SEABULK INTERNATIONAL INC
SHIPBUILDING CONTRACT (HULL T145)
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>13
<FILENAME>g91717exv10w36.txt
<DESCRIPTION>SHIPBUILDING CONTRACT (HULL T145)
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.36



                              SHIPBUILDING CONTRACT



                                     BETWEEN



                               SEABULK ANGOLA INC.


                                       AND


                   LABROY SHIPBUILDING AND ENGINEERING PTE LTD

                                       FOR

                                   HULL T 145





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                                LIST OF CONTENTS



Article 1                  Definitions

Article 2                  Subject of the Contract

Article 3                  Time of Delivery

Article 4                  Price

Article 5                  Payment

Article 6                  Supervision

Article 7                  Sea Trials and Acceptance of Vessel

Article 8                  Builder's Right to Rescind the Contract

Article 9                  Alterations to the Vessel

Article 10                 Guarantee

Article 11                 Delay in Delivery and Deficiencies

Article 12                 Insurance and Property

Article 13                 Law Applicable and Jurisdiction

Article 14                 Miscellaneous

Article 15                 Validity






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                              SHIPBUILDING CONTRACT


                                       FOR


                       CONSTRUCTION OF ONE (1) 63 M ANCHOR
                           HANDLING TUG SUPPLY VESSEL
                                 HULL NO. T 145


This CONTRACT, is entered into this 26 Day of October 2004 by and between

LABROY SHIPBUILDING AND ENGINEERING PTE LTD, a corporation

organized and existing under the laws of Singapore having its office at No. 1,

Maritime Square #11-23, Harbour Front Centre, Singapore 099253 (hereinafter

called the "Builder")

on one part; and

SEABULK ANGOLA INC.

a corporation organized and existing under the laws of Marshall Islands.

(hereinafter called the "Owner") on one part:

IT IS HEREBY AGREED AS FOLLOWS:





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                                    ARTICLE 1


DEFINITIONS

In this Contract, the following terms shall have the meaning set forth below:

1.1      "Contract" or "this Contract" shall, unless the context otherwise
         requires, mean this Contract together with any addenda to this
         Contract, which may be mutually agreed between the Parties in writing.

1.2      "Parties" shall mean the Builder and the Owner.

1.3      "Builder" shall mean LABROY SHIPBUILDING AND ENGINEERING PTE LTD.

         "Owner" shall mean SEABULK ANGOLA INC.

1.4      "Classification Society" shall mean AMERICAN BUREAU OF SHIPPING (ABS).

1.5      "Contract Price" shall mean Price in Article 4 subject to adjustment in
         accordance with Article 7, 9 and 11 of this Contract.

1.6      "Protocol of Delivery and Acceptance" shall mean the Protocol to be
         executed by the Builder and the Owner on delivery of the Vessel as
         referred to in Article 3 and 7.

1.7      "Owner's Furnished Equipment" shall mean the items to be furnished by
         the Owner as referred to in the Contract, and as per Exhibit "E".

1.8      "Sea Trials" shall have the meaning set forth in Article 7 hereof.

1.9      "Builder's Bank" shall mean:      DBS Bank
                                           6 Shenton Way
                                           DBS Building, Tower One
                                           Singapore 068809
                                           A/c No: 001-053128-0

         for payments due to the Builder, or any other first class bank based in
         Singapore nominated by the Builder and approved by the Owner.

         "Owner's Bank" shall mean:

                              Fortis Capital Corp.
                              Three Stamford Plaza
                              301 Tresser Blvd.
                              Stamford, Ct 06901-3239 USA


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         for payments due to the Owner, or any other first class bank based in
         the United States nominated by the Owner and approved by the Builder.

1.10     "Supervisors" shall mean the person or persons duly authorised by the
         Owner to act as its representative or representatives for construction
         supervision in conformity with the stipulations of Article 6 hereof.

1.11     "Technical Specification" shall mean Technical Specification prepared
         by Builder Naval Architect, Ms Khiam Chuan Marine Pte. Ltd ref Project:
         KCM/Q441, signed by both Parties and forming an integral part of the
         Contract.

1.12     "Makers List" shall mean the list as attached to the Technical
         Specification and signed by both Parties and forming an integral part
         of the Contract.

1.13     "Contract Documents" shall mean documents and drawings as per Exhibit
         "A" signed by both Parties and forming an integral part of the
         Contract.

1.14     "Working Days" shall mean days upon which both Owner's lender and banks
         in Singapore are open for business.

1.15     "Delivery Documents" shall mean the documents referred to in Exhibit
         "B".

1.16     "Effective Date" shall mean the date when the Contract becomes
         effective pursuant to Article 15.

1.17     "Vessel" shall mean the New building under Hull No T145 as defined in
         the Contract.

1.18     "Delivery Date" shall mean the date when the completed Vessel shall be
         delivered, i.e. February 26, 2006, subject to modifications only in
         accordance with this Contract. Effective Date shall be the date when
         the first installment of 10% is paid to the Builder.




                                       5
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                                    ARTICLE 2

SUBJECT OF THE CONTRACT

2.1      OBJECT OF THE CONTRACT

         In consideration of the mutual covenants contained herein the Builder
         agrees to build, equip, launch and complete the Vessel at the Builder's
         wholly owned Shipyard known as PT Nanindah Mutiara Shipyard in Batam
         and to deliver the Vessel to the Owner after successful sea trials and
         completion of delivery formalities in accordance with Article 7 hereof.
         The Vessel shall be built according to the Contract Documents. The
         Contract Documents will form integral parts of this Contract.

         The Vessel shall be delivered to the Owner free of any liens, charges,
         claims, mortgages or other encumbrances whatsoever. The Owner agrees to
         purchase, pay for, accept and take delivery of the Vessel once
         completed in accordance with this Contract.

2.2      PRECEDENCE OF CONTRACT DOCUMENTS

         In the event of a conflict between the documents set out below the
         following order of precedence shall govern:

         1)                Contract
         2)                Technical Specification
         3)                General Arrangement
         4)                Makers List

2.3      MANNER OF CONSTRUCTION

         Design, materials and workmanship will be in accordance with the Rules
         and Regulations of the Classification Society as per paragraph 2.10,
         laws, rules, regulations and enactment as per paragraph 2.11 and
         according to first class shipbuilding practice and the Technical
         Specification. All works and installations not precisely specified in
         the aforementioned documents shall be executed to internationally
         recognized shipbuilding practice.

         The Owner shall furnish to the Vessel such items as are set out in the
         list of Owner's Furnished Equipment attached hereto as Exhibit "E" and
         otherwise as may be mutually agreed in writing between the Parties.






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2.4      MAIN DIMENSIONS

         The Vessel shall have the dimensions and characteristics stated in the
         Technical Specification and in the General Arrangement, including the
         following main particulars:

         -   length over all                       63.00m
         -   length between perpendiculars         55.80m
         -   breadth moulded                       15.00m
         -   depth moulded                         6.10m
         -   draft design                          5.00m
         -   Gross tonnage                  abt    1,600 tonnes
         -   Deadweight                     abt    1,650 tonnes at 5.00m
         -   Bollard Pull  ahead        minimum    80 tonnes
         -   Free running speed, ahead             14.50 knots at 4.50m draft

2.5      PROPELLING MACHINERY

         The Vessel shall be propelled by 2 units of four stroke diesel engine,
         each coupled to a C.P.Propeller in Kort nozzle

         The main engines plant shall operate using MDO.

2.6      FUEL CONSUMPTION

         The specific fuel consumption of the main engine, when operating on,
         using corrected to a lower (net calorific value of 42,707 KJ / kg in
         accordance with I.S.O. - 3046/I ambient conditions and without attached
         pumps shall not exceed : 185gm/kWh with 5% tolerance.

