The following is a brief outline of the differences between these new clauses and our previous clauses:

CHEVRONTEXACO CHARTER PARTY CLAUSES

REVISED APRIL 2004

NO.CLAUSE TITLE

1.ITOPF

2.Oil Pollution

3.Insurance

4.General Average

5.Eligibility and Compliance

6.Conflicts of Interest

7.Drug and Alcohol

8.Dispatch

9.ETA

10.Bill of Lading Indemnity

11.Vessel to Vessel Lighterage

12.Claims

13.Notice of Readiness

14.Weather and Laytime

15.Pumping

16.Cargo Retention

17.Intransit Loss

18.Bunkers

19.Bunker Inspection

20.Sea Terminals

21.BallastNO.CLAUSE TITLE22.Manifold Material

23.Hoses

24.Inert Gas System

25.Crude Oil Washing

26.Heating

27.Wires and Ropes

28. Backloading

29. Inmarsat Tracking

30.War Risk

31.Storage

32.Adherence to Voyage Instruction

33.Vessel Routing

34.Address Commission

35.Safe Berthing- Shifting

36.ChevronTexaco US Customs Automated Manifest System(AMS)37.Agency

38.Charter Party Administration

39. USWC Escort

40. Security of Vessel, Crew and Cargo

41. Arbitration and Law

42.Revised BIMCO ISPS

CHEVRONTEXACO SHIPPING CO. LLC GENERAL TERMS AND CHARTER PARTY CLAUSES

(REVISED: April 2004)

CHARTER PARTY CLAUSES

1.ITOPF (2-1-97)

Owners warrant that vessel is entered with the International Tanker Owners Pollution Federation (ITOPF) at the commencement of this charter and will so remain during its term.

2. OIL POLLUTION (8-1-01)

Owner warrants that the vessel will participate fully in Charterer's program of pollution avoidance, which prohibits intentional discharge overboard of any oily water, oily ballast or oil in any form (hereinafter called "oily residues"), except under circumstances whereby the safety of the vessel, cargo, or life at sea may be imperiled.

Owner, upon execution of this Charter or as soon as the vessel is cargo free, shall notify Charterer of the origin and type of cargo carried on the immediately preceding voyage.

The vessel shall, during tank washing, segregate the tank washings into one (1) cargo compartment and after maximum separation of the free water, discharge the free water overboard to the extent permitted by applicable international regulations. Thereafter, the Charterer shall be notified of the amount of oil and water in the segregated tank washings.

On being so notified, the Charterer will give instructions for the disposition of the segregated tank washings and any other oily residues on board (hereinafter collectively called "residues"). The residues will, at the Charterer's option: be pumped ashore at the loading terminal; or, be retained on board during the loaded passage.

If Charterer requires that the residues be pumped ashore at the loading port(s), no freight shall be payable on same but any extra expenses incurred by the vessel in pumping ashore shall be for Charterer's account; and extra time, if any, consumed for this operation shall count as used laytime.

If the residues are to be kept on board, the Master shall arrange that the quantity be measured in conjunction with the cargo suppliers, a note of the quantity be made in the vessel's ullage record and a slop certificate issued.

If Charterer requires that the residues be kept on board, commingled with cargo, no freight will be paid on residues but any extra expenses incurred by the vessel in pumping ashore shall be for Charterer's account; and extra time, if any, consumed for this operation shall count as used laytime.

If Charterer requires that the residues be kept on board, segregated from cargo, same shall, at Charterer's option, be discharged at the discharging port(s) in accordance with Charterer's instructions. No freight will be paid on residues but any extra expenses incurred by the vessel in pumping ashore shall be for Charterer's account; and extra time, if any, consumed for this operation shall count as used laytime.

If Charterer requires that the residues be kept segregated from cargo and not discharged at the discharging port(s), no freight will be paid on such residues.

In no event shall Charterer be liable for deadfreight due to cargo shutout by the retained residues and if there is a Part Cargo Minimum, the residues shall not count toward the minimum.

Any additional Suez Canal and/or port dues incurred on a ballast passage by reason of the residues shall be for the account of Owner.

3. INSURANCE (8-1-01)

Owner warrants that from the time the obligation to proceed to the loading port(s) and throughout vessels service under this Charter, the vessel shall be insured at Owners expense for:

Hull and Machinery Insurance including collision liability with a limit equal to or greater than Owners yearly declared value of the vessel.

Protection and Indemnity Insurance on a full entry basis with an International Group P&I Club. Such insurance shall include, but not be limited to: coverage for injuries to or death of masters, mates and crew; collision liabilities not insured under the H&M policy, excess collision liabilities, cargo legal liabilities and pollution liabilities. The limit of such insurance shall be as established by the rules of the International Group of P&I Clubs except for pollution liabilities which shall be limited to the maximum pollution limit offered through the P&I Clubs of the International Group (currently US $1 billion).

Hull and P&I war risk insurance with a limit of not less than the Owners yearly declared value of the vessel.

If so requested by Charterer, Owner shall promptly furnish to the Charterer proper evidence of such insurance. This warranty is to be regarded as an essential part of this Charter, which is conditional on its truth or performance, so that its breach entitles Charterer, at their option, to terminate the Charter and/or to recover any damages allowable.

