Exhibit 10.18

                                     FORM OF
                          FIRST PREFERRED SHIP MORTGAGE


                             ON LIBERIAN FLAG VESSEL

                                    [VESSEL]
                         OFFICIAL NO. [OFFICIAL NUMBER]

                                   executed by

                                  [SHIPOWNER],
                                  as Shipowner

                                   in favor of

              CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH,
                            as Trustee and Mortgagee

                                 [CLOSING DATE]


                                                        FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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                                TABLE OF CONTENTS

                                                                            PAGE

RECITALS...................................................................... 1

ARTICLE I  REPRESENTATIONS AND WARRANTIES OF THE SHIPOWNER.....................5

         SECTION 1.        EXISTENCE; AUTHORIZATION............................5
         SECTION 2.        TITLE TO VESSEL.....................................5

ARTICLE II  COVENANTS OF THE SHIPOWNER.........................................5

         SECTION 1.        PAYMENT OF INDEBTEDNESS.............................5
         SECTION 2.        MORTGAGE RECORDING..................................6
         SECTION 3.        LAWFUL OPERATION....................................6
         SECTION 4.        PAYMENT OF TAXES....................................6
         SECTION 5.        PROHIBITION OF LIENS................................6
         SECTION 6.        NOTICE OF MORTGAGE..................................6
         SECTION 7.        REMOVAL OF LIENS....................................7
         SECTION 8.        RELEASE FROM ARREST.................................7
         SECTION 9.        MAINTENANCE.........................................7
         SECTION 10.       INSPECTION; REPORTS.................................8
         SECTION 11.       FLAG; HOME PORT....................................10
         SECTION 12.       NO SALES, TRANSFERS OR CHARTERS....................10
         SECTION 13.       INSURANCE..........................................11
         SECTION 14.       REIMBURSEMENT FOR EXPENSES.........................16
         SECTION 15.       PERFORMANCE OF CHARTERS............................16
         SECTION 16.       CHANGE IN OWNERSHIP................................16
         SECTION 17.       PREPAYMENT IF EVENT OF LOSS........................16

ARTICLE III  EVENTS OF DEFAULT AND REMEDIES...................................17

         SECTION 1.        EVENTS OF DEFAULT; REMEDIES........................17
         SECTION 2.        POWER OF SALE......................................19
         SECTION 3.        POWER OF ATTORNEY - SALE...........................20
         SECTION 4.        POWER OF ATTORNEY - COLLECTION.....................20
         SECTION 5.        DELIVERY OF VESSEL.................................21
         SECTION 6.        MORTGAGEE TO DISCHARGE LIENS.......................21
         SECTION 7.        PAYMENT OF EXPENSES................................21
         SECTION 8.        REMEDIES CUMULATIVE................................22
         SECTION 9.        CURE OF DEFAULTS...................................22
         SECTION 10.       DISCONTINUANCE OF PROCEEDINGS......................22
         SECTION 11.       APPLICATION OF PROCEEDS............................23
         SECTION 12.       POSSESSION UNTIL DEFAULT...........................23


                                       ii
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         SECTION 13.       SEVERABILITY OF PROVISIONS, ETC....................24

ARTICLE IV  Sundry Provisions.................................................25

         SECTION 1.        SUCCESSORS AND ASSIGNS.............................25
         SECTION 2.        POWER OF SUBSTITUTION..............................25
         SECTION 3.        COUNTERPARTS.......................................25
         SECTION 4.        NOTICES............................................26
         SECTION 5.        RECORDING CLAUSE...................................26
         SECTION 6.        FURTHER ASSURANCES.................................27
         SECTION 7.        GOVERNING LAW......................................25
         SECTION 8.        ADDITIONAL RIGHTS OF THE MORTGAGEE.................27

SIGNATURE.......................................................................

EXHIBIT A                  Form of Credit Agreement
                           with Schedules II and X and Exhibits A, B, C, H-1,
                           H-2 and L

EXHIBIT B                  Form of Subsidiaries Guaranty

EXHIBIT C                  Form of Pledge and Security Agreement


                                       ii
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                            FIRST PREFERRED MORTGAGE

                                    [VESSEL]

            This First Preferred Ship Mortgage made [CLOSING DATE] (this
"Mortgage"), by [SHIPOWNER], a [CITIZENSHIP] corporation duly qualified in the
Republic of Liberia as a foreign maritime entity (the "Shipowner"), in favor of
CHRISTIANIA BANK OG KREDITKASSE ASA, New York Branch ("CBK") not in its
individual capacity, but solely as Trustee (together with its successors in
trust and assigns, the "Mortgagee"), pursuant to that certain Master Vessel and
Collateral Trust Agreement dated as of [Closing Date] (as the same may be
amended, supplemented or otherwise modified from time to time, the "Master
Vessel Trust Agreement") between CBK, as Collateral Agent to the Secured
Creditors party to the Credit Agreement defined below, and CBK, as Trustee.

                            W I T N E S S E T H That

            WHEREAS:

            A. The Shipowner is the sole owner of the whole of the Liberian flag
vessel [VESSEL], Official Number [OFFICIAL NUMBER] of [GROSS TONS] gross tons
and [NET TONS] net tons built in [YEAR BUILT] at [YARD AND LOCATION BUILT], with
her home port at Monrovia, Liberia.

            B. GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the
"Borrower"), the Lenders party thereto from time to time and CBK, as
Administrative Agent, Syndication Agent and Lead Arranger for the Lenders, have
entered into a Credit Agreement dated as of [CREDIT AGREEMENT DATE] among the
Borrower, the lenders party thereto from time to time (the "Lenders") and CBK,
as administrative agent, syndication agent and lead arranger (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), providing for loans to the Borrower in the aggregate principal
amount of up to ONE HUNDRED SIXTY-FIVE MILLION UNITED STATES DOLLARS
(US$165,000,000) (as defined in the Credit Agreement, the "Loan") a copy of the
form of which (together with its attachments, but excluding Schedules I, III
through IX and XI, and Exhibits D through G and I through K) is attached hereto
as EXHIBIT A and made a part hereof.

            C. The Borrower may at any time and from time to time on and after
the date hereof enter into, or guaranty the obligations of the Shipowner or one
or more other Pledgors (as defined in the Pledge Agreement defined below) or any
of their respective subsidiaries under, one or more Interest Rate Protection
Agreements or Other Hedging Agreements with respect to the Borrower's
obligations under the Credit Agreement, with one or more Lenders or any
affiliate

                                                        FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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thereof (each such Lender or affiliate, even if the respective Lender
subsequently ceases to be a Lender under the Credit Agreement for any reason,
together with such Lender's or affiliate's successors and assigns, if any,
collectively, the "Other Creditors" and, together with the Lenders, herein
called the "Secured Creditors"; each such Interest Rate Protection Agreement, as
amended, modified, restated and/or supplemented from time to time, herein called
an "Interest Rate Protection Agreement," and each such Other Hedging Agreement,
as amended, modified, restated and/or supplemented from time to time, herein
called an "Other Hedging Agreement"). The estimated aggregate notional amount of
the liabilities of the Borrower, the Shipowner, the other Pledgors and their
respective subsidiaries under the Interest Rate Protection Agreements or Other
Hedging Agreements is TEN MILLION UNITED STATES DOLLARS (US $10,000,000).