2.7      SPEED

         The Vessel's speed on even keel, at a draft of abt. 4.50 in sea water
         on trial conditions, deep water (7 - 8 times the draught), no current,
         with clean hull and with the wind not exceeding the force of 2 Bft and
         sea not exceeding 2 Bft to be 14.5 knots at 100% MCR.

         The speed will be verified on seatrials.

2.8      BOLLARD PULL.

         The Vessel's bollard pull during sea trail at 100% MCR must be:

         Ahead:            80 tonnes minimum.

         Bollard Pull to be verified in accordance with relevant section of the
         Technical Specifications


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2.9      CLASSIFICATION

         The Vessel shall be designed, equipped and built under the survey and
         according to be the Rules of American Bureau of Shipping to achieve on
         delivery the Class Notation: ABS +A1, Combination Tug & Support Fire
         Fighting Vessel Class 1 (E), +AMS, +ACCU, +DPS-1.

         And designed and built in accordance with internationally recognized
         shipbuilding standards for new vessels of the type and general
         characteristics of the Vessel.

2.10     RULES AND REGULATIONS

         (i)      The Vessel shall correspond on delivery to the Technical
                  Specification.

         (ii)     The Vessel shall be built, equipped and certified complying
                  with all the applicable laws, regulations, rules according to
                  Article 2.9 hereof and international conventions of the
                  Marshall Island flag of registry and requirements of the
                  regulatory bodies in force at the date of signature of this
                  Contract.

2.11     CERTIFICATES

         At the time of the Vessel's delivery to the Owner pursuant to Article
         3.1 hereof respective ABS certificates ( the " Certificates" ) or
         preliminary certificates based on the laws, rules, regulations, and
         enactment mentioned in Article 2.10 and 2.11 hereof, section 105.4 of
         the Technical Specifications and issued by Classification Society, and
         applicable authorities and Builder, will be supplied by the Builder to
         the Owner as per the Technical Specification.

         Fees for obtaining these Certificates will be borne by the Builder.
         Other certificates required for the Vessel's registration under
         Marshall Island flag shall be procured and paid for by the Owner with
         the exception of the Tonnage Measurement Certificate, which shall be
         for the Builder's account. Certificates for Owner's Furnished Equipment
         shall be procured and paid for by the Owner.

2.12     INVENTORIES AND DELIVERY DOCUMENTATION

         On or before delivery of the Vessel to the Owner the following will be
         supplied by the Builder:

         a)       Inventory as described in the Technical Specification which
                  will be stored on board as provided for in the Vessel.

         b)       The Delivery Documents according to Exhibit "B" of this
                  Contract.




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2.13     REGISTRATION

         The Vessel shall be registered by the Owner at its own cost and expense
         at the time of its delivery and acceptance subject to the provision of
         the Certificates specified in Article 2.12.



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                                   ARTICLE 3


TIME OF DELIVERY

3.1      The Builder shall deliver the Vessel to the Owner afloat at a safe
         berth at Builder's shipyard on the Delivery Date, i.e. February 26,
         2006, or 16 months after the date of this Contract as set forth on page
         one, which ever is later, subject to modifications and permissible
         extensions as provided for in the Contract. The Builder shall give to
         the Owner written notice notifying when the Vessel will be ready for
         delivery approximately 21 (twenty-one) days before the anticipated
         Delivery Date. The Builder shall also give to the Owner written
         confirmation 7 (seven) days before the definite Delivery Date.

         The Vessel shall be delivered clean, paint work touched up, with all
         Builder's equipment removed to customary good practice, and the Vessel
         to be fit for immediate commercial operation.

3.2      The agreed Delivery Date is subject to force majeure reservations,
         mentioned in Article 11.1. Force majeure shall be regarded as occurring
         if the delivery, after the Contract has been signed the Builder is
         prevented or delayed by extraordinary circumstances or events which the
         Builder could not reasonably have anticipated by exercising utmost due
         diligence when signing the Contract, e.g. such as but not limited to
         unforeseeable events within or outside the Builder's shipyard as war or
         warlike conditions, embargoes, mobilizations, strikes or lockouts,
         natural catastrophes, fire or other extraordinary events, beyond the
         control of the Builder and not which are caused by the Builder's fault,
         error, omission, negligence or imprudence. Force majeure shall moreover
         be regarded as occurring if the delivery is prevented or delayed by
         late deliveries of major parts (always provided, however, that these
         services and deliveries have been ordered by the Builder in a timely
         manner with due consideration that delay would be force majeure under
         this Article if it had affected the Builder's obligations). This
         provision shall not affect the Builder's obligation to exercise due
         diligence in avoiding or minimizing delays.

         In force majeure circumstances the Builder may require an extension of
         delivery time by as many working days as the Builder proves that the
         delivery has been delayed on account of such circumstances. The Builder
         is obliged to do his utmost to avoid or minimize the delay. If
         circumstances occur which in the Builder's reasonable opinion may
         entail delay, the Builder shall as soon as possible, but at the latest,
         within 7 days of the commencement of the event of force majeure notify
         the Owner thereof in writing and submit documents of evidence.

         The Builder shall also whenever possible, indicate the probable
         duration of the delay. If written notice is not given within the above
         period, force majeure may not subsequently be invoked.


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3.3      As soon as possible, but in any event within 7 days from the date of
         commencement of any delay on account of which the Builder claims that
         it is entitled under Article 3.2 hereof to an extension of time of
         delivery of the Vessel the Builder shall give notice to the Owner of
         the date such delay commenced, the reasons thereof and an estimate of
         the duration thereof. Similarly, as soon as possible, but in any event
         within 7 days after such delay expires, the Builder shall give notice
         to the Owner of the date such delay expired and shall specify the
         period of the time by which in his judgement the time for delivery of
         the Vessel should be extended. In the event of a dispute on the said
         period it may be referred to arbitration in accordance to Article 13.

3.4      The delivery of the Vessel shall be understood as effected upon signing
         the Protocol of Delivery and Acceptance as per Exhibit F on behalf of
         the Builder and the Owner and a Protocol of Delivery and Acceptance
         from the Owner's lender if required. The Builder shall prepare or cause
         the preparation of and furnish to the Owner on delivery of the Vessel
         the documents referred to in Exhibit "B" attached hereto.




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                                    ARTICLE 4


PRICE

4.1      The Contract Price of the Vessel is United States Dollars: Ten million
         nine hundred and seventeen thousand only (US$10,917,000/-)

4.2      The Contract Price is fixed, i.e., not subject to any adjustment
         including but not limited to any rise or fall in rates of wages, cost
         of equipment or materials or currencies, save that it is subject only
         to adjustments as provided in Articles 7, 9 and 11 hereof.

4.3      All costs and fees, including taxes concerning payment imposed by
         authorities outside the Builder's country, incurred or imposed by
         reason of the transfer of funds to the Builder referred to in
         paragraphs (a) to (c) of Article 5.2 hereof shall borne by the Owner
         provided that the corresponding costs and fees imposed within the
         Builder's country shall be borne by the Builder.





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                                    ARTICLE 5


5.1      PAYMENT INSTALLMENTS

         Payment of the Contract Price shall be made by the Owner to the Builder
         by Three (3) installments as follows:

         1st  installment (10%) equal to US$1,091,700/- on 5 Jan 2005.
         2nd installment (5%) equal to US$545,850/-  on 31 March 2005.
         3rd  installment (85%) equal to US$9,279,450/- upon Delivery of Vessel

5.2      PAYMENT PROCEDURES

         The Owner shall pay the Builder the aforesaid installment upon
         presentation of the following documents :

         (a)      in respect of the First Installment on 5 January 2005 provided
                  the Invoice has been presented at least fifteen (15) banking
                  days, prior to such date.