4.GENERAL AVERAGE (4-28-04)

York/Antwerp Rules 1994 and any subsequent modifications thereof to apply.

5. ELIGIBILITY AND COMPLIANCE (8-1-01)

Owner warrants that the vessel is in all respects eligible under applicable conventions, laws and regulations for trading to the ports and places specified in Part I (C) and (D) and that she shall have on board for inspection by the appropriate authorities all certificates, records, compliance letters, contingency plans and other documents required for such service, including, but not limited to Certificates of Financial Responsibility for Oil Pollution and certificates relating to the ISM Code.

Owner further warrants that the vessel does, and will, fully comply with all applicable conventions, laws, regulations and ordinances of any international, national, state or local governmental entity having jurisdiction. In particular, Owner warrants that, for trading to or from ports in the United States, vessel does and will comply with all requirements of the Federal Oil Pollution Act of 1990 (OPA90) and regulations issued pursuant thereto and effective during the term of this charter party.

Any delays, losses, expenses or damages arising as a result of failure to comply with this clause shall be for Owner's account and Charterer shall not be liable for any demurrage for delay caused by vessel's failure to comply with the foregoing warranties.

In the interest of safety, Owner will recommend the Master observe the recommendations as to traffic separation and routing which are issued from time to time by the International Maritime Organization (IMO) or as promulgated by the State of the flag of the vessel or the State in which the effective management of the vessel is exercised.

6.CONFLICTS OF INTEREST (5-1-87, renamed 10-31-02)

Conflicts of Interest: No director, employee or agent of Owner shall give or receive any commission, fee, rebate, gift or entertainment of significant cost or value in connection with this Charter Party (other than brokerage commissions and other commissions and fees described in this Charter Party), or enter into any other business arrangement with any director, employee or agent of Charterer or any of its affiliates without prior written notification to Charterer. Any representative(s) authorized by Charterer may audit any and all records of Owner for the sole purpose of determining whether there has been compliance with this clause.

7.DRUG AND ALCOHOL (10-31-02)

Owner warrants that it has a Policy on Drug and Alcohol Abuse applicable to the vessel which meets or exceeds the standards in the Oil Companies International Marine (OCIMF) "Guidelines for the Control of Drugs and Alcohol Onboard Ship 1995 with subsequent amendments. Under the Policy, alcohol impairment shall be defined as a blood alcohol content of 40mg/100ml or greater; the appropriate seafarers to be tested shall be all vessel officers and crew and the drug/alcohol testing and screening shall include unannounced testing in addition to routine medical examination. An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers and crew be tested at least once a year through a combined program of unannounced testing and routine medical examinations. Owner further warrants that the Policy will remain in effect during the term of this charter and that Owner shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment or any test finding of impairment shall not in and of itself mean the owner has failed to exercise due diligence. Persons who test positive, refuse to test, or are unfit for duty (impaired because of drug or alcohol use) shall be immediately removed from Vessel.

8.DISPATCH (8-1-01)

The voyage is to be performed at about ________ knots weather and safe navigation permitting. Charterer shall have the option at any time to order the vessel to vary speed between such speed and a speed of ________ knots.

9.ETA (8-1-01)

Owner will instruct vessel's Master to advise all parties including Charterers of vessel's Estimated Times of Arrival (ETAs) at load and discharge ports as instructed in Charterers Voyage Orders, or other written instructions.

Charterer shall not be liable for any demurrage in respect of any delay in loading and discharging attributable to the failure of the vessel to give notice of its ETA in accordance with this clause.

10. BILL OF LADING INDEMNITY (10-31-02)

The discharge port(s) shown in the original Bill of Lading shall not constitute a declaration of discharge port(s) and Charterer shall have the right to order vessel to any port(s) within the terms of this Charter Party. Charterer hereby indemnifies Owner against claims brought by holders of original Bills of Lading against Owner by reason of change of destination ordered by the Charterer.

In the event that the original Bills of Lading are not available at the actual discharge port on vessel's arrival, Owner agrees to discharge cargo at facility(ies)/port(s) to receiver(s) designated by Charterer in the voyage orders without presentation of original Bills of Lading upon receipt of Charterers invocation of Owners approved P&I club recommended letter of indemnity wording. Owners approved P&I club is ___________________________________. Owner and Charterer agree that any requirement contained in the above referenced letter of indemnity wording for a bank guarantee is hereby waived.

Approved P&I Clubs:

Steamship Mutual Underwriting Association (Bermuda) Ltd.

United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Ltd.

West Of England Ship Owners Mutual Insurance Association (Luxembourg)

Japan Ship Owners Mutual Protection & Indemnity Association

Assuranceforeningen GARD

Assuranceforeningen Skuld

The Swedish Club (Sveriges Angfartygs Assurans Forening)

Britannia Steamship Insurance Association Ltd.

London Steamship Owners Mutual Insurance Association Ltd.

Shipowners Mutual Insurance (Seamens Benefits) Association

Standard Steamship Owners Mutual War Risks Association Ltd.

