EXHIBIT 10.1

[COMPANY NAME]


                                   GUARANTEE


In consideration of your company (herein aftercalled "Owners") executing a
certain bareboat charter party (herein called the "Charter") with Chevron
Transport Corporation, a corporation duly organized and existing under the
laws of Liberia (herein called the "Charterers"), for the bareboat charter
of one (1) single screw 149,000 DWT tanker [SHIP NAME/HULL NUMBER] (herein
called the "Vessel"), the undersigned, jointly and severally with
Charterer, does hereby irrevocably and unconditionally guarantee to you,
due and faithful performance by Charterer of all Charterer's liabilities
and responsibilities under the Charter and any supplement, amendment,
change or modification thereto as aforesaid (hereby expressly waiving
notice of any such supplement, amendment, change or modification as may be
agreed to by the Charterer and confirming that this Guarantee shall be
fully applicable to the Charter as so supplemented, amended, changed or
modified).

This Guarantee shall become null and void (and the letter shall be
forthwith returned to us) upon the occurrence of any of the following
events:  (1) termination of the Charter in accordance with its terms and
conditions, (2)  Owners' assignment of the Charter, (3) sale of the Vessel
(excepting such a sale in connection with the initial financing of the
Vessel).

The validity, construction and enforceability of this Guarantee shall be
governed, in all respects, by the laws of New York.

GUARANTOR:

CHEVRON CORPORATION

By: ________________________
Date:_______________________