         (b)      in respect of the Second Installment on 31 March 2005 provided
                  the Invoice has been presented at least fifteen (15) banking
                  days, prior to such date.

         (c)      in respect of the Third Installment, upon presentation of
                  Protocol of Delivery and Acceptance of Vessel Signed by both
                  the Owner and the Builder.

5.3      PAYMENT FOR MODIFICATION

         The sums due for modifications under Article 9 of this Contract shall
         be paid as follow:

         (a)      100% of such sum for modifications agreed upon under Article 9
                  when the statement of the adjustment of price is made by the
                  Builder and accepted by the Owner shall be settled together
                  with the final payment at the Delivery Date.

5.4      SECURITY TO BE PROVIDED BY BUILDER

         (a)      As security for the obligation to refund installments made by
                  Owner due to delays or deficiencies of the Vessel as set out
                  in Article 11 or due to default under this Contract by
                  Builder, Builder shall deliver to Owner a bank guarantee(s),
                  in a form and with a first class bank reasonably acceptable to
                  Owner, in amounts sufficient to cover each payment installment
                  made under Articles 5.1 and 5.2. Builder may provide a series
                  of bank guarantees covering the amounts of each installment,
                  concurrent with and effective upon the payment of each such
                  installment.

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         (b)      Notwithstanding the installment payment requirements set forth
                  in Articles 5.1 and 5.2, no such installment shall be due
                  unless and until the bank guarantee is delivered to Owner
                  covering such installment as provided for in this Article 5.4.

         (c)      Bank guarantee(s) shall be valid up until the delivery of the
                  vessel to the Owner and shall be assignable to Owner's lender.




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                                    ARTICLE 6

SUPERVISION

6.1      Until delivery of the Vessel, the Owner shall be entitled to have
         permanent Supervisors present at the Builder's shipyard in order to
         supervise the building of the Vessel in accordance with the Contract
         and the Contract Documents and to give in writing to the personnel
         appointed by the Builder reasonable remarks concerning any deficiency
         or defect in the building or testing of the Vessel. Upon receipt of
         such remarks the Builder shall correct such deficiencies or defects.
         However, if in the opinion of the Builder and supported by the
         Classification Society the remark does not concern any deficiency or
         defect in terms of this Contract, a written statement of the Builder
         will be forwarded to the Owner specifying the Builder's reasons. If the
         parties cannot reach agreement, the dispute will be submitted to
         arbitration under Article 13.

6.2      The Owner shall be entitled to employ consultants to supervise from
         time to time with regard to the supervision as provided under this
         Article.

6.3      The Supervisors shall have the right to participate in any inspection,
         tests and trials including the Sea Trials, carried out by the Builder,
         the Builder's subcontractors and/or the Classification Society. In the
         event of failure of the Supervisor to be present at any inspections,
         tests and trials after reasonable written notice to them of the time
         and place of such inspections, test and trials (such notice to be given
         within the period agreed upon between the Supervisor and the Builder,
         which will permit the Supervisors to be present; at a minimum this
         period will be 1 day in advance for test and trial at the Builder's
         shipyard, Sea Trials in accordance with Article 6.1 hereof, and five
         (5) working days for test and trial conducted at any location other
         then the Builders shipyard) such inspections, test and trials shall be
         performed as if the Supervisor were present and the respective test
         shall not be repeated due to the absence of the Supervisor.

6.4      The Builder shall free of charge arrange for the Supervisors use of
         such office space and other reasonable facilities for the Supervisors
         located at the Builder's shipyard or its close proximity as are
         necessary to enable the Supervisors to carry on their duties. The
         office space will be equipped with office furniture, high speed
         internet access and at lease two telephones with separate lines. The
         Owner shall be entitled to use of a separate facsimile machine for its
         own use and equipment to access the internet. The Builder shall assist
         the Owner in the installation of same. Costs of telephone, telefax and
         email will be borne by the Owner.

         The Supervisors shall have free access during any working hours to the
         Vessel and any other place in the Builder's Shipyard where work is
         being done or material for the Vessel is being produced or stored in
         connection with the construction of Vessel by Builder.

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         As far as possible the Builder will arrange for the Supervisors to have
         access to materials and equipment in the manufacturer's and
         subcontractor's premises as detailed below:
         Main engine(s)
         Generator sets
         Gearbox & CP Propeller(s)

6.5      The Supervisors shall properly and reasonably execute their function
         but shall not interfere with normal practices of the Builder's
         shipyard.

6.6      The procedure of approval of technical drawings is as follows. Approval
         of plans shall not affect Owner's or Builder's rights and obligations
         under this Contract.


         (a)  The Builder shall submit to the Owner four (4) copies of each of
              the plans and drawings, including revised plans, to be submitted
              to the Owner for its approval at its address as set forth in
              Article 14.6 hereof. The Owner shall, within ten (10) working days
              after receipt thereof, return to the Builder the approval or
              comments, if any, of the Owner. A list of the plans and drawings
              to be so submitted to the Owner shall be mutually agreed upon
              between the parties hereto.

         (b)  In the event that the Owner or the Owner's Representative shall
              fail to return the plans and drawings to the Builder within the
              time limit as hereinabove provided, such plans and drawings shall
              be deemed to have been automatically approved without any comment.
              In the event the plans and drawings submitted by the Builder to
              the Owner or the Owner's Representative in accordance with this
              Article do not meet with the Owner's or the Owner's
              Representative's approval, the matter may be submitted by either
              party hereto for determination pursuant to Article 13 hereof. If
              the Owner's comments on the plans and drawings that are returned
              to the Builder by the Owner within the said time limit are not
              clearly specified or detailed, the Builder shall promptly request,
              in writing, clarification from Owner or Owner's Representative. If
              such clarification does not reach the Builder from the Owner
              within 5 working days of the Owner's receipt of such request, the
              Builder shall be entitled to place its own reasonable
              interpretation on such comments in implementing them.

         (c)  The Builder shall not submit or have submitted drawings that are
              pending Owner's approval or comments, if any, in excess of ten
              (10) drawings. If the Builder submits more then ten (10) drawings,
              the Owner can request additional time for forwarding of the
              Owner's approval or comments, if any, for the specific drawings in
              addition to the ten (10) working days stipulated above. The Owners
              request for additional time will be specific as to drawing and
              number, of additional days. Builder will not unreasonably withhold
              approval of Owners request for additional time for the Owner to
              forward approval and comments, if any. Drawings that the Owner has
              requested additional time will not be considered automatically
              approved until after the additional time has passed.

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         (d)  If the Builder thinks that any of the Owner's comments require an
              Alteration to the Vessel as provided for in Article 9 hereof, the
              Builder will notify the Owner in writing. The Builder will
              respond, in writing, to each of the Owner's comments.


6.7      The Owner shall inform the Builder in writing of the names and titles
         of the Owner's Supervisors and of the extent of the Supervisors'
         authorization to undertake decisions on behalf of the Owner. The Owner
         shall have the right to send a skeleton crew to the Builder's shipyard
         for the purpose of becoming familiar with the equipment of the Vessel,
         ship schemes and systems. During the sea trials, Owner's skeleton crew
         may be on board the Vessel but will neither take any active part in the
         sea trials nor interfere with the management of the Vessel by the
         Builder's crew.

6.8      (a)  The Builder shall indemnify the Owner against any action, claim or
              proceedings, and any costs or expenses incurred thereby, brought
              against the Owner or any of the Owner's servants or agents by any
              of the Builder's employees in connection with or rising from this
              Contract provided always that such action, claim or proceedings is
              not occasioned by the gross negligence or willful act or omission
              of the Owner or any of the Owner's servants or agents.