            D. The Shipowner is an indirectly wholly owned subsidiary of the
Borrower.

            E. The Shipowner and each other Subsidiary Guarantor (as defined in
the Credit Agreement) have duly executed and delivered the Subsidiaries Guaranty
(as defined in the Credit Agreement), a copy of the form of which (without
attachments) is attached hereto as EXHIBIT B and made a part hereof pursuant to
which the Shipowner and each other shipowning subsidiary of the Borrower have
guaranteed (i) all obligations of the Borrower under the Credit Agreement and
the other Credit Documents (as defined in the Credit Agreement) to induce the
Lenders to make the Loan, and (ii) all obligations of the Borrower, the
Shipowner, the other Pledgors and their respective subsidiaries under each
Interest Rate Protection Agreement and each Other Hedging Agreement. The Lenders
have advanced a portion of the Loan pursuant to the Credit Agreement and have
committed to make future advances subject to the terms and on the conditions set
forth in the Credit Agreement; the Shipowner acknowledges that it is justly
indebted to the Lenders and the other Secured Creditors under the Subsidiaries
Guaranty.

            F. In order to secure its obligation under the Subsidiaries
Guaranty, the other Credit Documents to which it is a party (in each case,
according to the terms thereof) and the payment of all other such sums that may
hereinafter be secured by this Mortgage in accordance with the terms hereof, and
to secure the performance and observance of and compliance with all the
agreements, covenants and conditions contained herein, in the Subsidiaries
Guaranty, the Pledge and Security Agreement dated as of the date hereof (as the
same may be amended, supplemented, or otherwise modified from time to time, the
"Pledge Agreement"), a copy of the form of which (without attachments) is
attached hereto as EXHIBIT C and made a part hereof, made by the Shipowner and
each other Subsidiary Guarantor to the Collateral Agent, for the benefit of the
Secured Creditors, and the other Credit Documents, the Shipowner has duly
authorized the execution and delivery of this First Preferred Mortgage under and
pursuant to Title 22 of the Liberian Code of Laws of 1956, as amended.


                                       2                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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            G. Pursuant to the Master Vessel Trust Agreement, the Mortgagee has
agreed to act as Trustee for the Secured Creditors and hold such preferred
mortgages as set forth in the Master Vessel Trust Agreement.

            NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, and in order to secure the Shipowner's obligations under
the Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents
to which it is a party according to the terms thereof and the payment of all
other sums that may hereafter be secured by this Mortgage in accordance with the
terms hereof and with the provisions of the Subsidiaries Guaranty, the Pledge
Agreement and the other Credit Documents to which it is a party, the Shipowner
hereby covenants to pay each and every sum of money that may be or become owing
under the terms of the Subsidiaries Guaranty, the Pledge Agreement, the Mortgage
and the other Credit Documents to which it is a party or any of them at the time
and in the manner specified therein, including without limitation:

                  (i) the full and prompt payment when due (whether at the
            stated maturity, by acceleration or otherwise) of all obligations,
            liabilities and indebtedness (including, without limitation,
            principal, premium, interest, fees and indemnities (including,
            without limitation, all interest that accrues after the commencement
            of any case, proceeding or other action relating to the bankruptcy,
            insolvency, reorganization or similar proceeding of the Shipowner at
            the rate provided for in the respective documentation, whether or
            not a claim for post-petition interest is allowed in any such
            proceeding)) of the Shipowner to the Lender Creditors (as defined in
            the Pledge Agreement), whether now existing or hereafter incurred
            under, arising out of, or in connection with, the Credit Agreement
            and the other Credit Documents to which the Shipowner is a party and
            the due performance and compliance by the Shipowner with all of the
            terms, conditions and agreements contained in the Credit Agreement
            and in such other Credit Documents (all such obligations,
            liabilities and indebtedness under this clause (i), except to the
            extent consisting of obligations, liabilities or indebtedness with
            respect to Interest Rate Protection Agreements or Other Hedging
            Agreements being herein collectively called the "Credit Document
            Obligations");

                  (ii) the full and prompt payment when due (whether at the
            stated maturity, by acceleration or otherwise) of all obligations,
            liabilities and indebtedness (including, without limitation, all
            interest that accrues after the commencement of any case, proceeding
            or other action relating to the bankruptcy, insolvency,
            reorganization or similar proceeding of the Shipowner at the rate
            provided for in the respective documentation, whether or not a claim
            for post-petition interest is allowed in any such proceeding) owing
            by the Shipowner to the Other Creditors (as defined in the Pledge
            Agreement) under, or with respect to any Interest Rate Protection
            Agreement or Other Hedging Agreement, whether such Interest Rate
            Protection


                                       3                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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            Agreement or Other Hedging Agreement is now in existence or
            hereafter arising, and the due performance and compliance by the
            Shipowner with all of the terms, conditions and agreements contained
            therein (all such obligations, liabilities and indebtedness
            described in this clause (ii) being herein collectively called the
            "Other Obligations");

                  (iii) any and all sums advanced by the Mortgagee in order to
            preserve the Vessel (as defined below) or preserve its security
            interest in the Vessel;

                  (iv) in the event of any proceeding for the collection or
            enforcement of any indebtedness, obligations or liabilities of the
            Shipowner referred to in clauses (i) and (ii) above, after an Event
            of Default (as defined in the Credit Agreement) shall have occurred
            and be continuing, the reasonable expenses of retaking, holding,
            preparing for sale or lease, selling or otherwise disposing of or
            realizing on the Vessel, or of any exercise by the Mortgagee of its
            rights hereunder, together with reasonable attorneys' fees and court
            costs; and

                  (v) all amounts paid by the Mortgagee as to which the
            Mortgagee has the right to reimbursement under Section 14 of Article
            II and Section 7 of Article III;

all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it being
acknowledged and agreed that the "Obligations" shall include extensions of
credit of the types described above, whether outstanding on the date hereof or
extended from time to time after the date hereof,

(all such Obligations, principal, interest, and all other sums hereinafter
called the "Indebtedness hereby secured") and to secure the performance and
observance of and compliance with all of the agreements, covenants and
conditions contained in this Mortgage, the Subsidiaries Guaranty, the Pledge
Agreement, the Interest Rate Protection Agreements, the Other Hedging Agreements
and the other Credit Documents to which the Shipowner is a party, the Shipowner
has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and
set over and by these presents does grant, convey, mortgage, pledge, confirm,
assign, transfer and set over, unto the Mortgagee, and its successors and
assigns, the whole of the said vessel [VESSEL NAME], including, without being
limited to, all of the boilers, engines, machinery, masts, spars, boats,
anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps and
pumping equipment, apparel, furniture, drilling equipment, fittings, equipment,
spare parts, and all other appurtenances thereunto appertaining or belonging,
whether now owned or hereafter acquired, and also any and all additions,
improvements, renewals and replacements hereafter made in or to such vessel or
any part thereof, including all items and appurtenances aforesaid (such vessel,
together with all of the foregoing, being herein called the "Vessel").


                                       4                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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            TO HAVE AND TO HOLD all and singular the above mortgaged and
described property unto the Mortgagee and its successors and assigns, to its and
to its successors' and assigns' own use, benefit and behoof forever.