American Steamship Owners Mutual P&I Association

North of England P&I Association Limited

11. VESSEL TO VESSEL LIGHTERAGE (8-1-01)

Charterer may require vessel to perform a vessel to vessel lighterage operation at anchor or underway off any load or discharge port(s) or any designated lightering location in the open sea, in which event Charterer will provide the lighter, fenders, hoses and any other equipment deemed necessary by Charterer. Lightering to be conducted always in accordance with OCIMF guidelines. Owner agrees to allow personnel on board as necessary to the operation, including but not limited to Mooring/Lightering Master. Charterer may leave fenders and other supplied lightering gear alongside and aboard the vessel between lighterings. Owner agrees to exercise due diligence to protect Charterer's lightering gear from damage while in vessel's custody.

Laytime shall commence six (6) hours after Vessel's tendering of NOR at Charterer's designated lightering location (or when the first lighter is moored alongside, whichever occurs first) and shall end upon disconnection of hoses to last lighter. However, delays attributable to adverse weather conditions shall count as onehalf laytime (or be compensated for at onehalf the demurrage rate if allowed laytime has expired). Any delay due to the Vessel's condition or breakdown or inability of Vessel's facilities to load or discharge cargo at the rate requested by the lighter or attributable to deficiency of the vessel, her officers or crew, shall not count as used laytime (nor be compensated for at the demurrage rate if allowed laytime has expired). The lightering location shall not count as an additional discharge port or discharge berth when computing freight based on rates calculated by Worldscale.

12. CLAIMS (8-1-01)

A. Demurrage

Charterer shall not be obliged to pay any demurrage claim unless notice has been submitted by Owner to Charterer in writing within thirty (30) days of the date of completion of discharge, and such claim along with full supporting documents is received by Charterer within ninety (90) days from date of completion of discharge.

Supporting documents include, but are not limited to the vessel time sheets, pumping logs and terminal time logs, duly countersigned by surveyor and terminal representative. Owner agrees to instruct vessel or vessel agent to endeavor to obtain signatures from surveyor and terminal representative on all supporting documentation and to issue a Letter of Protest if they refuse to sign documents. Charterer to be advised in writing immediately and Letter of Protest to be forwarded to Charterer as soon as possible.

B. Other Claims

Charterer shall not be obliged to pay any claim relating to subject charter party unless the claim, along with full supporting documents is received by Charterer within ninety (90) days from the date of completion of discharge.

13.NOTICE OF READINESS (8-1-01)

Notices of Readiness given pursuant to Part II, Clause 6, shall not be properly tendered or deemed to be received by Charterer or Charterer's agent prior to the date stipulated in Part I (B) for commencing laydays except with Charterer's sanction.

If Charter sanctions tendering of notice prior to commencement of laydays the vessel may berth/load whenever requested by the loading terminal. Laytime shall commence when vessel commences loading or at 0600 hours on the first day of the laycan whichever occurs first. Time saved, if any, between commencement of loading and 0600 on the first day of the laycan shall be credited to Charterer as additional laytime allowed under the charter party.

Notice of readiness shall be tendered only at the customary anchorage assigned for the port of loading and any notice of readiness tendered in a location other than customary anchorage shall become invalid unless sanctioned by Charterer.

14.WEATHER AND LAYTIME (8-1-01)A.Under Clause 6 of Part II, berthing delays attributable to port closures or restricted berthing operations by reason of adverse weather (as determined by port authorities, pilots, or terminal authorities) shall count as onehalf laytime (or be compensated for at onehalf the demurrage rate if allowed laytime has expired). In addition any delays attributable to inability of vessel to berth by reason of insufficient tidal heights, tidal streams, daylight, and or restriction times from the customary anchorage or pilot station to the designated berth imposed by the port authorities, pilots, or terminal authorities shall not count as used laytime nor be compensated for at the demurrage rate if allowed laytime has expired.

B.In the event laytime has expired, Charterer shall be allowed the benefits of Clauses 6 and 7 of Part II at each port of loading or discharge before demurrage shall be incurred.

C.Under Clause 8 of Part II, delays to the vessel after arrival in berth attributable to port closures or restricted operations by reason of adverse weather conditions (as determined by port authorities, pilots or terminal authorities) shall count as one-half laytime (or be compensated for at one-half the demurrage rate if allowed laytime has expired).

D.With reference to Clauses 6 and 7 of Part II, running of laytime (or time on demurrage if allowed laytime has expired) shall, unless otherwise interrupted, cease upon disconnection of hoses at completion of loading or discharging. If, however, Vessel is not free to sail more than three (3) hours following disconnection of hoses by reason of failure of terminal to furnish cargo documentation or failure of cargo surveyor to complete inspection, running of laytime (or time on demurrage if allowed laytime has expired) shall resume at the end of said three (3) hour period and continue thereafter until cargo documents have been furnished and/or cargo inspection has been completed. If vessel was forced to leave the berth and/or loading facility to nearby anchorage for the purpose of awaiting documentation formalities, time lost on account of unberthing until anchoring shall not count as laytime or part of the three (3) hours as this being considered as part of the sailing process.

E. When vessel arrives after the canceling date and Charterers have not exercised cancellation as per Clause 5 part II of Asbatankvoy, laytime shall commence either on commencement of loading or forty-eight (48) hours after tendering a valid notice of readiness, whichever occurs first.

15.PUMPING (8-1-01)

Owner warrants that vessel will discharge a full cargo within twenty-four (24) hours (or prorata for part cargo) or will maintain an average minimum pressure at the vessel's manifold throughout discharge as specified below, provided receiving facilities are capable of accepting cargo within such time or at such pressure.