         (b)  The Owner shall indemnify the Builder against any action, claim or
              proceedings and any costs or expenses incurred thereby brought
              against the Builder or any of its servants or agents by the
              Owner's employees or representative(s) in connection with or
              arising from this Contract, provided always that such an action,
              claim or proceedings is not occasioned by the gross negligence or
              willful act or omission of any of the Builder's servants or
              agents.

6.9      The Builder shall have no responsibility for salaries and expenses or
         the Supervisors and skeleton crew of the Owner or any other person
         employed by the Owner for the purpose set forth in this Article 6.

6.10     The activity of the Supervisors in the shipyard shall not in any way
         diminish the Builder's obligations under this Contract and not delay
         the construction and delivery of the Vessel.





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                                    ARTICLE 7


SEA TRIALS AND ACCEPTANCE OF VESSEL

7.1      The Sea Trials shall be carried out before the Vessel's Delivery. The
         Builder shall give the Owner written notice approximately four weeks
         before anticipated Sea Trials. The Builder shall also give written
         confirmation of the actual commencement date of the Sea Trials seven
         (7) days prior thereto. The Sea Trials shall be performed in the
         presence of the Owner's Sea Trials Committee (the name of whose members
         shall be provided to the Builder in writing) and the Classification
         Society's representatives. In the event of the failure of the Owner's
         Sea Trial Representative to be present at the Sea Trials after due
         notice has been given to the Owner as provided above, the Builder may
         conduct the Sea Trials despite the absence of the Owner's Sea Trial
         Committee. In such case, the result of the Sea Trials executed by the
         Builder and confirmed by the Classification Society's representatives
         shall signify successful completion of the Sea Trials. This does not
         apply if by reasons beyond the Owner's control the Owner is prevented
         to send a Committee. In such case the Sea Trials shall be reasonably
         postponed to enable the participation of the Owner.

7.2      The Sea Trials shall be conducted according to the programme of the Sea
         Trials required by the Classification Society and in accordance with
         the Technical Specification provisions and agreed upon with the
         Classification Society and the Owner in due time.

         A written Sea Trial agenda will be prepared by the Builder and provided
         to the Owner for review and approval seven (7) days prior to the
         scheduled commencement of the Sea Trial.

         The Builder shall load the Vessel with the required quantity of fuel
         oil, lubricating oil and greases, fresh water, and other stores
         necessary to conduct the trials as set forth in the Technical
         Specifications. The necessary ballast (fuel oil, fresh water and such
         other ballast as may be required) to bring the Vessel to the trial load
         draft, as specified in the Technical Specifications, shall be supplied
         and paid for by the Builder whilst lubricating oil shall be supplied
         and paid for by the Owner within the time advised by the Builder for
         the Sea Trials as well as for use before the delivery of the Vessel to
         the Owner. The type of lubricating oil and greases shall be in
         accordance with the engine specifications and the Owner shall decide
         and advise the Builder of the supplier's name for lubricating oil and
         greases before the launching of the Vessel, provided that the supplier
         shall be acceptable to the Builder and/or the makers of all the
         machinery.

7.3      Any fuel oil furnished and paid for by the Builder for trial runs
         remaining on board the Vessel, at the time of acceptance of the Vessel
         by the Owner, shall be bought by the Owner from the Builder at the
         Builder's purchase price for such supply and payment by the Owner


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         thereof shall be made at the time of delivery of the Vessel. The
         Builder shall pay the Owner at the time of delivery of the Vessel for
         the consumed quantity of any lubricating oil which were furnished and
         paid for by the Owner at the Owner's purchased price thereof. In
         measuring the consumed quantity, lubricating oils remaining in the main
         engine, other machinery and their pipes, stern tube and the line, shall
         be excluded.

7.4      If the Sea Trials Committee and/or Classification Society
         representatives discover on such Sea Trials defects or omissions, then
         the Builder shall rectify same at their own expense to the satisfaction
         of the Classification Society and the Owner as soon as possible, before
         delivery of the Vessel. Should any serious defects occur during the Sea
         Trials, so as to involve major interruption or irregular performance of
         Sea Trials, new Sea Trials - if required by the Owner or Classification
         Society, shall be carried out in respect of the defective installation
         at the Builder's expense.

7.5      The Protocol of Sea Trials Acceptance shall be made and shall be signed
         by the Builder and Owner's Sea Trial Committee or if the Sea Trials are
         performed without presence of the Owner's Sea Trials Committee when the
         notices of Sea Trials have been given as per Article 7.1 by the Builder
         and the Classification Society's representative.

7.6      After successful completion of the Sea Trials including providing the
         Buyer with a comprehensive written report of all the trial results and
         completion of the Vessel in accordance with the Contract and Contract
         Documents and when the Builder has performed all of its obligations
         thereunder and the Vessel has been completed in accordance with the
         provisions of this Contract and Contract Documents including issuance
         of clean documents as per EXHIBIT "B" hereof in original, the Builder
         shall notify the Owner to that effect.

         Upon receipt of such notification from the Builder, the Owner shall,
         within 5 Working Days thereafter, notify the Builder by telex or
         facsimile confirmed in writing of the acceptance or non acceptance of
         the Vessel and in case of non acceptance, stating the reasons therefor.
         The Builder shall remedy such defects within 20 days. The Owner shall
         then be obliged to sign the Protocol of Delivery and Acceptance if he
         accepts the Vessel.

         In the event the Owner fails to notify the Builder by telex or telefax
         confirmed in writing of the acceptance or non acceptance of the Vessel
         within 5 Working Days as from the receipt of Builder's notification,
         the Owner shall be obliged to sign the Protocol of Delivery and
         Acceptance. If the Owner then fails to take delivery of the Vessel
         within 3 days thereof, the Builder shall be entitled to proceed as per
         Article 8.

7.7      If in the course of construction, the Vessel sustains any damages and
         the repair of such damage has been carried out to the satisfaction of
         the Classification Society and the Owner's consultant, the owner shall
         have no right to refuse the Vessel or lodge any claims for compensation
         for such damage, provided that the Vessel is built and is ready for
         delivery in accordance with all the terms of this Contract.

                                       19
<PAGE>

7.8      The Owner shall take possession of the Vessel immediately upon delivery
         and acceptance thereof and shall remove the Vessel from the berth of
         the shipyard within 5 days after delivery and acceptance thereof is
         effected. If the Owner shall not remove the Vessel from the Berth of
         the shipyard within the aforesaid 5 days, then, in such event, the
         Owner shall pay to the Builder a reasonable mooring charge for the
         Vessel.

7.9      The Owner shall not be entitled to reject the Vessel by reason of any
         minor or insubstantial items judged from the point of view of standard
         shipbuilding and shipping practice as not being in conformity with the
         specifications, but, in that case, the Builder shall not be released
         from the obligation to correct and/or remedy such minor or
         insubstantial items as soon as practicable after the delivery of the
         Vessel.




                                       20
<PAGE>


                                    ARTICLE 8


BUILDER'S RIGHT TO RESCIND THE CONTRACT

8.1      RIGHT OF RESCISSION

         Save rescission of the Contract is decided in mutual agreement between
         the Owner and the Builder, the Builder is not entitled to rescind the
         Contract, except under conditions whereby the Owner is in default of
         performance of his obligations as defined in Article 8.2 under this
         Contract. If the Builder wishes to rescind the Contract the Builder
         shall follow the procedure to this Article.

