SPECIAL AGREEMENT TO THE TOTAL CREW COST FLEET AGREEMENT

Agreement No.: S4593

In compliance with the policy of the International Transport Workers' Federation (hereinafter called "The ITF") and pursuant to an agreement between the ITF affiliated German Seafarers' Section of the Vereinte Dienstleistungsgewerkschaft (ver.di) and the ITF, this Special Agreement is made the 28.08.2008 and effective from 28.08.2008 and shall remain in force until 27.08.2009. BETWEEN: (I) the INTERNATIONAL TRANSPORT WORKERS' FEDERATION (hereinafter called "The ITF") whose headquarters are at 49-60 Borough Road, London SE1 1 DS in the United Kingdom (Tel. +44 207-403 2733, Telegrams: INTRANSFE LONDON SEl) and: (II) REG. OWNER (BEN. OWNER) (hereinafter called "The Company") whose address is COMPANY HUHU STREET Po CITY COUNTRY

Phone: Fax: 494213303366 Email: edv@itf-org.de in respect of the FLAG flag ship VESSEL hereinafter called "The Ship": WHEREAS: 1)

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2) 3) NOW IT IS AGREED: Article 1: a) I) and

the ITF is an independent trade union organisation comprising fully autonomous trade union organisations in transport and allied services throughout the world and members of the Special Seafarers' Department of the ITF; the Company is the registered owner/manager of the Ship described in Schedule 1 hereto; the ITF and the Company desire to regulate the conditions of employment of all seafarers (hereinafter individually called a "Seafarer") serving from time to time aboard the Ship;

The Company undertakes as follows: To employ each seafarer in accordance with, in the case of seafarers being members of German Union ver.di (Vereinte Dienstleistungsgewerkschaft) and holding a European Union licence have to be paid in accordance to the collective agreement on wages (Heuertarifvertrag) and to the collective agreement on terms and conditions (Manteltarifvertrag) negotiated from time to time between the Vereinte Dienstleistungsgewerkschaft (ver.di) and the German Shipowners' Association (VDR). The company has to ensure that all insurable German national insurances (Sozialversicherungen) are concluded or, if not possible, at least the owners part (Arbeitgeberanteil) for these insurances is being paid to the seafarer and has to be separately specified in the seafarer's employment contract.

Page 1 of 6 of the Special Agreement between ITF and COMPANY effective from 28.08.2008 until 27.08.2009 With the signature the company confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

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II)

all crew members named under Art. 1a) I) are fully covered by the German Works Labour Constitution Act (Betriebsverfassungsgesetz) and all shop agreements agreed between COMPANY, CITY and their works council remain in force all other seafarers not mentioned Art. 1. a) I), have to be paid as per current ITF approved German Total Crew Cost Fleet Agreement with COMPANY for worldwide trading (hereinafter called the ITF Total Crew Cost Fleet Agreement) as amended from time to time in accordance with Article 6 below;

III)

b)

c)

to conclude appropriate insurance to cover itself fully against all liabilities in the relevant ITF Approved Agreements; to furnish to the ITF forthwith copies of the Special Agreement, ITF Approved Agreements, contracts of employment (registered if necessary), Ship's Articles (duly amended), crew list, manning scale and evidence of insurance cover; to pay to the ITF or the appropriate affiliated union of the ITF membership fees as stated in Schedule 2 hereto and to pay to the ITF the Welfare Fund contributions as stated in Schedule 2 hereto; to keep on board the Ship accurate records of all hours worked by Seafarers, all payments made to Seafarers, monthly payrolls and/or individual payslips of Seafarers, copies of the Special Agreement, ITF Approved Agreements and ITF Blue Certificate to be issued under Article 2 hereof and to allow each Seafarer access to these documents at all times; to permit or obtain immediate permission for representatives of the ITF to board the Ship, to consult with Seafarers and to inspect and copy all documents whether the Ship is in berth or not and whether or not the Seafarer is on board the ship; to man the Ship competently and adequately so as to ensure its safe operation and in no case at a lower level than the agreed manning scale contained in the ITF Approved Agreement and/or attached hereto; not to demand or request any Seafarer to enter into any document by which the Seafarer agrees to give up any rights to which he becomes entitled as a consequence of this agreement and the Company agrees that any such document already in existence shall be null and void and of no legal effect; to ensure that neither ships crews nor anyone else on board whether in permanent or temporary employment by the Company shall be required or induced to carry out cargo handling and other work traditionally or historically done by dock workers without the prior agreement of the ITF Dockers Union or Unions concerned and provided that the individual seafarers volunteer to carry out such duties, for which they should be adequately compensated. For the purpose of this clause cargo handling may include but is not limited to: loading, unloading, stowing, unstowing, pouring, trimming, classifying, sizing, stacking, unstacking as well as composing and decomposing unit loads; and also services in relation with cargo or goods, such as tallying, weighing, measuring, cubing, checking, receiving, guarding, delivering, sampling and sealing, lashing and unlashing. to ensure that where a vessel is in a port where an official trade dispute involving an ITF-affiliated dock workers union is taking place, neither ships crew nor anyone else on board whether in permanent or temporary employment by the Company shall be instructed or induced to undertake cargo handling and other work,

