES TO THIS CHARTER Appendix 1 Letter of Quiet Enjoyment issued by mortgagee. Appendix 2 Summary of Financial Terms. IN WITNESS HEREOF the parties the Owners-Sellers and the CharterersBuyers hereto mutually agreed and signed TWO COPIES of this Contract for Bareboat Charter-Hire-Purchase to be duly executed on this day: __________,2013.
For Charterers-Buyers: For Owners:

Asdrubal Chavez President of PDV Marina S.A.

______________ __________________