8.2      DEFINITION OF DEFAULT

         The Owner shall be deemed to be in default of performance of its
         obligations under this Contract in the following cases:

         a)       If the Owner fails to pay any of the installments to the
                  Builder within the time stipulated in Article 5 hereof, or

         b)       if the Owner fails to take delivery of the Vessel, when the
                  Vessel is duly tendered for delivery by the Builder under the
                  provisions of Article 7.5 and 7.6 hereof.

8.3      INTEREST AND CHARGE

         If the Owner is in default of payment of any installment as referred to
         in Paragraph 8.2 a) of this Article, the Owner shall pay interest on
         such installment at the annual rate of 2% above prevailing prime rate
         of DBS Bank, Singapore from due-date of the installment until the date
         of payment to the Builder of the full amount including interest.

8.4      EFFECT OF DEFAULT

         a)       If any default by the Owner occurs, as provided herein before,
                  the Delivery Date shall be automatically postponed for a
                  period of continuance of such default by the Owner.

         b)       If any default by Owner as referred to under Paragraph 8.2 a)
                  of this Article continues for a period of 5 days, the Builder
                  shall give notification to the Owner and Owner's lender by fax
                  or telex of such failure, and the Owner and its lender shall
                  have a further period of 20 days to make good such default.

         c)       If the Owner persists in default after the notification and
                  the further period granted as stated in Paragraph 8.4a) and b)
                  of this Article, the Builder may rescind the Contract as
                  provided in Paragraph 8.5 herein below.



                                       21
<PAGE>

8.5      SALE OF VESSEL

         In the event of rescission of the Contract as above provided, the
         Builder shall have the option to sell the Vessel and all property
         thereof, either at private sale or public auction. Before private sale,
         the resale price of the Vessel shall be verified by statements of
         international brokers and shall be mutually agreed between the Builder
         and the Owner.

         If the Builder sells at public auction, the Owner may purchase the
         Vessel at such auction. Such invitation to attend shall include the
         place and date at which the auction will be held, which date shall not
         be less than 30 calendar days from the date on which invitation to
         attend is forwarded to the Owner.

         The Owner shall, forthwith upon receipt of such invitation, acknowledge
         by telex that the same has been received. The sale at auction may be
         made by the Builder upon such terms and conditions as the Builder shall
         reasonably deem fit, and the proceeds thereof obtained at either the
         public auction or private sale shall be applied to :

         a)       Payment or reimbursement to the Builder of the costs
                  necessarily and directly incurred by the Builder in connection
                  with the auction or sale;

         b)       Payment of the unpaid balance of the Contract Price to the
                  Builder with interest as above provided;

         c)       Payment of any other proven loss or damage (excluding
                  consequential damages) which the Builder may have sustained by
                  reason of the Owner's default to the Builder;

         d)       Payment of the balance remaining thereafter, if any, to the
                  Owner.


         If after either of the above events of sale the proceeds of sale exceed
         the total amounts to which such proceeds are to be applied as
         aforesaid, the Builder shall promptly pay the excess to the Owner
         without interest, provided, however, that the amount of such payment to
         the Owner shall in no event exceed the total amount of installment
         already paid by the Owner. If the proceeds of sale are insufficient to
         pay such total amounts payable as aforesaid, the Owner shall promptly
         pay the deficiency to the Builder upon demand.





                                       22
<PAGE>


                                    ARTICLE 9


ALTERATION TO THE VESSEL

9.1      The Builder shall agree to make any reasonable alteration or additions
         to the Vessel requested by the Owner in writing, provided that the
         programme of the Builder will not materially be effected by such
         alteration and provided such written request takes into account the
         current status of the Vessel's completion. All alterations shall be
         conducted under the terms of a written agreement between the Parties
         duly executed and signed by the Parties, which shall be made prior to
         the commencement of the alterations and shall set forth any change in
         the Contract Price and/or the Delivery Date of the Vessel and any other
         modification to this Contract which may be necessary.

9.2      If any alterations and/or additions pursuant to 9.1 or 9.3 will cause
         an increase or decrease in the dead-weight of the Vessel, and/or cargo
         capacity, and/or its stability and/or its speed and/or its fuel
         consumption, the Builder will notify the Owner of the need for any
         Contract provisions with respect to such characteristics to be adjusted
         with respect to such alterations and/or additions and the Owner shall
         confirm to the Builder whether it wishes such alterations to proceed.

9.3      If any new particular design or drawing presented by the Builder and
         accepted by the Owner has the effect of changing any item in the
         Technical Specification, then this item in the Technical Specification
         shall be superseded by the agreed change, provided that the Builder has
         notified the Owner in writing of the consequence of changing any item
         when introducing any new particular design or drawing.

9.4      In the event that subsequent to the date of the signing of this
         Contract any modifications, deletions or additions are made to the laws
         and/or rules and/or regulations applicable to the Vessel or their
         interpretation or their application, the Builder will advise the Owner
         in a similar manner to an Owner's modification as described in 9.1 and
         9.2 above and will inform the Owner of any adjustment of speed
         requirements and / or price adjustment any other adjustment whatsoever
         of this Contract and Contract Documents, referred to in the Exhibit A.
         The Owner may apply to the Classification Society or other regulatory
         bodies for a waiver of compliance to any modifications, otherwise the
         Builder will effect them after receiving written authorization from the
         Owner. The costs or savings relating to these alterations will be for
         the account of the Owner.

9.5      Modifications by the Classification Society and / or regulatory bodies
         which are not compulsory for the Vessel shall be treated as Owner's
         modifications as stated in 9.1 and 9.2 above, if the Owner elects and
         agrees in writing to comply with the same.



                                       23
<PAGE>


9.6      Subject to Article 2 the Builder reserves the right to make minor
         modifications to the Technical Specification and / or Plans found
         necessary to suit the local conditions and facilities of the Builder's
         shipyard, the availability of materials and equipment, the introduction
         of improved construction and/or production methods, provided that the
         Builder shall first have notified the Owner and obtained the Owner's
         prior approval in writing.





                                       24
<PAGE>


                                   ARTICLE 10


GUARANTEE

10.1     For the period of twelve (12) months after delivery of the Vessel
         ("Guarantee Period") the Builder guarantees the Vessel and her engines
         including all parts and equipment under this Contract. This guarantee
         excludes any item which is supplied by the Owner or by any other bodies
         on behalf of the Owner. This guarantee is against all defects which are
         due to defective material and/or poor workmanship and are not a result
         of accident, ordinary wear and tear, misuse, mismanagement, negligence
         or other improper acts or omissions or neglect on the part of the
         Owner, its employees or agents.

10.2     NOTICE OF DEFECTS

         The Owner or its duly authorised representative shall notify the
         Builder in writing, or by fax or email, confirmed in writing, within a
         reasonable time after discovery of any defect for which claim is made
         under this guarantee. The Owner's written notice shall describe the
         nature of the defect and the extent of the damage caused thereby.

         The Builder shall have no obligation for any defects, discovered after
         the expiry date of the Guarantee Period, unless first notice of such
         defects is received by the Builder not later than ten (10) days after
         such expiry date.

10.3     REMEDY OF DEFECTS

         a)       The Builder shall remedy at its own expense any defect,
                  against which the Vessel or any of its parts or equipment is
                  guaranteed under this Article, by making all necessary repairs
                  and replacements. Such repairs or replacements will be made at
                  Builder's shipyard if the Vessel can be conveniently brought
                  there.

         b)       If the Owner and the Builder agree that the replacements or
                  repairs under this Article cannot be conveniently made at the
                  Builder's shipyard, the Owner may have such repairs and/or
                  replacements carried out elsewhere. In such a case the
                  Builder's guarantee will not extend to the workmanship
                  involved in making such replacements or repairs. The Builder
                  shall reimburse the Owner the documented expenses for such
                  replacements or repairs.