Vessel MDWT per Part I (A)Manifold Pressure, psi

Less than 60100

60 to 160125

Greater than 160150

If vessel does not comply with above warranty then any stoppage or suspension of cargo operations for internal stripping and draining will not count as used laytime or time on demurrage if allowed laytime has expired. Charterer or receiving terminal shall have the right to gauge discharge pressure at the vessel's manifold. In addition any time consumed due to inability of vessel to discharge cargo in accordance with the above pumping warranty will be for Owner's account and shall not count as used laytime (nor be compensated for at the demurrage rate if allowed laytime has expired). In addition, Charterer reserves the right to order the vessel from any berth at any time at the Owner's time and expense when this warranty is breached. In the event that demurrage is to be claimed by reason of alleged inability of receiving facilities to accept cargo within the warranted time or at warranted discharge pressure, vessel must present terminal with a Note of Protest prior to departing berth and Owner will include a copy of the vessel's pumping record, Note of Protest and other supporting documentation with such claim. Unless the requirements of the preceding sentence are complied with, Charterer may refuse to consider Owner's claim.

16.CARGO RETENTION (8-1-01)

In the event that any cargo remains on board upon completion of final discharge, Charterer shall have the right to deduct from freight an amount equal to the FOB port of loading value of such cargo plus freight due with respect thereto, provided that the volume of cargo remaining on board is pumpable (or would have been but for the fault or negligence of the Owner, Master, vessel or her crew) as determined by a qualified independent surveyor. Surveyor at load and discharge ports to be mutually paid for by Charterer and Owner.

Charterer shall have the right to have a representative or independent cargo loss specialist attend onboard the vessel at Charterer's sole cost at any loading and/or discharge port(s) and the Master and Owners shall cooperate to facilitate inspection of the vessel and observation of cargo operations. However, Charterer's exercising such right shall in no way effect either the Master's or Owner's authority over the vessel and every aspect of her operation, or the Master's or Owner's responsibilities to the Charterer for performance under this Charter Party.

Any action or lack of action under this clause shall be without prejudice to any rights or obligations of the parties.

17.INTRANSIT LOSS(8-1-01)In addition to any other rights which Charterers may have, Owners will be responsible for the full amount of any in-transit loss, exceeding three-tenths of one percent (0.3%), and Charterers have the right to deduct from freight an amount equal to the FOB port of loading value of such cargo plus freight due with respect thereto. In-transit loss is defined as the difference between GSV vessel volumes after loading at the load port and before unloading at the discharge port.

Any action or lack of action under this clause shall be without prejudice to any rights or obligations of the parties.

18.BUNKERS (10-31-02)

For the voyages performed under the terms of this Charter Party the Owner agrees to purchase bunker requirements from Charterer, or a company nominated by Charterer, whenever such requirement can be made available at competitive prices. In the event of lower prices being quoted for the Owner's requirements by another supplier at the port or ports in question, Owner undertakes to give Charterer or its nominee opportunity to match such quotations.

19.BUNKER INSPECTION (8-1-01)

Owner shall allow Charterer's independent inspectors to survey all bunker/diesel tanks at load port and discharge port. Owner shall additionally provide Charterer a statement signed by vessel's Master or Chief Engineer specifying actual quantities of vessel's own bunkers and diesel consumed between bunker surveys.

20.SEA TERMINALS (5-1-87)

Owner warrants that the vessel when calling at a sea terminal will maintain her engines in readiness and will be loaded and discharged in such a manner that she, at any state of loading or discharging operations, is able, if necessary for any reason, to immediately shut down cargo operations, and promptly disconnect hoses and mooring lines and proceed to another anchorage or area.

21.BALLAST (8-1-01)

A.Clean Ballast

Owner warrants that the vessel will arrive at load port with clean (unleaded) ballast.

B.West Africa BallastOwner warrants vessel will arrive at load port with sufficient clean ballast on board (approximately thirty percent (30%) of SDWT) for proper maneuverability. Owner further warrants vessel is able to deballast and load cargo simultaneously (or load part cargo, deballast, and load balance cargo) with two-valve segregation while maintaining thirty percent (30%) of summer deadweight and with the vessel's propeller and rudder properly immersed at all times. All delays, losses and expense incurred due to vessel's non-compliance will be for Owner's account.

C. Ballast Exchange/Management

Owner undertakes to instruct Master to comply with ballast water management and reporting of the state, local, and international regulations as applicable at the time. In executing ballast water management, Owner warrants that approved ballast exchange method(s) will be used bearing in mind all aspects of safety and seaworthiness of the vessel. All delays, losses and expenses incurred due to vessels non-compliance will be for Owners account.

22.MANIFOLD MATERIAL (7-1-92)

Owner warrants that all piping, valves, spools, reducers and other fittings comprising that portion of the vessel's manifold system outboard of the last fixed rigid support to the vessel's deck and used in the transfer of cargo, bunkers or ballast, will be made of steel or nodular iron. The fixed rigid support for the manifold system must be designed to prevent both lateral and vertical movement of the manifold. Owner further warrants that no more than one reducer or spacer will be used between the vessel's manifold valve and the terminal hose or loading arm connection.

23.HOSES (8-1-01)

Owner agrees to connect and disconnect hoses on board the vessel if so requested by Charterer at Owner's risk and expense.