            PROVIDED, and these presents are upon the condition, that, if the
Shipowner or its successors or assigns shall pay or cause to be paid the
Indebtedness hereby secured as and when the same shall become due and payable in
accordance with the terms of the Subsidiaries Guaranty, this Mortgage, the
Pledge Agreement and the other Credit Documents to which it is a party, and all
other such sums as may hereafter become secured by this Mortgage in accordance
with the terms hereof, and the Shipowner shall duly perform, observe and comply
with or cause to be performed, observed, or complied with all the covenants,
terms and conditions of this Mortgage, the Subsidiaries Guaranty, the Pledge
Agreement and the other Credit Documents to which it is a party expressed or
implied, to be performed, then this Mortgage and the estate and rights hereunder
shall cease, determine and be void, otherwise to remain in full force and
effect.

            The Shipowner, for itself, its successors and assigns, hereby
covenants, declares and agrees with the Mortgagee and its successors and assigns
that the Vessel is to be held subject to the further covenants, conditions,
terms and uses hereinafter set forth.

            The Shipowner covenants and agrees with the Mortgagee as follows:

                                    ARTICLE I

                 REPRESENTATIONS AND WARRANTIES OF THE SHIPOWNER

            Section 1. EXISTENCE; AUTHORIZATION. The Shipowner is a corporation
duly organized and validly existing under the laws of [PLACE OF SHIPOWNER
INCORPORATION] is registered in the Republic of Liberia as a Foreign Maritime
Entity and shall so remain during the life of this Mortgage. The Shipowner has
full power and authority to own and mortgage the Vessel; has full right and
entitlement to register the Vessel in its name under the flag of the Republic of
Liberia and all action necessary and required by law for the execution and
delivery of this Mortgage has been duly and effectively taken; and each of the
Indebtedness hereby secured and the Mortgage is and will be the legal, valid and
binding obligation of the Shipowner enforceable in accordance with its terms.

            Section 2. TITLE TO VESSEL. The Shipowner lawfully owns and is
lawfully possessed of the Vessel free from any lien or encumbrance whatsoever
other than this Mortgage, liens for current crew's wages and liens not yet
required to be removed under Section 7 of Article II hereof and will warrant and
defend the title and possession thereto and to every part thereof for the
benefit of the Mortgagee against the claims and demands of all persons
whomsoever.


                                       5                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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                                   ARTICLE II

                           COVENANTS OF THE SHIPOWNER

            Section 1. PAYMENT OF INDEBTEDNESS. The Shipowner will pay or cause
to be paid the Indebtedness hereby secured and will observe, perform and comply
with the covenants, terms and conditions herein and in the Subsidiaries
Guaranty, the Pledge Agreement and the other Credit Documents to which it is a
party, express or implied, on its part to be observed, performed or complied
with. In the event of inconsistency between any of this Mortgage, the
Subsidiaries Guaranty, the Pledge Agreement and the other Credit Documents, the
provisions of this Mortgage shall prevail but only to the extent required by
Liberian law.

            The obligation of the Indebtedness hereby secured is an obligation
in United States Dollars and the term "$" when used herein shall mean such
United States Dollars. Notwithstanding fluctuations in the value or rate of
United States Dollars in terms of gold or any other currency, all payments
hereunder or otherwise in respect of the Indebtedness hereby secured shall be
payable in terms of United States Dollars when due, in United States Dollars
when paid, whether such payment is made before or after the due date.

            Section 2. MORTGAGE RECORDING. The Shipowner will cause this
Mortgage to be duly recorded or filed in the Office of the Deputy Commissioner
of Maritime Affairs of the Republic of Liberia, in accordance with the
provisions of Chapter 3 of Title 22 of the Liberian Code of Laws of 1956, as
amended (hereinafter called the "Liberian Maritime Law") and will otherwise
comply with and satisfy all of the provisions of the Liberian Maritime Law in
order to establish and maintain this Mortgage as a first preferred mortgage
thereunder upon the Vessel and upon all renewals, replacements and improvements
made in or to the same for the amount of the Indebtedness hereby secured.

            Section 3. LAWFUL OPERATION. The Shipowner will not cause or permit
the Vessel to be operated in any manner contrary to law, and the Shipowner will
not engage in any unlawful trade or violate any law or carry any cargo that will
expose the Vessel to penalty, forfeiture or capture, and will not do, or suffer
or permit to be done, anything which can or may injuriously affect the
registration of the Vessel under the laws and regulations of the Republic of
Liberia and will at all times keep the Vessel duly documented thereunder.

            Section 4. PAYMENT OF TAXES. The Shipowner will pay and discharge
when due and payable, from time to time, all taxes, assessments, governmental
charges, fines and penalties lawfully imposed on the Vessel or any income
therefrom.


                                       6                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
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            Section 5. PROHIBITION OF LIENS. Neither the Shipowner, any
charterer, the Master of the Vessel nor any other person has or shall have any
right, power or authority to create, incur or permit to be placed or imposed or
continued upon the Vessel, its freights, profits or hire any lien whatsoever
other than this Mortgage, other liens in favor of the Mortgagee and for crew's
wages and salvage.

            Section 6. NOTICE OF MORTGAGE. The Shipowner will place, and at all
times and places will retain a properly certified copy of this Mortgage on board
the Vessel with her papers and will cause such certified copy and the Vessel's
marine document to be exhibited to any and all persons having business therewith
which might give rise to any lien thereon other than liens for crew's wages and
salvage, and to any representative of the Mortgagee.

            The Shipowner will place and keep prominently displayed in the chart
room and in the Master's cabin on the Vessel a framed printed notice in plain
type reading as follows:

                               NOTICE OF MORTGAGE

      THIS VESSEL IS OWNED BY [SHIPOWNER], AND IS SUBJECT TO A FIRST PREFERRED
      MORTGAGE IN FAVOR OF CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH,
      AS TRUSTEE/MORTGAGEE UNDER AUTHORITY OF TITLE 22 OF THE LIBERIAN CODE OF
      LAWS OF 1956, AS AMENDED. UNDER THE TERMS OF SAID MORTGAGE, NEITHER THE
      SHIPOWNER, ANY CHARTERER, THE MASTER OF THE VESSEL, NOR ANY OTHER PERSON
      HAS ANY RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED
      OR IMPOSED UPON THE VESSEL, ANY ENCUMBRANCES WHATSOEVER OR ANY OTHER LIEN
      WHATSOEVER OTHER THAN FOR CREW'S WAGES AND SALVAGE.

            Section 7. REMOVAL OF LIENS. Except for the lien of this Mortgage,
the Shipowner will not suffer to be continued any lien, encumbrance or charge on
the Vessel, and in due course and in any event within thirty (30) days after the
same becomes due and payable or within fourteen (14) days after being requested
to do so by the Mortgagee, the Shipowner will pay or cause to be discharged or
make adequate provision for the satisfaction or discharge of all claims or
demands, and will cause the Vessel to be released or discharged from any lien,
encumbrance or charge therefor.

            Section 8. RELEASE FROM ARREST. If a libel, complaint or similar
process be filed against the Vessel or the Vessel be otherwise attached, levied
upon or taken into custody by virtue of any legal proceeding in any court, the
Shipowner will promptly notify the Mortgagee thereof by telex, or telefax
confirmed by letter,


                                       7                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

at the address, as specified in this Mortgage, and within fourteen (14) days
will cause the Vessel to be released and all liens thereon other than this
Mortgage to be discharged, will cause a certificate of discharge to be recorded
in the case of any recording of a notice of claim of lien, and will promptly
notify the Mortgagee thereof in the manner aforesaid. The Shipowner will notify
the Mortgagee within forty-eight (48) hours of any average or salvage incurred
by the Vessel.