10.4     In the event a defect or deficiency has been remedied a new guarantee
         of 6 (six) months applies for the affected parts after expiration of
         the Guarantee Period.


10.5     The Builder shall use all reasonable endeavours to obtain extended
         guarantee periods from the manufacturers and suppliers. In the event
         that the normal guarantee periods stipulated by manufacturers or

                                       25
<PAGE>
         suppliers or various components of machinery, materials, equipment, and
         outfit furnished to the Builder and embodied in the Vessel exceeds the
         aforesaid guarantee period, such extended guarantee rights are to be
         assigned and made available to the Owner by the Builder.

10.6     Any defective parts shall be kept by the Owner for 6 (six) months from
         date of removal for examination if the Builder notifies the Owner in
         writing before removal that it considers this necessary for the
         settlement of the Owner's claim. After such period of 6 (six) months,
         the Builder shall be deemed to have waived any need for such evidence.
         If required by the Builder, the defective parts shall dispatched at the
         Builder's expense for examination by the Builder. If the claim is
         rejected by the Parties or ultimately by legal decision as provided in
         Article 13 hereof as guarantee claim, the Owner shall refund the
         expenses of dispatching the parts to the Builder. If such claim is
         accepted as guarantee claim the Builder shall bear all necessary
         expenses.

10.7     All forwarding expenses for replacement parts supplied under guarantee
         obligation shall be at the Builder's expense as far as paragraph 10.3
         (b) hereof is concerned. In case of need not to delay the Vessel's
         operation, it is the Builder's customary practice to dispatch
         replacement parts by airfreight.

10.8     The Builder may appoint one (1) Guarantee Engineer(s) for the initial 3
         months of guarantee period, if deemed necessary.

         The Owner shall provide the Guarantee Engineer(s) with accommodation,
         subsistence and ship's communication at no cost to the Builder.

         The Owner shall be liable to and indemnify the Builder for personal
         injuries, including death and damages to or loss of properties of the
         Guarantee Engineer(s), if such injuries, death, or loss of properties
         were caused by negligence of the Owner or its employees or agents.

10.9     SECURITY FOR GUARANTEE

         As security for the obligation of the Builder to remedy defects under
         Article 10.3(a) or to reimburse the Owner for replacement or repair
         expenses under Article 10.3(b), Builder shall deliver to Owner a bank
         guarantee, in a form and with a first class bank reasonably acceptable
         to Owner, in the amount of five percent (5%) of the Contract Price of
         the Vessel. Such warranty bank guarantee shall be delivered to Owner on
         or before the Delivery Date and shall be effective for a term of the
         Guarantee Period plus six months from the expiration of the Guarantee
         Period. Owner may refuse to accept delivery of the Vessel and make the
         final installment payment unless and until Builder delivers said
         warranty bank guarantee.



                                       26
<PAGE>


                                   ARTICLE 11


DELAY IN DELIVERY AND DEFICIENCIES

11.1     If the Vessel is delivered later than the Delivery Date, the Builder
         shall not be required to pay any liquidated damages for the first
         fifteen (15) days thereafter. The Builder shall then pay to the Owner
         US$2,000/- per day for each day of further delay as liquidated damages
         if delivery takes place beyond the above mentioned period. The Owner
         may not claim on account of any delay compensation over and above said
         liquidated damages or make any other claim on account of any delay. If
         the delay in delivery of the Vessel for which the Builder is
         responsible shall continue for period of more than forty five (45) days
         beyond the Delivery Date as stipulated in Article 3.1 or if the total
         cumulative delay in delivery including delays due to force majeure or
         other reasons or circumstances whatsoever within or beyond the control
         of the Builder totals more than ninety (90) days counted from the
         Delivery Date the Owner shall be entitled at its option to:

         i)       reject the Vessel and rescind this Contract. The Builder shall
                  refund immediately to the Owner, or Owner's lender if lender
                  so directs, the full amount the Owner has paid to the Builder
                  under this Contract together with the original cost of the
                  Owner Furnished Equipment delivered to the Builder, plus
                  interest thereon at the rate of 2% above prevailing prime rate
                  of DBS Bank, Singapore from the date following the date of
                  receipt by the Builder of such pre-delivery installment(s) to
                  the date of payment by the Builder to the Owner of the refund
                  whereupon this Contract shall be deemed to be rescinded and
                  all rights, duties, liabilities and obligations of each of the
                  Parties to the other shall terminate.

         ii)      accept the Vessel at the Contract Price plus or minus any
                  adjustments pursuant to Article 7 and 9 hereof, minus the
                  liquidated damages, if any, payable under this Article 11.1
                  and minus the sum of all other liquidated damaged due pursuant
                  to this Article 11; or

         iii)     accept the Vessel at a mutually agreed price, provided always
                  that the maximum liquidated damage payable by the Builder
                  shall not exceed 5% of the Contract Price.

11.2     BOLLARD PULL.

         Should the bollard pull of the vessel as recorded during the official
         sea trial be less than the Bollard Pull contracted in Article 2.8 and
         should the Builder be unable to remedy this defect within reasonable
         time, then the Owner can reject the Vessel.

                                       27
<PAGE>

         In such event the Builder shall refund immediately to the Owner the
         full amount the Owner has paid to the Builder under this Contract
         together with the original cost of the Owner Furnished Equipment
         delivered to the Builder, plus interest thereon at the rate of 2% above
         prevailing prime rate of DBS Bank, Singapore from the date following
         the date of receipt by the Builder of such pre-delivery installment(s)
         to the date of payment by the Builder to the Owner of the refund,
         whereupon this Contract shall be deemed to be rescinded and all rights,
         duties, liabilities and obligations of each of the Parties to the other
         shall terminate.

11.3     SPEED

         Should the speed of the vessel as recorded on the official Sea Trial be
         less than the Speed specified in Article 2.7, and should the Builder be
         unable to remedy this defect within reasonable time then, the Owner can
         reject the Vessel.

         In such event the Builder shall refund immediately to the Owner the
         full amount the Owner has paid to the Builder under this Contract
         together with the original cost of the Owner Furnished Equipment
         delivered to the Builder, plus interest thereon at the rate of 2% above
         prevailing prime rate of DBS Bank, Singapore from the date following
         the date of receipt by the Builder of such pre-delivery installment(s)
         to the date of payment by the Builder to the Owner of the refund,
         whereupon this Contract shall be deemed to be rescinded and all rights,
         duties, liabilities and obligations of each of the Parties to the other
         shall terminate.


11.4     FUEL OIL CONSUMPTION-DELETED.


11.5     DEADWEIGHT -DELETED.



                                       28
<PAGE>


                                   ARTICLE 12


INSURANCE AND PROPERTY

12.1     Title to the Vessel, to the extent completed and paid for by Owner, and
         (to the same extent) title to all work and material performed upon or
         installed in the Vessel or placed on board the Vessel, shall vest in
         the Owner. Title in all material at the Builder's shipyard and all
         material of the Builder located elsewhere, for use in the performance
         of the contract work, to the extent that the Owner has paid for same,
         shall also be vested in the Owner. However, except as may otherwise be
         provided in this Contract, the risk of loss of or damage to the Vessel
         and/or all such work and material, along with the corresponding
         obligation to insure such risks pursuant to Section 12.2, shall remain
         with the Builder until Delivery; and the Owner shall not be deemed to
         have hereby waived its rights to require the Builder to replace, at
         Builder's expense, defective, damaged or destroyed workmanship or
         material, and to deliver the Vessel with the contract work completed,
         all in accordance with this Contract. The Builder shall have an equity
         in such material and completed contract work in the Builder's shipyard
         and elsewhere to the extent that it has not been paid for by the Owner
         and to the extent that it is not incorporated in or installed on the
         Vessel. In the event that any Owner Furnished Equipment item is lost or
         damaged and Builder is unable to replace or adequately repair such
         items, Owner shall be entitled to deduct the Invoice value for the
         relevant item from the Delivery installment. Concurrently with Delivery
         of the Vessel, all risks of loss and damage, as well as all insurance
         responsibilities in respect of the Vessel, shall pass to Owner.