24.INERT GAS SYSTEM (8-1-01)

A.Owner warrants that the vessel has a working Inert Gas System (IGS) and officers and crew are experienced in the operation of the system. Owner further warrants that the vessel will arrive at load port with cargo tanks inerted and that tanks will remain inerted throughout the voyage and during discharge.

B.Owner warrants that the vessel is equipped with automatic tank gauges and special standpipes with vapor lock valves and other gauging/sampling devices which will allow cargo inspectors to obtain accurate shipboard cargo measurements and samples.

C.Owners to strictly prohibit routine depressurizing and opening inerted cargo tanks; however, Master may be requested by terminal personnel or independent inspectors to breach the IGS for purposes of gauging, sampling, temperature determination and/or determining the quantity of cargo remaining on board after discharge. These activities shall always be carried out at the Master's discretion and consistent with the safe operation of the vessel. Any time used for these activities will count as used laytime or be compensated at the demurrage rate if on demurrage.

D. Owner warrants that the vessel will comply with all local, state, and international air emission laws, rules and regulations. If equipped any vapor recovery/balancing system is fully operational and will be used where required.

E. Any delays, losses or damages resulting from noncompliance with this clause shall be for the Owner's account.

25.CRUDE OIL WASHING (8-1-01)

Owner warrants that the vessel is equipped for and is otherwise capable of Crude Oil Washing (C.O.W.) all cargo tanks. Owner further warrants that the vessel complies with all international, national, and local requirements applicable to C.O.W. including but not limited to MARPOL. If requested by Charterer, vessel will conduct full C.O.W. of all tanks containing cargo concurrent with discharge of cargo, but vessel to always arrange for C.O.W. of the cargo tanks to the MARPOL minimum standard, as set out in the vessels C.O.W. operation and equipment manual. In the event of C.O.W. the warranted maximum discharge time shall be increased by ten (10) hours if all cargo tanks are crude oil washed, or prorata thereof if fewer than all cargo tanks are crude oil washed.

If, after Charterer requests C.O.W., the vessel fails to C.O.W. and/or the vessel fails to arrange for C.O.W. of the cargo tanks to the MARPOL minimum standard, any measurable cargo retained shall be deemed liquid and pumpable, and Charterer shall have the right to deduct from freight an amount equal to the FOB port of loading value of such cargo plus freight due with respect thereto.

26.HEATING (8-1-01)

A. Vessel to maintain load temperature maximum ____ degrees Fahrenheit. Charterers option to heat and maintain cargo above loaded temperature up to ____ degrees Fahrenheit during transit and up to ____ degrees Fahrenheit for discharge.

B.All losses, delays and expense incurred due to vessel's failure to follow Charterer's heating instructions will be for Owner's account. In addition, Charterer reserves the right to hold the vessel out of berth and/or to remove the vessel from any berth at any time at the Owner's time and expense until the vessel is in compliance with Charterer's heating instructions.

27.WIRES AND ROPES (10-31-02)

A.USWC/Hawaii Conventional Buoy Mooring (CBM) Requirements

Wires/Ropes on winches:

Number:Seven (7) preferred, six (6) acceptable provided they are in the correct location (see below)

Length:

Three hundred (300) meter required but two hundred twenty (220) meter wires/ropes are acceptable provided Owner agrees to rent sixty five (65) meter pendants made available by the Terminal

Material:Nylon or equivalent ropes are not acceptable. Polypropylene or equivalent are acceptable

Mounting:All wires/ropes must be mounted on their respective winch (see also location below)

Certificates:All wire/rope certificates must be on board and available for Terminal review upon request.

Breaking strength: In metric tons

PRIMARY

DWT

WIRES

ROPES

50- 99,000

67

84

100-149,000

75

95

over 150,000

100

122

Location:

Vessel MUST be able to run two wires/ropes from winches located on main deck forward (one (1) port and one (1) starboard), two (2) from main deck aft (one (1) port and one (1) starboard) and three (3) from the poop deck (two (2) may be acceptable). Single double-drum winches are acceptable on vessels below one hundred and five thousand (105,000) DWT. Vessel over this DWT must have separate winches on main deck forward and aft.

Pendants:

Vessel-furnished pendants must conform to OCIMF guidelines, i.e., their breaking strength (B.S.) must be equal to one hundred and thirty-seven percent (137%) of B.S. of wires if made of nylon, or one hundred and twenty-five percent (125%) of B.S. of wires if made by other synthetic fibers.

Chocks and double-horn bitts:

Vessels must have two (2) closed chocks and at least one (1) sets on bitts at each mooring location on both port and starboard side. Only double-horn bitts are acceptable. Roller-type chocks may be acceptable only if they have been enclosed by welding a preventive bar on top. Open-type roller chocks are NOT acceptable.

Winch brake holding capacity:

Must conform to OCIMF guidelines and must be set at sixty percent (60%) of the breaking strength of wires/ropes on winch.

Secondary ropes:

A second set of lines will be run to each buoy. Vessels must have on board a minimum of seven (7) synthetic lines (nylon lines are not acceptable) in good condition, minimum two hundred twenty (220) meters long and of minimum seventy-five (75) metric tons breaking strength. If vessel lines are not available, Owner agrees to rent Terminal furnished lines.