d)

e)

f)

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g) h) i) j)

Page 2 of 6 of the Special Agreement between ITF and COMPANY effective from 28.08.2008 until 27.08.2009 With the signature the company confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

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to incorporate the terms and conditions of the relevant ITF Approved Agreement into the individual contract of employment of each Seafarer (and if necessary to register the contracts with the relevant national body) and into the Ship's Articles. Any Seafarer enjoying or offered terms and conditions which taken as a whole are recognized by the ITF as more favorable to the Seafarer shall continue to enjoy or be entitled to such terms and conditions notwithstanding paragraph a) above;

traditionally and historically done by members of that union which would affect the resolution of such a dispute. to ensure that the compensation for crewmembers for such work performed during the normal working week shall be by the payment of the overtime rate specified in the valid wage scale for each hour or part hour that such work is performed, in addition to the basic pay. Any such work performed outside the normal working week will be compensated at double the overtime rate. k) to reimburse the ITF and its affiliates all reasonable costs and expenses incurred in taking action to enforce the Company's undertakings herein.

Article 2:

Article 3:

This Special Agreement shall remain in force from 28.08.2008 until 27.08.2009 and thereafter from year to year unless terminated in accordance with Article 4 below. This Special Agreement may be terminated as follows: a)

Article 4:

by the ITF immediately upon notification to the Company in the event of default by the Company of any of its undertakings herein. Upon termination, the Company shall forthwith return the ITF Blue Certificate to or to the order of the ITF. by either party on the anniversary of this Special Agreement provided that at least one month's notice of termination is given; at any time by the mutual agreement of the parties hereto.

b) c)

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Article 5: Article 6: Article 7: Article 8: Article 9:

Save in the event of a proper termination, the Company undertakes that, no later than one month prior to each anniversary of this Special Agreement, it will send to the ITF the documents referred to in Article 1 (d) above, and will pay the fees and contributions payable under Article 1 (e) above. Upon receipt and approval of same the ITF undertakes to renew the ITF Blue Certificate. The ITF shall be entitled to change the rates in the relevant ITF Approved Agreements and the rates shown in Schedule 2 hereto upon 2 months notice to the Company whereupon the changed rates shall come into force from the date specified. All notices given by the Company and the ITF hereunder shall be given in writing addressed to the ITF at its address hereinbefore described and to the company at the address described in Schedule 1 hereto. In the event that any payments are made in a currency other than United States Dollars, then such payments shall be calculated by reference to the rate of exchange for the currency of payment to the US Dollar prevailing at the date of payment. This Special Agreement exists in quadruplicate of which two shall be kept by each party.

Page 3 of 6 of the Special Agreement between ITF and COMPANY effective from 28.08.2008 until 27.08.2009 With the signature the company confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

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The ITF undertakes, having received and approved copies of the documents referred to in Article 1 (d) above, and provided that the ITF and/or the appropriate union have received the fees and contributions payable under Article 1 (e) above, and further provided that there are no outstanding claims of Seafarers, to issue an ITF Blue Certificate (hereinafter called "the ITF Blue Certificate") certifying that the Ship is covered by an ITF Approved Agreement provided that the property in the ITF Blue Certificate shall at all times remain in the ITF.