         EXTENT OF INSURANCE COVERAGE

12.2     The Vessel and/or such parts as shall be constructed and all materials,
         engines, machinery, outfit and equipment pertaining to this Contract
         and within the premises of the Builder's shipyard shall immediately be
         marked with the Vessel's Hull Number and shall until delivery of the
         Vessel be insured by the Builder at Builder's expense, with acceptable
         class insurance companies or underwriters under coverage corresponding
         to the London Institute Builder's risks clause including trials with
         the exception of war risks and in accordance with and subject to the
         terms of the usual construction policy for a total of not less than the
         amount having been paid by the Owner to the Builder of the Vessel.
         Builder shall cause its insurers to name Owner and Owner's lender as
         additional insureds under the above insurances, but without liability
         for premiums.



                                       29
<PAGE>


12.3     (a)      Partial Loss of Vessel

         In the event the Vessel shall be damaged by any insured cause
         whatsoever prior to acceptance thereof by the Owner and in further
         event that such damage shall not constitute an actual or a constructive
         total loss of the Vessel, the Builder shall repair such damage,
         satisfactory to the Owner and Classification requirements without
         remarks, exceptions or recommendations and to the provisions of this
         Contract without additional expense to the Owner. If the Vessel shall
         be so damaged by a non insured cause, the Builder may elect to repair
         such damage as above or treat the Vessel as a total loss in accordance
         with (b) below.

         (b)      Total Loss of Vessel

         In the event the Vessel is determined to be an actual constructive,
         compromised or arranged total loss, the Builder and the Owner shall
         agree as soon as reasonably practicable after declaration of such total
         loss but in any event within twenty-eight (28) days thereafter on one
         of the following alternatives.

         i)       To build another Vessel in place of the Vessel so lost and
                  deliver it under this Contract to the Owner provided that the
                  parties shall have agreed in writing to a reasonable time for
                  the delivery of such Vessel in place of the lost Vessel, or
                  failing to reach such a decision.

         ii)      The Builder shall refund immediately to the Owner, or to
                  Owner's lender if Owner's lender so directs, in the Full
                  amount of installments paid to the Builder under this Contract
                  together with the original cost of the Owner Furnished
                  Equipment delivered to the Builder, plus interest at rate of
                  2% above prevailing prime rate of DBS Bank, Singapore
                  whereupon this Contract shall be deemed to be rescinded and
                  all rights, duties, liabilities and obligations of each of the
                  Parties to the other shall terminate.

                  In case of no agreement, the second alternative to apply.

         (c)      The policies required under this contract will require
                  Underwriters to provide the Owner and Owner's lender 30 days
                  prior written notice of any policy cancellation. In the event
                  Builder does not provide proof of equivalent coverage prior to
                  cancellation, the Owner will have the right but not the
                  obligation to purchase equivalent coverage and deduct the cost
                  of such coverage from the next scheduled payment due from
                  Owner to the Builder under this agreement.

         The Owner shall receive copies of the policies 10 days prior to keel
laying.



                                       30
<PAGE>


                                   ARTICLE 13


LAW APPLICABLE AND ARBITRATION

13.1     This Contract and all other agreements and amendments pursuant and
         relating to this Contract shall be construed, interpreted and in all
         respects including those of product liability be governed by the
         Singapore Law.

13.2     Notwithstanding any translation of this Contract, Documents or any of
         the Annexes or Exhibits hereto into any other languages, the English
         wording shall prevail.

13.3     If any dispute arises between the parties hereto in regard to the
         design and/or construction of the Vessel, their machinery and
         equipment, and/or in respect of the materials and/or workmanship
         thereof, and/or thereon, or the Technical Specification or the Plans,
         the Parties may by mutual agreement refer the dispute to a
         classification society or to such other expert as may be mutually
         agreed between the parties hereto, and whose decision shall be final,
         conclusive, and binding upon the parties hereto.

13.4     In the event that the Parties hereto do not agree to settle a dispute
         according to Sub-Article 13.3 and/or in the event of any other dispute
         of any kind whatsoever between the parties and relating to this
         Contract or its rescission or any stipulation therein, such dispute
         etc, shall be submitted to arbitration under Sub-Article 13.5 below.

13.5     The dispute or difference shall be referred to arbitrators, one to be
         appointed by each party, and such arbitrators shall refer the matter to
         an umpire. Alternatively, the parties hereto may agree to refer such
         dispute or difference to a single arbitrator agreed between the parties
         or elected by the president of the Singapore International Arbitration
         Centre. Any such reference shall be deemed to be a submission to
         arbitration within the meaning of the Arbitration Act in force from
         time to time in Singapore.

13.6     Any such reference to arbitrators shall if related to delay require
         such arbitrators to state in any award made the number of days (if any)
         by which the Delivery Date shall be extended by reason arising from the
         dispute or difference.

13.7     Any arbitration under this Article shall take place in Singapore and in
         English language.

13.8     In the event of any dispute or difference arising or occurring prior to
         delivery to, or acceptance by, the Owner of the Vessel being referred
         to in arbitration, the parties hereby acknowledge that time is of the
         essence in obtaining an award from the arbitrator on such dispute and
         the parties hereby agree that the arbitration shall be conducted
         according to the following timetable:


                                       31
<PAGE>

         (a)      The claimant in the arbitration to serve points of claim
                  within fourteen (14) days of the appointment of the
                  arbitrator.

         (b)      The respondent in the arbitration to serve points of defense
                  and points of counterclaim, if any, within fourteen (14) days
                  thereafter.

         (c)      The claimant to serve points of reply and defense to
                  counterclaim, if any, within seven (7) days thereafter and the
                  hearing of the arbitration to commence within twelve (12)
                  weeks of the appointment of the arbitrator.


                                       32
<PAGE>


                                   ARTICLE 14


MISCELLANEOUS

14.1     RIGHT OF ASSIGNMENT

         The Owner shall not assign this Contract to any other individual or
         company unless prior consent of the Builder is given in writing, such
         consent shall not be unreasonably withheld by the Builder provided,
         however, the Owner may assign this contract to any indirectly or
         directly wholly owned subsidiary or to any affiliate which is 100%
         owned directly or indirectly by the ultimate parent of the Owner. The
         Builder shall not assign this Contract except as agreed in writing by
         the Owner.

14.2     PATENTS, TRADEMARKS AND COPYRIGHTS

         Machinery and equipment of the Vessel may bear the patent number,
         trademarks or trade names of the manufacturers thereof. The Builder
         shall defend and save harmless the Owner from patent, trademarks and
         copyrights liability, or claims of patent, trademarks and copyrights
         infringement of any nature or kind, including costs and expenses for,
         or on account of any patented invention or item subject to trademark or
         copyright rights made or used in the performance of this Contract and
         also including costs and expenses of any litigation. The Builder's
         indemnity hereunder does not extend to any Owner's Furnished Equipment.