            Section 9. MAINTENANCE. (a)The Shipowner will at all times and
without cost or expense to the Mortgagee maintain and preserve, or cause to be
maintained and preserved, the Vessel and all its equipment, outfit and
appurtenances, tight, staunch, strong, in good condition, working order and
repair and in all respects seaworthy and fit for its intended service, and will
keep the Vessel, or cause her to be kept, in such condition as will entitle her
to the highest classification and rating for vessels of the same age and type in
the American Bureau of Shipping or other classification society of like standing
approved by the Mortgagee. The Shipowner covenants to deliver annually to the
Mortgagee a certificate from such class society showing such classification to
be maintained. The Shipowner will without cost or expense to the Mortgagee
promptly, irrevocably and unconditionally instruct and authorize the
classification society of the Vessel, and shall request the classification
society to give an undertaking to the Mortgagee as follows:

      1.    to send to the Mortgagee, following receipt of a written request
            from the Mortgagee, certified true copies of all original class
            records held by the classification society relating to the Vessel;

      2.    to allow the Mortgagee (or its agents), at any time and from time to
            time, to inspect the original class and related records of the
            Shipowner and the Vessel at the offices of the classification
            society and to take copies of them;

      3.    following receipt of a written request from the Mortgagee:

            (a)   to advise of any facts or matters which may result in or have
                  resulted in a change, suspension, discontinuance, withdrawal
                  or expiry of the Vessel's class under the rules or terms and
                  conditions of the Shipowner's or the Vessel's membership of
                  the classification society; and

            (b)   to confirm that the Shipowner is not in default of any of its
                  contractual obligations or liabilities to the classification
                  society and, without limiting the foregoing, that it has paid
                  in full all fees or other charges due and payable to the
                  classification society; and


                                       8                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

            (c)   if the Shipowner is in default of any of its contractual
                  obligations or liabilities to the classification society, to
                  specify to the Mortgagee in reasonable detail the facts and
                  circumstances of such default, the consequences thereof, and
                  any remedy period agreed or allowed by the classification
                  society; and

            (d)   to notify the Mortgagee immediately in writing if the
                  classification society receives notification from the
                  Shipowner or any other person that the Vessel's classification
                  society is to be changed.

Notwithstanding the above instructions and undertaking given for the benefit of
the Mortgagee, the Shipowner shall continue to be responsible to the
classification society for the performance and discharge of all its obligations
and liabilities relating to or arising out of or in connection with the contract
it has with the classification society, and nothing herein or therein shall be
construed as imposing any obligation or liability of the Mortgagee to the
classification society in respect thereof.

            The Shipowner shall further notify the classification society that
all the foregoing instructions and authorizations shall remain in full force and
effect until revoked or modified by written notice to the classification society
received from the Mortgagee, and that the Shipowner shall reimburse the
classification society for all its costs and expenses incurred in complying with
the foregoing instructions.

            (b) The Vessel shall, and the Shipowner covenants that she will, at
all times comply with all applicable laws, treaties and conventions to which the
Republic of Liberia is a party, and rules and regulations issued thereunder, and
shall have on board as and when required thereby valid certificates showing
compliance therewith. The Shipowner will not make, or permit to be made, any
substantial change in the structure, type or speed of the Vessel or change in
her rig, without first receiving the written approval thereof by the Mortgagee.

            (c) The Shipowner agrees to give the Mortgagee at least ten (10)
days notice of the actual date and place of any survey or drydocking, in order
that the Mortgagee may have representatives present if desired. The Shipowner
agrees that at the Mortgagee's request it will satisfy the Mortgagee that the
expense of such survey or drydocking or work to be done thereat is within
Shipowner's financial capability and will not result in a claim or lien against
the Vessel in violation of the provisions of this Mortgage, the Credit
Agreement, the Subsidiaries Guaranty, the Pledge Agreement or any other Credit
Document.

            (d) The Shipowner shall promptly notify the Mortgagee of and furnish
the Mortgagee with full information, including copies of reports and surveys,
regarding any material accident or accident involving repairs where the


                                       9                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

aggregate cost is likely to exceed Five Hundred Thousand Dollars (U.S. $500,000)
(or its equivalent in another currency), any major damage to the Vessel, any
event affecting the Vessel's class, any occurrence in consequence whereof the
Vessel has become or is likely to suffer an Event of Loss (as defined in the
Credit Agreement).

            (e) The Mortgagee shall have the right at any time, on reasonable
notice, to have its surveyor conduct inspections and surveys of the Vessel to
ascertain the condition of the Vessel and to satisfy itself that the Vessel is
being properly repaired and maintained. Such inspections and surveys shall be
conducted at such times and in such manner as will not interfere with the
Shipowner's normal business operations and schedule.

            Section 10. INSPECTION; REPORTS. (a) The Shipowner will at all
reasonable times afford the Mortgagee or its authorized representatives full and
complete access to the Vessel for the purpose of inspecting the Vessel and her
cargo and papers, including without limitation all records pertaining to the
Vessel's maintenance and repair, and, at the request of the Mortgagee, the
Shipowner will deliver for inspection copies of any and all contracts and
documents relating to the Vessel, whether on board or not.

            (b) The Shipowner hereby agrees to furnish promptly to the
Mortgagee, on demand, any reports or information which the Shipowner may submit
to shareholders or regulatory agencies and any additional information which the
Mortgagee may request in respect of the financial condition of the Shipowner.

            Section 11. FLAG; HOME PORT. (a) The Shipowner will not change the
flag or home port of the Vessel without the written consent of the Mortgagee and
any such written consent to any one change of flag or home port shall not be
construed to be a waiver of this provision with respect to any subsequent
proposed change of flag or home port.

            (b) Notwithstanding the foregoing provisions of this Section 11,
upon not less than 30 days prior written notice to the Mortgagee, provided no
Default or Event of Default under the Credit Agreement shall have occurred and
be continuing, the Shipowner may change the flag or home port of the Vessel to
another flag or home port reasonably satisfactory to the Mortgagee, PROVIDED
that the Shipowner shall promptly take all actions necessary or desirable to
establish, preserve, protect and maintain the security interest of the Mortgagee
in the Vessel to the satisfaction of the Mortgagee, and the Shipowner shall have
provided to the Mortgagee and the Lenders such opinions of counsel as may be
reasonably requested by the Mortgagee to assure itself that the conditions of
this proviso have been satisfied.

            Section 12. NO SALES, TRANSFERS OR CHARTERS. The Shipowner will not
sell, mortgage, transfer, or change the management of, or demise charter the
Vessel


                                      10                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

for any period longer than twelve (12) months (including any permitted
extensions or renewals) in each case, without the written consent of the
Mortgagee first had and obtained, and any such written consent to any one sale,
mortgage, demise charter, transfer, or change of management shall not be
construed to be a waiver of this provision with respect to any subsequent
proposed sale, mortgage, demise charter, transfer, or change of management. Any
such sale, mortgage, demise charter, transfer, or change of management of the
Vessel shall be subject to the provisions of this Mortgage and the lien hereof.