Boom:

Fifteen (15) metric ton boom or crane required. Ten (10) metric ton boom or crane may be acceptable on smaller vessels

Manifold:

Vessels must be able to safely connect twelve (12) and/or sixteen (16) inch hoses. If reducers are used, all connections/flanges must be within the boundaries of the containment area under the manifolds.

Information on rental costs are available from local agents. All delays, losses and expenses due to non-compliance with this clause will remain solely for Owners account.

B.EquipmentCharterer has the right to supplement vessel's mooring lines at load and discharge port. Rental cost, if any, shall be for Owner's account.

28.BACKLOADING (8-1-01)Charterers have the option of discharging part or all cargo in one port and reloading same port for further discharge within agreed ranges. Time used at the discharge/reload port to count as used laytime or demurrage if vessel is on demurrage. Freight always to be based on the maximum bill of lading quantity carried on any part of the voyage or the minimum quantity as per charter party, whichever is greater. The reload port is to be considered as second load port for freight calculation purposes.

29.INMARSAT TRACKING (8-1-01)

Charterers may from the time of fixing until completion of the charter period employ an Inmarsat C tracking system on the vessel. All registration and communication costs relating to this tracking system will be for charterers account. Charterers will advise when the system is operative and confirm termination on completion of the charter. Owners to supply the following information, which will form part of this clause:

Inmarsat C number (9 digits beginning with 4):

Manufacturer, make, etc.:

Model Number:

Terminal S/W version if known:

30.WAR RISK (5-1-87)

An increase of hull and machinery war risk premiums over and above those in effect on the date of this Charter Party, will be for Charterer's account. Any premiums, or increases thereto, attributable to closure (i.e., blocking and trapping) insurance shall be for Owner's account.

Surcharges which are in effect on the date of this Charter Party are for Owner's account.

31.STORAGE (7-1-92)

Charterer shall have the option to use vessel for floating storage up to a maximum of ___________days. Such option shall be declared not less than __________hours prior to ETA at first discharge port (or storage area) and Charterer shall thereafter give Owner __________hours prior notice of termination of floating storage. Charterer shall pay $___________/day, prorata a partial day, for each day vessel is used as floating storage. Said daily rate is inclusive of hotel bunkers, i.e., those bunkers required to keep engines in readiness at all times (approximately __________tons/day), and such bunkers required to increase cargo temperature for discharge as required by Charterer's voyage orders. Charterer shall compensate Owner for the replacement of additional bunkers (above hotel bunkers) consumed for steaming and maintaining minimum cargo temperature during the voyage as instructed by Charterer's voyage orders. Vessel will use minimum bunkers during the floating storage period. Claims for compensation for bunker replacement during the floating storage period shall be accompanied by a bunker supplier's invoice documenting replacement cost and by a statement, signed by the vessel's Master, documenting daily bunker consumption. The floating storage period will commence upon vessel's arrival at a floating storage area to be mutually agreed and shall cease upon vessel's sailing from same. At Owner's discretion, vessel shall be at anchor, or drifting during floating storage.

Fifty percent (50%) of ocean freight is payable upon arrival at storage area and the balance upon completion of discharge. Storage hire is payable every fifteen (15) days. Charterer will have the right once the vessel is on storage to order the vessel in and out of discharge port one or more times to discharge cargo. Time from and to storage area will be at the storage rate with Charterer paying all bunkers for steaming and all port charges except for final discharge. Time used from connecting hoses to disconnect hoses is to count as used laytime (or shall be compensated for at the demurrage rate if allowed laytime has expired).

32. ADHERENCE TO VOYAGE INSTRUCTIONS (8-1-01)

Charterers voyage instructions are deemed to form an integral part of the charter party.

Any delays, losses or damages resulting from noncompliance with this clause shall be for the Owner's account.

33.VESSEL ROUTING (8-1-01)

Owner undertakes to instruct vessel's Master to comply with Charterer's policy regarding routing, including but not limited to the following areas: U.S. and Canadian West Coasts/Hawaii/Alaska/Florida/Australia/New Zealand. Provided always that if in the opinion of vessel's Master adherence to Charterer's policy under the circumstances prevailing on any particular voyage would endanger the vessel, Master may follow alternate routings always keeping charterers informed of his intended routings. The details of routing requirements, as applicable, shall be provided in the voyage orders.

34.ADDRESS COMMISSION(8-1-01)Charterer shall deduct one and one quarter percent (1.25%) address commission from freight, deadfreight, and demurrage.

35.SAFE BERTHING-SHIFTING (7-1-92)

Delete ASBATANKVOY Part II, Clause 9 and substitute the following:

A)The Vessel shall load and discharge at any berth, dock, anchorage, submarine line, alongside a vessel or vessels or a lighter or lighters, or any other place whatsoever as ordered by Charterer, any lighterage being at the expense of the Charterer. The Charterer shall have the right of shifting the Vessel at ports of loading and/or discharge from one berth to another on payment of all towage and pilotage shifting to next berth, charges for running lines on arrival at and leaving that berth, additional agency charges and expense, customs overtime and fees, and any other port charges or port expenses incurred by reason of using more than one berth. Time consumed on account of shifting shall count as used laytime except as otherwise provided in Clause 15 of Part II.