14.3     GENERAL PLANS, SPECIFICATIONS AND WORKING DRAWINGS

         Khiam Chuan Marine Pte Ltd retains the title to the Design as stated in
         Exhibit G part 7.1 of this contract. Builder and Owner undertakes not
         to disclose or divulge the Technical Specifications, plans and working
         drawings, technical descriptions, calculations, test results and other
         data, information and documents concerning the design and construction
         of the Vessel and the information contained therein to any third
         parties, without the prior written consent of the other party,
         excepting where it is necessary for usual operation, repair and
         maintenance of the Vessel.

14.4     COSTS, TAXES AND DUTIES

         Any and all taxes of any nature whatsoever due as a result of the
         performance of this contract by the Builder, including but not limited
         to the purchase of equipment and material supplied by the Builder
         (imported or purchased from local suppliers), workforce, payments to
         sub-contractors will be paid by the Builder. Any legal, Consular or
         Notary expenses in connection with registration under the Owner's flag
         shall be borne by the Owner.




                                       33
<PAGE>

14.5     ASSISTANCE TO OWNER

         Builder is to provide any and all information and assistance that maybe
         requested by Owner and / or Banks that maybe interested in or have
         agreed to provide finance for the Construction of the subject Vessel.
         Any and all information provided will be held confidential and used
         solely for the intended purpose it has been provided for. If Owners and
         / or their Banks with whom an agreement is reached for financing the
         construction of the Vessel request any subsequent changes to the terms
         of Contract as a result of Owners obtaining finance then Builder agrees
         to cooperate and assist in making the required changes provided these
         are reasonable. Owner remains responsible for any additional costs
         incurred as a result of any changes being made to the contract terms.

14.6     CERTIFICATE OF OWNERSHIP

         Upon the delivery of the Vessel to the Owner, the Builder shall deliver
         to the Owner a Certificate of Ownership in the form attached hereto as
         Exhibit "C".

14.7     ADDRESS OF CONTRACTING PARTIES

         The respective addresses of the Parties for the purposes of the
         Contract hereof until further notice are :

         a)       For commercial notices:

                           Seabulk Angola Inc.
                           c/o Seabulk Offshore SA
                           14, Avenue Reverdil
                           Case Postale 2572
                           1260 Nyon 2
                           Switzerland
                           Tel: +41 22 365 2260

                  For Technical notices:

                           Seabulk Angola Inc.
                           c/o Seabulk International Inc.
                           2200 Eller Drive
                           PO Box 13038
                           Fort Lauderdale, Fl 33308, USA
                           Attention Arthur T. Denning
                           Tel: (954) 524-4200 Ext 612
                           Fax: (954) 522-0416
                           E-mail: tom.denning@sbulk.com




                                       34
<PAGE>



         b)       Builder:          Labroy Shipbuilding and Engineering Pte Ltd
                  Address:          1, Maritime Square #11-23
                                    HarbourFront Centre
                                    Singapore 099253
                                    Attention: Toh Ho Tay
                                    Tel: +65 6551 5900
                                    Fax: +65 6377 4414
                                    Email: toh@labroy.com.sg

14.8     LANGUAGE

         All notices, communications and documents in connection with this
         contract shall be in English language.




                                       35
<PAGE>



                                   ARTICLE 15


VALIDITY

15.1     This Contract shall become effective the date (Effective Date) when the
         Contract is signed on 26 Oct 2004.

15.2     Any modifications of and/or changes to this Contract are only valid if
         executed in writing and duly signed by all Parties.

15.3     This Contract has been made in good faith in the English language and
         has been signed in two (2) originals in Singapore.



                                   ARTICLE 16

OPTIONS

16.      Owner shall have options for four additional Vessels under the terms
         and conditions set forth in Exhibit G, attached hereto and made a part
         hereof.


For and on behalf of                   For and on behalf of



OWNER                                  BUILDER



/s/ GERHARD E. KURZ                    /s/ TAN BOY TEE
-------------------------------        -----------------------------------------
BY : MR. GERHARD KURZ                  BY :MR. TAN BOY TEE






WITNESS                                WITNESS



/s/ HUBERT E. THYSSEN                  /s/ TOH HO TAY
-------------------------------        -----------------------------------------
BY :HUBERT E. THYSSEN                  BY : TOH HO TAY



                                       36
<PAGE>

                                    EXHIBIT A


"TECHNICAL SPECIFICATION"           Hull No T145
                                    63/5M Anchor Handling Tug
                                    Supply Vessel
                                    Project KCM/Q441 dated 20 Oct 2004


"MAKER LIST"                        as attached to Technical Specification


"GENERAL ARRANGEMENT"               KCM Drawing No. KCM/Q441-G-1



                                    EXHIBIT B


                          LIST OF DELIVERY - DOCUMENTS


-   Protocol of Delivery and Acceptance

-   Builder's Certificate

-   Certificate of Owner ship, EXHIBIT C

-   Commercial Invoice

-   Results of Sea Trials

-   Protocol of Inventory Delivery

-   Protocol of Spare Parts Delivery

-   Protocol of Fuel, Lubricating Oil and Greases

-   Delivery Documentation (Plans, Drawings, Manuals etc.)

-   Certificates as defined in Article 2.12

-   Test Reports

-   Other Documents as listed in Section 105.4 of the Technical Specifications




                                       37
<PAGE>


                                    EXHIBIT C


                            CERTIFICATES OF OWNERSHIP



Pursuant to Article 3 of the Contract dated....................................

by and between.................................................................

having its registered office at ............................ and...............

......................................  as the Owner, and having its registered

office at............................................. for the construction and

delivery to the Owner of.......................................................

constructed at .................................................. yard, .......

(the Builder) hereby makes the following Declaration of Warranty :





In pursuance of the provisions of Article 13.4 of the Contract

(Builder)

dated .................................. hereby transfer to....................

............................... or its nominee referred to as the Owner in the

Shipbuilding Contract the property of the ................................  and

Vessel No. ...... at..... Shipyard free and clear of any liens, charges, claims,

mortgages or other encumbrances as of this ............................. day of

..............................................................






.................................
Signature










                                       38
<PAGE>









                                    EXHIBIT D


(INTENTIONALLY LEFT BLANK)









                                       39
<PAGE>

















                                    EXHIBIT E



                            LIST OF OWNER'S SUPPLIES
                  (above those specified in the Specification)




Cabin and bathroom inventories (towel, linen, blankets)

Kitchenware and pantry ware

Mess inventory (china, cutlery, glasses, towels, etc.)

Provisions

Normal tools and portable lifting equipment other than that referred to in the
Technical Specification

Consumables

Additional Spare Parts

Sea charts and books

Ropes and deck inventories besides those indicated in the Technical
Specification

Stores and inventories besides the fixed ones

Medicine outfit

Television & other entertainment equipment above those specified in the
Specification.






                                       40
<PAGE>


                                    EXHIBIT F


    OF THE CONTRACT REFERRING TO ARTICLE 3 (TIME OF DELIVERY), PARAGRAPH 3.4

                       PROTOCOL OF DELIVERY AND ACCEPTANCE


Know all men by these presents:

That the undersigned, ...................................., the Builder, does
hereby deliver the Vessel as described hereunder at ..... hour (local time) on
the .......... day of ............... at ............. to .............. , the
Owner, in accordance with provisions of the Shipbuilding Contract, and Technical
Specifications and plans thereto.

That this Protocol of Delivery and Acceptance does not release Builder from its
responsibilities under the provisions of the ARTICLE 10 entitled "GUARANTEE" of
said Shipbuilding Contract.

In witness whereof, the parties have caused this instrument to be duly executed
on this day of

.............................


OWNER:                                            BUILDER:



------------------------                          ---------------------------
BY:                                               BY:




WITNESS:                                          WITNESS:



------------------------                          ---------------------------
BY:                                               BY:



                                       41

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</DOCUMENT>