            Section 13. INSURANCE. (a) The Shipowner, at its own expense, or
with respect to part (a)(iii) of this Section 13 the Mortgagee at the expense of
the Shipowner, will keep the Vessel insured with insurers and protection and
indemnity clubs or associations of internationally recognized responsibility,
and placed in such markets, on such terms and conditions, and through brokers,
in each case reasonably satisfactory to the Mortgagee and under forms of
policies approved by the Mortgagee against the risks indicated below and such
other risks as the Mortgagee may specify from time to time:

            (i) Marine and war risk, including London Blocking and Trapping
      Addendum and Lost Vessel Clause, hull and machinery insurance in an amount
      in U.S. dollars equal to, except as otherwise approved or required in
      writing by the Mortgagee, the greater of (x) the then full commercial
      value of the Vessel or (y) an amount which, when aggregated with such
      insured value of the other Vessels referred to in the Credit Agreement (if
      the other Vessels are then subject to a mortgage in favor of the Mortgagee
      under the Credit Agreement, and have not suffered an Event of Loss as
      defined in the Credit Agreement), is equal to 120% of the then outstanding
      aggregate principal amount of the outstanding Term Loans (as defined in
      the Credit Agreement) plus the Total Revolving Loan Commitment (as defined
      in the Credit Agreement) whether used or unused.

            (ii) Marine and war risk protection and indemnity insurance or
      equivalent insurance (including coverage against liability for passengers,
      fines and penalties arising out of the operation of the Vessel, insurance
      against liability arising out of pollution, spillage or leakage, and
      workmen's compensation or longshoremen's and harbor workers' insurance as
      shall be required by applicable law) in such amounts approved by the
      Mortgagee; provided, however that insurance against liability under law or
      international convention arising out of pollution, spillage or leakage
      shall be in an amount not less than the greater of:

            (y)   the maximum amount available, as that amount may from time to
                  time change, from the International Group of Protection and
                  Indemnity Associations or alternatively such sources of
                  pollution, spillage or leakage coverage as are commercially


                                      11                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

                  available in any absence of such coverage by the International
                  Group as shall be carried by prudent shipowners for similar
                  vessels engaged in similar trades plus amounts available from
                  customary excess insurers of such risks as excess amounts
                  shall be carried by prudent shipowners for similar vessels
                  engaged in similar trades; and

            (z)   the amounts required by the laws or regulations of the United
                  States of America or any applicable jurisdiction in which the
                  Vessel may be trading from time to time.

            (iii) Mortgagee's interest insurance (including extended mortgagee
      interest-additional perils-pollution) coverage satisfactory to the
      Mortgagee in an amount equal to 120% of the then outstanding aggregate
      principal amounts of the outstanding Term Loans plus the Total Revolving
      Loan Commitment (as defined in the Credit Agreement) whether used or
      unused; all such mortgagee's interest insurance cover shall in the
      Mortgagee's discretion be obtained directly by the Mortgagee and the
      Shipowner shall on demand pay all costs of such cover.

            (iv) While the Vessel is idle or laid up, at the option of the
      Shipowner and in lieu of the above-mentioned marine and war risk hull
      insurance, port risk insurance insuring the Vessel against the usual risks
      encountered by like vessels under similar circumstances.

            (b) The marine and commercial war-risk insurance required by this
Section 13 shall have deductibles and franchises no higher than the following:
(i) Hull and Machinery - US$115,000 for all hull claims and US$150,000 for all
machinery claims each accident or occurrence and (ii) Protection and Indemnity -
US$50,000 for cargo claims, US$35,000 for crew claims, US$10,000 passenger
claims and US$15,000 all other claims, in each case each accident or occurrence.

            All insurance maintained hereunder shall be primary insurance
without right of contribution against any other insurance maintained by the
Mortgagee. Each policy of marine and war risk hull and machinery insurance with
respect to the Vessel shall provide that the Mortgagee shall be a named insured
and a loss payee. Each entry in a marine and war risk protection indemnity club
with respect to the Vessel shall note the interest of the Mortgagee. The
Mortgagee and its successors and assigns shall not be responsible for any
premiums, club calls, assessments or any other obligations or for the
representations and warranties made therein by the Shipowner or any other
person.

            (c) The Shipowner will furnish the Mortgagee from time to time on
request, and in any event at least annually, a detailed report signed by a firm
of marine insurance brokers acceptable to the Mortgagee with respect to P & I
entry,


                                      12                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

the hull and machinery and war risk insurance carried and maintained on
the Vessel, together with their opinion as to the adequacy thereof and its
compliance with the provisions of this Mortgage. At the Shipowner's expense the
Shipowner will cause such insurance broker and the P & I club or association
providing P & I insurance referred to in part (a)(ii) of this Section 13, to
agree to advise the Mortgagee by telex or telecopier confirmed by letter of any
expiration, termination, alteration or cancellation of any policy, any default
in the payment of any premium and of any other act or omission on the part of
the Shipowner of which it has knowledge and which might invalidate or render
unenforceable, in whole or in part, any insurance on the Vessel, and to provide
an opportunity of paying any such unpaid premium or call, such right being
exercisable by the Mortgagee on a Mortgaged Vessel (as defined in the Credit
Agreement) by Mortgaged Vessel and not on a fleet basis.

            The underwriters or brokers shall furnish the Mortgagee with a
letter or letters of undertaking to the effect that:

            (i) they will hold the instruments of insurance, and the benefit of
      the insurances thereunder, to the order of the Mortgagee in accordance
      with the terms of the loss payable clause referred to in the Assignment of
      Insurances (attached to the Credit Agreement as Exhibit H-2); and

            (ii) they will have endorsed on each and every policy as and when
      the same is issued the loss payable clause and the notice of assignment
      referred to in the Assignment of Insurances; and

            (iii) they will not set off against any sum recoverable in respect
      of a claim against the Vessel under the said underwriters or brokers or
      any other person in respect of any other vessel nor cancel the said
      insurances by reason of non-payment o such premiums or other amounts.

            All policies of insurance required hereby shall provide for not less
than 14 days prior written notice to be received by the Mortgagee of the
termination or cancellation of the insurance evidenced thereby. All policies of
insurance maintained pursuant to this Section 13 for risks covered by insurance
other than that provided by a P & I Club shall contain provisions waiving
underwriters' rights of subrogation thereunder against any assured named in such
policy and any assignee of said assured. The Shipowner has assigned to the
Mortgagee its rights under any policies of insurance in respect of the Vessel.
The Shipowner agrees that, unless the insurances by their terms provide that
they cannot cease (by reason of nonrenewal or otherwise) without the Mortgagee
being informed and having the right to continue the insurance by paying any
premiums not paid by the Shipowner, receipts showing payment of premiums for
required insurance and also of demands from the Vessel's P & I underwriters
shall be in the hands of the Mortgagee at least two (2) days before the risk in
question commences.