B)Charterer shall exercise due diligence to ensure that the Vessel is ordered to ports, berths, docks, anchorages and/or other places for loading and discharging which are safe for the Vessel and where she can lie always safely afloat, but Charterer shall not be deemed to warrant the safety of any such port, berth, dock, anchorage or other place and shall be under no liability in respect thereof except for direct loss or damage caused by Charterer's failure to exercise due diligence as aforesaid.

36. ChevronTexaco US Customs Automated Manifest System(AMS) Clause (4-1-04)(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Owner shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i) Have in place a SCAC (Standard Carrier Alpha Code);

ii) Have in place an ICB (International Carrier Bond); and

iii) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs.

(b)The Charterer shall provide all necessary information to the Owner and/or their agents to enable the Owner to submit a timely and accurate cargo declaration.

The Charterer shall assume liability for and shall indemnify, defend and hold harmless the Owner against any loss and/or damage whatsoever (excluding consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers failure to comply with any of the provisions of this sub-clause. Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(c)The Owner shall assume liability for and shall indemnify, defend and hold harmless the Charterer against any loss and/or damage whatsoever (excluding consequential loss and/or damage) and any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Owners failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall not count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(d) The assumption of the role of carrier by the Owner pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

37.AGENCY (8-1-01)

Charterers shall nominate agents at loading and discharge ports but such agents shall be appointed, employed, instructed and paid for by Owners.

38.CHARTER PARTY ADMINISTRATION(10-31-02)The Charter Party Terms and Conditions are evidenced by the Brokers FIXTURE CONFIRMATION RECAP, both Owner and Charterer have three (3) working days to make any corrections to the RECAP. If no corrections are requested and made in this time frame then the FIXTURE CONFIRMATION RECAP will be considered as the binding contract.

There will be no formal written and signed Charter Party unless requested by either party.

CONFIRMING FIXTURE RECAP(10-31-02)

C/P DATE:

C/P FORM ASBATANKVOY

PREAMBLE:

CHARTERER:

OWNER:

VESSEL NAME:

FLAG:

PART I:

(A)SDWT (MMT):

YEAR BUILT:

CLASS:

LAST DRYDOCK:

SUMMER DRAFT:

LAST SPECIAL SURVEY:

LOA:

FITTED:

Yes/No

BEAM:

IGS

B/CM:

COW

TPC:

SBT

KTM:

CBT

BOOMS:

VAPOR RECOVERY

GRT:

COILED (Type)

PCNT:

COATED (Type)

SCNT:

P&I CLUB:

TVEL EXPIRATION DATE:

OPA90 PHASEOUT DATE:

ISM EXPIRATION DATE:

NATIONALITY OFFICERS/CREW:

VOL. CAPACITY @ 98% (INCL SLOPS):

CARGO CAPACITY:

LAST 3 CARGOES/CHARTERERS:1.

2.

3.

PRESENT POSITION:

ETS:

ETA LOAD PORT:

(B)LAYDAYS

COMMENCING:

CANCELLING:

(C)LOADING PORTS:

CHARTERERS OPTION

(D)DISCHARGING PORTS:

CHARTERERS OPTION

(E)CARGO:

(F)FREIGHT RATE:

(G)FREIGHT PAYABLE TO:

(H)TOTAL LAYTIME:

(I)DEMURRAGE RATE:

(J)COMMISSION OF % IS PAYABLE BY OWNER TO

(K)The place of General Average and arbitration proceedings to be:

(L)SPECIAL PROVISIONS

1) Worldscale hours, terms, and conditions to apply.

2) The following ChevronTexaco Shipping Company LLC Clauses are included in this Charter Party:

1.ITOPF (2-1-91)

2.Oil Pollution (8-1-01)

3.Insurance (8-1-01)

4.General Average (8-1-01)

5.Eligibility and Compliance (8-1-01)

6.Conflicts of Interest (10-31-02)

7.Drug & Alcohol (10-31-02)

8.Dispatch (8-1-01)

9.ETA (8-1-01)

10.Bill of Lading Indemnity (10-31-02)

11.Vessel to Vessel Lighterage (8-1-01)

12.Claims (8-1-01)

13.Notice of Readiness (8-1-01)

14.Weather/Laytime (8-1-01)

15.Pumping (8-1-01)

16.Cargo Retention (8-1-01)

17.Intransit Loss (8-1-01)

18.Bunkers (10-31-02)

19.Bunker Inspection (8-1-01)

20.Sea Terminals (5-1-87)

21.Ballast (8-1-01)

22.Manifold (7-1-92)

23.Hoses (8-1-01)

24.Inert Gas System (8-1-01)

25.Crude Oil Washing (8-1-01)

26.Heating (8-1-01)

27.Wires/Ropes (10-31-02)

28.Backloading (8-1-01)

29.Inmarsat Tracking (8-1-01)

30.War Risk (5-1-87)

31.Storage (7-1-92)

32.Adherence to Voyage Instructions (8-1-01)

33.Vessel Routing (8-1-01)

34.Address Commission (8-1-01)

35.Safe Berthing-Shifting (8-1-01)

36.Iraqi Sanctions (4-18-91)

37.Agency (8-1-01)

38.Charter Party Administration (10-31-02)

39.USWC Escort (8-1-01)

40.Security of the Vessel, Crew, and Cargo (10-31-02)

41.Arbitration and Litigation (10-31-02)

(4) Other terms

39.USWC ESCORT(8-1-01)

If so requested by Charterer, Owner agrees to appoint Foss Maritime to provide escort tugs in San Francisco Bay and Puget Sound. The cost of escort tugs in San Francisco Bay shall be for Charterers account and shall be billed directly from Foss Maritime to Charterer. The cost of escort tugs in Puget Sound in excess of one (1) tug shall be for Charterers account and shall be billed directly from Foss Maritime to Charterer.