SCHEDULE 1
NAME OF VESSEL: LLOYDS REGISTER NUMBER: PORT OF REGISTRY: DATE OF REGISTRY: REGISTERED TONNAGE (gross/net): ENGINE HORSEPOWER (NHP/IHP/BHP): NUMBER OF SEAMEN AND APPRENTICES FOR WHICH ACCOMMODATION IS CERTIFIED: VESSEL 123212321 /

COMPANY STREET Po CITY COUNTRY Phone: Fax: 494213303366

UNION MEMBERSHIP FEES US$ 84 per position/year: WELFARE FUND

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US$ 250 p. position/year: TOTAL: The sum of US$ 8.016,00 Received with thanks: On behalf of the ITF

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SCHEDULE 2
24 positions 24 positions is equivalent to

Page 4 of 6 of the Special Agreement between ITF and COMPANY effective from 28.08.2008 until 27.08.2009 With the signature the company confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

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US$ 2.016,00 US$ 6.000,00 US$ 8.016,00

REGISTERED MANAGING OWNER OR MANAGER

ADDENDUM
To the Special Agreement for VESSEL effective from 28.08.2008 until 27.08.2009. The following manning has been agreed with the company:

Total Seafarers: 16

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Page 5 of 6 of the Special Agreement between ITF and COMPANY effective from 28.08.2008 until 27.08.2009 With the signature the company confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

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Number 1 5 5 1 3 1

RANK Master 1st Nav Officer 3rd Nav Officer Cadet/Trainee Chief Eng Officer AB (Able Seaman)

ver.di TCC wage scale effective from 01.03.08

RANK Master 1st Nav. Officer 2nd Nav. Officer 3rd Nav. Officer Radio Officer Chief Eng. Officer (4) 1st Eng. Officer 2nd Eng. Officer 3rd Eng. Officer Electr. Officer Chief Steward Electrician Boatswain/Carpenter/Fitter/Repairer/Chief Cook/ Pumpman/Storekeeper Basic Wages monthly $2.744 $1.741 $1.378 $1.272 $1.378 $2.435 $1.741 $1.378 $1.272 $1.378 $1.378 $1.037 $774 Guaranteed Leave Pay Sub allow. Monthly Monthly Overtime Monthly OT. 8 Days 8 days Fixed OT. Total p/hr 103 hrs (3) Monthly $ 19 $1.646 $1.045 $827 $763 $827 $1.461 $1.045 $827 $763 $827 $827 Bonus $31 $31 $732 $464 $367 $339 $367 $649 $464 $367 $339 $367 $367 $277 $206 $152 $152 $152 $152 $152 $152 $152 $152 $152 $152 $152 $152 $152 $5.274 $3.402 $2.724 $2.526 $2.724 $4.697 $3.402 $2.724 $2.526 $2.724 $2.724 $2.268 $1.739 $7,49 $5,59 $5,19 $5,01 $4,36 $4,26 $3,73

$1.627 Bosuns Mate/Quarter Master/Ass. Electrician $718 $31 $535 $191 $152 $1.577 Able Seaman/Motorman/Oiler/Greaser $693 $31 $516 $185 $152 $1.396 Cook (5) $603 $31 $449 $161 $152 $1.369 2nd. Cook, 2nd Steward, Messroom Steward $590 $31 $439 $157 $152 $1.221 Ord. Seaman, Wiper (6) $516 $31 $384 $138 $152 1. Any general purpose rating shall receive 10% higher basic wages and subsistence allowance compared to the highest rank of the positions hers/his job designation is supposed to cover. 2. A Seafarer who is over the age of 18 and who is not listed among the categories of ratings shall be paid at least the equivalent rate of an Able Seaman. 3. In case no overtime record is kept by the Master or the Officer in charge, the crewmember is automatically entitled to 180h/monthly guaranteed overtime. 4. Chief Eng. Officer below 3000 kW: 1st Eng. Officer wages apply and Chief Eng. Officer below 750 kW: 2nd Eng. Officer wages apply. In case the Chief Eng. is engaged in opening/closing the hatches or mooring/unmooring the vessel he is entitled to a Bonus of US$ 193,00 per month. 5. For vessels manned with 10 or less crew the Cook shall be paid as Cook, for vessels with 11 or more crew Chief Cook wages apply. 6. Ordinary Seaman or Wiper engaged in watchkeeping (except for training purposes) are paid a Bonus of US $ 100 per month. 7. Each seafarer shall have free calls and access to email on board as per CBA. The costs of IMO Training shall be borne by the company.

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Date and place: Berlin / CITY, 28.08.2008

With the signature COMPANY confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

the company/on behalf of the company who is duly authorized by the owner of the Ship to sign on its behalf: COMPANY

Page 6 of 6 of the Special Agreement between ITF and COMPANY effective from 28.08.2008 until 27.08.2009 With the signature the company confirms to have approved and signed the entire text on all pages (Pages 1 to 6) of this Special Agreement for MV VESSEL.

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$771 $576