                                      13                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

            (d) Unless the Mortgagee shall otherwise agree, all amounts of
whatsoever nature payable under any insurance must be payable to the Mortgagee
for distribution first to itself and thereafter to the Shipowner or others as
their interests may appear. Nevertheless, until otherwise required by the
Mortgagee by notice to the underwriters upon the occurrence and continuance of a
Default (as defined in the Credit Agreement) or an event of default hereunder,
(i) amounts payable under any insurance on the Vessel with respect to protection
and indemnity risks may be paid directly to the Shipowner to reimburse it for
any loss, damage or expense incurred by it and covered by such insurance or to
the person to whom any liability covered by such insurance has been incurred
provided that the underwriter shall have first received evidence that the
liability insured against has been discharged, and (ii) amounts payable under
any insurance with respect to the Vessel involving any damage to the Vessel not
constituting an Event of Loss (as defined in the Credit Agreement), may be paid
by underwriters directly for the repair, salvage or other charges involved or,
if the Shipowner shall have first fully repaired the damage or paid all of the
salvage or other charges, may be paid to the Shipowner as reimbursement
therefor; PROVIDED, HOWEVER, that if such amounts (including any franchise or
deductible) are in excess of U.S.$250,000, the underwriters shall not make such
payment without first obtaining the written consent thereto of the Mortgagee.

                  (e) All amounts paid to the Mortgagee in respect of any
insurance on the Vessel shall be disposed of as follows (after deduction of the
expenses of the Mortgagee in collecting such amounts):

                  (i) any amount which might have been paid at the time, in
         accordance with the provisions of paragraph (d) above, directly to the
         Shipowner or others shall be paid by the Mortgagee to, or as directed
         by, the Shipowner;

                  (ii) all amounts paid to the Mortgagee in respect of an Event
         of Loss (as defined in the Credit Agreement) of the Vessel shall be
         applied by the Mortgagee to the payment of the Indebtedness hereby
         secured pursuant to Section 4.02(c) of the Credit Agreement;

                  (iii) all other amounts paid to the Mortgagee in respect of
         any insurance on the Vessel may, in the Mortgagee's sole discretion, be
         held and applied to the prepayment of the Indebtedness hereby secured
         or to making of needed repairs or other work on the Vessel, or to the
         payment of other claims incurred by the Shipowner relating to the
         Vessel, or may be paid to the Shipowner or whosoever may be entitled
         thereto.

            (f) In the event that any claim or lien is asserted against the
Vessel for loss, damage or expense which is covered by insurance required
hereunder and it is necessary for the Shipowner to obtain a bond or supply other
security to


                                      14                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

prevent arrest of the Vessel or to release the Vessel from arrest on account of
such claim or lien, the Mortgagee, on request of the Shipowner, may, in the sole
discretion of the Mortgagee, assign to any person, firm or corporation executing
a surety or guarantee bond or other agreement to save or release the Vessel from
such arrest, all right, title and interest of the Mortgagee in and to said
insurance covering said loss, damage or expense, as collateral security to
indemnify against liability under said bond or other agreement.

            (g) The Shipowner shall deliver to the Mortgagee certified copies
and, whenever so requested by the Mortgagee, the originals of all certificates
of entry, cover notes, binders, evidences of insurance and policies and all
endorsements and riders amendatory thereof in respect of insurance maintained
under this Mortgage for the purpose of inspection or safekeeping, or,
alternatively, satisfactory letters of undertaking from the broker holding the
same. The Mortgagee shall be under no duty or obligation to verify the adequacy
or existence of any such insurance or any such policies, endorsement or riders.

            (h) The Shipowner agrees that it will not execute or permit or
willingly allow to be done any act by which any insurance may be suspended,
impaired or cancelled, and that it will not permit or allow the Vessel to
undertake any voyage or run any risk or transport any cargo which may not be
permitted by the policies in force, without having previously notified the
Mortgagee in writing and insured the Vessel by additional coverage to extend to
such voyages, risks, passengers or cargoes.

            (i) In case any underwriter proposes to pay less on any claim than
the amount thereof, the Shipowner shall forthwith inform the Mortgagee, and if a
Default, an Event of Default or an Event of Loss (as such terms are defined in
the Credit Agreement) has occurred and is continuing the Mortgagee shall have
the exclusive right to negotiate and agree to any compromise.

            (j) The Shipowner will comply with and satisfy all of the provisions
of any applicable law, convention, regulation, proclamation or order concerning
financial responsibility for liabilities imposed on the Shipowner or the Vessel
with respect to pollution by any state or nation or political subdivision
thereof and will maintain all certificates or other evidence of financial
responsibility as may be required by any such law, convention, regulation,
proclamation or order with respect to the trade in which the Vessel is from time
to time engaged and the cargo carried by it.

            Section 14. REIMBURSEMENT FOR EXPENSES. The Shipowner will reimburse
the Mortgagee promptly for any and all expenditures which the Mortgagee may from
time to time make, lay out or expend in providing such protection in respect of
insurance, discharge or purchase of liens, taxes, dues, tolls, assessments,
governmental charges, fines and penalties lawfully imposed, repairs,


                                      15                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

attorney's fees, and other matters as the Shipowner is obligated herein to
provide, but fails to provide or which, in the sole judgment of the Mortgagee
are necessary or appropriate for the protection of the Vessel or the security
granted by this Mortgage. Such obligation of the Shipowner to reimburse the
Mortgagee shall be an additional indebtedness due from the Shipowner, shall bear
interest at the interest rate as set forth in Section 1.07(b) of the Credit
Agreement from the date of payment by the Mortgagee to and including the date of
reimbursement by the Shipowner, shall be secured by this Mortgage, and shall be
payable by the Shipowner on demand. The Mortgagee, though privileged to do so,
shall be under no obligation to the Shipowner to make any such expenditure, nor
shall the making thereof relieve the Shipowner of any default in that respect.

            Section 15. PERFORMANCE OF CHARTERS. The Shipowner will fully
perform any and all charter parties which may be entered into with respect to
the Vessel and will promptly notify the Mortgagee of any material claim by any
charterer of non-performance thereunder by the Shipowner.

            Section 16. CHANGE IN OWNERSHIP. The Shipowner further covenants and
agrees with the Mortgagee that, so long as any part of the Indebtedness hereby
secured remains unpaid, there shall be no change in the ownership of the Vessel
or any of the shares of the Shipowner without the prior written consent of the
Mortgagee.

            Section 17. PREPAYMENT IF EVENT OF LOSS. In the event that the
Vessel suffers an Event of Loss, as such term is defined in the Credit
Agreement, then and in each such case the Shipowner shall forthwith repay the
Indebtedness hereby secured at the time and in the amount set forth in Section
4.02(c) of the Credit Agreement except to the extent such amounts have otherwise
been paid as therein provided.