If so requested by Charterer, Owner agrees to appoint Foss Maritime to provide escort and assist tugs for shifting between berths within a port when calling at more than one (1) terminal in San Francisco Bay, Puget Sound and Los Angeles/Long Beach. The cost of escort and assist tugs for shifting shall be for Charterers account and shall be billed directly from Foss Maritime to Charterer.

40.SECURITY OF VESSEL, CREW AND CARGO(10-31-02)

The security of the vessel, her officers and crew, and cargo is of paramount importance to ChevronTexaco. In light of the potential threat of terrorism, piracy, and other security threats worldwide, Owner will exercise due diligence and make best efforts to ensure the safety and security of the vessel, her officers and crew, and cargo at all times during the term of this charter party.

A.Recommendations

Charterer may from time to time provide Owner with recommendations related to heightened alert and security procedures while operating in certain areas of the world. These recommendations will normally be provided in the voyage orders. Nothing contained in these recommendations should be considered as relieving the Owner or Master of their responsibility for safe operation of the vessel or compliance with the terms and conditions of the charter party and in every case, Owner and/or Master shall voice any concern regarding safety and security of the port or berth to Charterer.

B.Communications

The voyage orders may also contain specific instructions for advising Charterer's employees, brokers and/or agents of vessel ETA's, vessel movements, and other activities for the purpose of monitoring vessel activity in areas of potential security risks. The owner agrees to comply with all such requests related to communication with Charterer's employees, brokers and/or other agents.

C.Confidentiality

Recognizing that the confidentiality of vessel orders, vessel movements, and other vessel activities is absolutely essential to security and to the successful dispatch and completion of the charterparty, the Owner and Charterer hereby agree they will keep such information strictly confidential and will share it only with persons who are directly involved with the safe and timely operation of Vessel for the term this charterparty is in effect. Owner also agrees to instruct all such personnel as to these confidentiality requirements.41.ARBITRATION AND LAW (10-31-02)The following clause will substitute for Section K of Part I and Clause 24 of Part II of Asbatankvoy, to select New York as location for arbitration and place of General Average.

Any and all disputes arising out of or relating to this contract shall be arbitrated in the City of New York before a board of three persons, consisting of one arbitrator to be appointed by the Owner, one arbitrator by the Charterer, and one by the two so chosen who will act in the capacity as procedural chairman. Their decision or that of any two of them shall be final and binding, and for the purpose of enforcing the award, this agreement and the award may be made a rule of the court. Either party may call for such arbitration by service upon the other, wherever it may be found, in the form of a written notice specifying the nature of the claim and the name and contact details of their appointed arbitrator. If the other party shall not, by written notice served on the first moving party within 20 days of the service of such first notice, appoint its arbitrator to arbitrate the disputes or differences specified, then the first moving party shall have the right without further notice to appoint a second arbitrator with precisely the same force and effect as if said second arbitrator had been appointed by the other party. Awards by the panel, or a majority thereof, may include costs and reasonable attorneys fees. The arbitration proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. and the applicable law will be the federal maritime law of the United States.

42.Revised BIMCO ISPS Clause* (4-28-04)(A) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel, the Owners shall procure that both the Vessel and "the Company" (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and the Company. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).

(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or the Company to comply with the requirements of the ISPS Code or this Clause shall be for the Owners account.

(B)(i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and any other information the Owners require to comply with the ISPS Code.

(ii) Except as otherwise provided in this Charter Party, loss, damage, expense, excluding consequential loss, caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers account and any delay caused by such failure shall be compensated at the demurrage rate.

(C)Provided that the delay is not caused by the Owners failure to comply with their obligations under the ISPS Code, and that the measures imposed by the port facility of relevant authorities applies to all vessels in that port and not solely to the Owners Vessel, the following shall apply:

(i) Notwithstanding anything to the contrary provided in this Charter Party, the Vessel shall be entitled to tender Notice of Readiness even if not cleared due to applicable security regulations or measures imposed by a port facility or any relevant authority under the ISPS Code.

(ii) Any delay resulting from measures imposed by a port facility or by any relevant authority under the ISPS Code shall count as half-laytime or half-time on demurrage if the Vessel is on laytime or demurrage. If the delay occurs before laytime has started or after laytime or time on demurrage has ceased to count, it shall be compensated by the Charterers at one half the demurrage rate and always in accordance with A(ii).

(D)Notwithstanding anything to the contrary provided in this Charter Party, any additional costs or expenses whatsoever solely arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Charterers account, unless such costs or expenses result solely from the Owners negligence, shall be shared equally between Owner and Charterer. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners account.

(E)If either party makes any payment which is for the other partys account according to this Clause, the other party shall indemnify the paying party.

* CVX deletions lined-through/additions underlined.