                                   ARTICLE III

                         EVENTS OF DEFAULT AND REMEDIES

            Section 1. EVENTS OF DEFAULT; REMEDIES. In case any one or more of
the following events, herein termed "events of default", shall happen:

            (a) the Shipowner fails to pay within three (3) Business Days of the
      date due any payment in respect of the Indebtedness hereby secured as
      provided herein; or

            (b) the statements in Article I shall prove to have been untrue when
      made in a material way; or


                                      16                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

            (c) a default in the due and punctual observance and performance of
      any of the provisions of Sections 2, 3, 7, 8, 9(b), 11, 12, 13(a), (b),
      (d), (h) and (j), 16 or 17 of Article II hereof shall have occurred and be
      continuing; or

            (d) a breach or omission in the due and punctual observance of any
      of the other covenants and conditions herein required to be kept and
      performed by the Shipowner and such breach or omission shall continue for
      30 days after the day the Shipowner first knew or should have known of
      such breach or omission; or

            (e) an Event of Default shall have occurred and be continuing under
      the Credit Agreement; or

            (f) a payment default by the Borrower or any of its subsidiaries
      under any Interest Rate Protection Agreement or Other Hedging Agreement
      shall have occurred and be continuing; or

            (g) any notice shall have been issued by the government or any
      bureau, department, officer, board or agency thereof of the country of
      registry of the Vessel to the effect that the Vessel is subject to
      cancellation from such registry or the certificate of registry of the
      Vessel is subject to revocation or cancellation for any reason whatsoever,
      and such notice shall not have been cancelled or annulled on or before
      seven (7) Business Days (as defined in the Credit Agreement) prior to the
      date set forth in such notice for such cancellation or revocation; or

            (h) the Vessel shall be cancelled from the country of registry of
      the Vessel or the certificate of registry of the Vessel is revoked or
      cancelled for any reason whatsoever;

then:

            the security constituted by this Mortgage shall become
immediately enforceable and that without limitation, the enforcement remedies
specified can be exercised irrespective of whether or not the Mortgagee has
exercised the right of acceleration under the Credit Agreement or any of the
other Credit Documents and the Mortgagee shall have the right to:

            (i) Declare all the then unpaid Indebtedness hereby secured to be
      due and payable immediately, and upon such declaration, the same shall
      become and be immediately due and payable provided, however, that no
      declaration shall be required if an event of default shall have occurred
      by reason of a default under Section 10.05 of the Credit Agreement, then
      and in such case, the Indebtedness hereby secured shall become immediately
      due and payable on the occurrence of such event of default without any
      notice or demand;


                                      17                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

            (ii) Exercise all of the rights and remedies in foreclosure and
      otherwise given to a mortgagee by the provisions of the laws of the
      country of registry of the Vessel or of any other jurisdiction where the
      Vessel may be found;

            (iii) Bring suit at law, in equity or in admiralty, as it may be
      advised, to recover judgment for the Indebtedness hereby secured, and
      collect the same out of any and all property of the Shipowner whether
      covered by this Mortgage or otherwise;

            (iv) Take and enter into possession of the Vessel, at any time,
      wherever the same may be, without legal process and without being
      responsible for loss or damage and the Shipowner or other person in
      possession forthwith upon demand of the Mortgagee shall surrender to the
      Mortgagee possession of the Vessel;

            (v) Without being responsible for loss or damage, the Mortgagee may
      hold, lay up, lease, charter, operate or otherwise use such Vessel for
      such time and upon such terms as it may deem to be for its best advantage,
      and demand, collect and retain all hire, freights, earnings, issues,
      revenues, income, profits, return premiums, salvage awards or recoveries,
      recoveries in general average, and all other sums due or to become due in
      respect of such Vessel or in respect of any insurance thereon from any
      person whomsoever, accounting only for the net profits, if any, arising
      from such use of the Vessel and charging upon all receipts from the use of
      the Vessel or from the sale thereof by court proceedings or pursuant to
      subsection (vi) next following, all costs, expenses, charges, damages or
      losses by reason of such use; and if at any time the Mortgagee shall avail
      itself of the right herein given them to take the Vessel, the Mortgagee
      shall have the right to dock the Vessel, for a reasonable time at any
      dock, pier or other premises of the Shipowner without charge, or to dock
      her at any other place at the cost and expense of the Shipowner;

            (vi) Without being responsible for loss or damage, the Mortgagee may
      sell the Vessel upon such terms and conditions as to the Mortgagee shall
      seem best, free from any claim of or by the Shipowner, at public or
      private sale, by sealed bids or otherwise, by mailing, by air or
      otherwise, notice of such sale, whether public or private, addressed to
      the Shipowner at its last known address and to any other registered
      mortgagee, twenty (20) calendar days prior to the date fixed for entering
      into the contract of sale and by first publishing notice of any such
      public sale for ten (10) consecutive days, in daily newspapers of general
      circulation published in the City of New York, State of New York; in the
      event that the Vessel shall be offered for sale by private sale, no
      newspaper publication of notice shall be required, nor notice of
      adjournment of sale; sale may be held at such place and at such time as


                                      18                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

      the Mortgagee by notice may have specified, or may be adjourned by the
      Mortgagee from time to time by announcement at the time and place
      appointed for such sale or for such adjourned sale, and without further
      notice or publication the Mortgagee may make any such sale at the time and
      place to which the same shall be so adjourned; and any sale may be
      conducted without bringing the Vessel to the place designated for such
      sale and in such manner as the Mortgagee may deem to be for its best
      advantage, and the Mortgagee may become the purchaser at any sale. The
      Shipowner agrees that any sale made in accordance with the terms of this
      paragraph shall be deemed made in a commercially reasonable manner insofar
      as it is concerned;

            (vii) Require that all policies, contracts, certificates of entry
      and other records relating to the insurance with respect to the Vessel,
      including, but not limited to, those described in Article II, Section 13
      hereof (the "Insurances") (including details of and correspondence
      concerning outstanding claims) be forthwith delivered to or to the order
      of the Mortgagee;

            (viii) Collect, recover, compromise and give a good discharge for
      any and all monies and claims for monies then outstanding or thereafter
      arising under the Insurances or in respect of the earnings or any
      requisition compensation and to permit any brokers through whom collection
      or recovery is effected to charge the usual brokerage therefore.

            Section 2. POWER OF SALE. Any sale of the Vessel made in pursuance
of this Mortgage, whether under the power of sale hereby granted or any judicial
proceedings, shall operate to divest all right, title and interest of any nature
whatsoever of the Shipowner therein and thereto, and shall bar the Shipowner,
its successors and assigns, and all persons claiming by, through or under them.
No purchaser shall be bound to inquire whether notice has been given, or whether
any default has occurred, or as to the propriety of the sale, or as to the
application of the proceeds thereof. In case of any such sale, the Mortgagee, if
it is the purchaser, shall be entitled, for the purpose of making settlement or
payment for the property purchased, to use and apply the Indebtedness hereby
secured in order that there may be credited against the amount remaining due and
unpaid thereon the sums payable out of the net proceeds of such sale to the
Mortgagee after allowing for the costs and expense of sale and other charges;
and thereupon such purchaser shall be credited, on account of such purchase
price, with the net proceeds that shall have been so credited upon the
Indebtedness hereby secured. At any such sale, the Mortgagee may bid for and
purchase such property and upon compliance with the terms of sale may hold,
retain and dispose of such property without further accountability therefor.

            Section 3. POWER OF ATTORNEY - SALE. The Mortgagee is hereby
irrevocably appointed attorney-in-fact of the Shipowner to execute and deliver
to


                                      19                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

any purchaser aforesaid, and is hereby vested with full power and authority
to make, in the name and on behalf of the Shipowner, a good conveyance of the
title to the Vessel so sold. Any person dealing with the Mortgagee or
attorney-in-fact shall not be put on enquiry as to whether the power of attorney
contained herein has become exercisable. In the event of any sale of the Vessel,
under any power herein contained, the Shipowner will, if and when required by
the Mortgagee, execute such form of conveyance of the Vessel as the Mortgagee
may direct or approve.

            Section 4. POWER OF ATTORNEY - COLLECTION. The Mortgagee is hereby
irrevocably appointed attorney-in-fact of the Shipowner upon the happening of
any event of default, in the name of the Shipowner to demand, collect, receive,
compromise and sue for, so far as may be permitted by law, all freight, hire,
earnings, issues, revenues, income and profits of the Vessel and all amounts due
from underwriters under any insurance thereon as payment of losses or as return
premiums or otherwise, salvage awards and recoveries, recoveries in general
average or otherwise, and all other sums due or to become due at the time of the
happening of any event of default as defined in Section 1 of Article III hereof
in respect of the Vessel, or in respect of any insurance thereon, from any
person whomsoever, and to make, give and execute in the name of the Shipowner
acquittances, receipts, releases or other discharges for the same, whether under
seal or otherwise, and to endorse and accept in the name of the Shipowner all
checks, notes, drafts, warrants, agreements and other instruments in writing
with respect to the foregoing. Any person dealing with the Mortgagee or
attorney-in-fact shall not be put on enquiry as to whether the Power of Attorney
contained herein has become exercisable.

            Section 5. DELIVERY OF VESSEL. Upon the security constituted by this
Mortgage becoming immediately enforceable pursuant to Section 1 of Article III,
the Mortgagee shall (in addition to the powers described in Section 1 of Article
III) become forthwith entitled (but not bound) to appoint, by an instrument in
writing under its seal or under the hand of any director or officer or
authorized signatory, a receiver and/or manager of the Vessel upon such terms as
to remuneration and otherwise as the Mortgagee shall deem fit with power from
time to time to remove any receiver and appoint another in his stead and any
receiver shall be the agent of the Shipowner (who shall be solely responsible
for his acts and defaults and remuneration) and shall have all the powers
conferred by law by way of addition to, but without limiting, those powers any
receiver shall have all the powers and entitlements conferred on the Mortgagee
by this Mortgage and generally shall be entitled to the same protection and to
exercise the same powers and discretions as are granted to the Mortgagee under
this Mortgage.

            Section 6. MORTGAGEE TO DISCHARGE LIENS. The Shipowner authorizes
and empowers the Mortgagee or its appointees or any of them to appear in the
name of the Shipowner, its successors and assigns, in any court of any country
or nation of the world where a suit is pending against the Vessel because of or
on


                                      20                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

account of any alleged lien against the Vessel from which the Vessel has not
been released and to take such proceedings as to them or any of them may seem
proper towards the defense of such suit and the purchase or discharge of such
lien, and all expenditures made or incurred by them or any of them for the
purpose of such defense or purchase or discharge shall be a debt due from the
Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by
the lien of this Mortgage in like manner and extent as if the amount and
description thereof were written herein.

            Section 7. PAYMENT OF EXPENSES. The Shipowner covenants that upon
the happening of any one or more of the events of default, then, upon written
demand of the Mortgagee, the Shipowner will pay to the Mortgagee the whole
amount due and payable in respect of the Indebtedness hereby secured; and in
case the Shipowner shall fail to pay the same forthwith upon such demand, the
Mortgagee shall be entitled to recover judgment for the whole amount so due and
unpaid, together with such further amounts as shall be sufficient to cover the
reasonable compensation of the Mortgagee or its agents, attorneys and counsel
and any necessary advances, expenses and liabilities made or incurred by it or
them or the Mortgagee hereunder. All moneys collected by the Mortgagee under
this Section 7 shall be applied by the Mortgagee in accordance with the
provisions of Section 11 of this Article III.

            Section 8. REMEDIES CUMULATIVE. Each and every power and remedy
herein given to the Mortgagee shall be cumulative and shall be in addition to
every other power and remedy herein given or now or hereafter existing at law,
in equity, in admiralty or by statute, and each and every power and remedy
whether herein given or otherwise existing may be exercised from time to time
and as often and in such order as may be deemed expedient by the Mortgagee, and
the exercise or the beginning of the exercise of any power or remedy shall not
be construed to be a waiver of the right to exercise at the same time or
thereafter any other power or remedy. The Mortgagee shall not be required or
bound to enforce any of its rights under any of the other Credit Documents,
prior to enforcing its rights under this Mortgage. No delay or omission by the
Mortgagee in the exercise of any right or power or in the pursuance of any
remedy accruing upon any default as above defined shall impair any such right,
power or remedy or be construed to be a waiver of any such event of default or
to be an acquiescence therein; nor shall the acceptance by the Mortgagee of any
security or of any payment of or on account of the Indebtedness hereby secured
maturing after any event of default or of any payment on account of any past
default be construed to be a waiver of any right to exercise its remedies due to
any future event of default or of any past event of default not completely cured
thereby. No consent, waiver or approval of the Mortgagee shall be deemed to be
effective unless in writing and duly signed by authorized signatories of the
Mortgagee; any waiver by the Mortgagee of any of the terms of this Mortgage or
any consent given under this Mortgage shall only be effective for the purpose
and on the terms which it is given and shall be without


                                      21                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

prejudice to the right to give or withhold consent in relation to future matters
(which are either the same or different).

            Section 9. CURE OF DEFAULTS. If at any time after an event of
default and prior to the actual sale of the Vessel by the Mortgagee or prior to
any enforcement or foreclosure proceedings the Shipowner offers completely to
cure all events of default and to pay all expenses, advances and damages to the
Mortgagee consequent on such events of default, with interest at the interest
rate set forth in Section 1.07(b) of the Credit Agreement, then the Mortgagee
may, but shall not be obligated to, accept such offer and payment and restore
the Shipowner to its former position, but such action, if taken, shall not
affect any subsequent event of default or impair any rights consequent thereon.

            Section 10. DISCONTINUANCE OF PROCEEDINGS. In case the Mortgagee
shall have proceeded to enforce any right, power or remedy under this Mortgage
by foreclosure, entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Mortgagee, then and in every such case the Shipowner and the Mortgagee
shall be restored to its former position and right hereunder with respect to the
property subject or intended to be subject to this Mortgage, and all rights,
remedies and powers of the Mortgagee shall continue as if no such proceedings
had been taken.

            Section 11. APPLICATION OF PROCEEDS. After an event of default
hereunder shall have occurred and be continuing, the proceeds of any sale of the
Vessel and any and all other moneys received by the Mortgagee pursuant to or
under the terms of this Mortgage or in any proceedings hereunder, the
application of which has not elsewhere herein been specifically provided for,
shall be applied as follows:

            FIRST: To the payment of all costs and expenses (together with
      interest thereon as set forth in Section 14 of Article II) of the
      Mortgagee, including the reasonable compensation of its agents and
      attorneys, by reason of any sale, retaking, management or operation of the
      Vessel and all other sums payable to the Mortgagee hereunder by reason of
      any expenses or liabilities incurred or advances made by it for the
      protection, maintenance and enforcement of the security or of any of its
      rights hereunder, under the Credit Agreement, the Subsidiaries Guaranty
      and under the other Credit Documents or in the pursuit of any remedy
      hereby or thereby conferred; and at the option of the Mortgagee to the
      payment of any taxes, assessments or liens claiming priority over the lien
      of this Mortgage; and

            SECOND: To the Pledgee (as defined in the Pledge Agreement) for its
      distribution in accordance with the provisions of Section 9 of the Pledge
      Agreement.


                                      22                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

            Section 12. POSSESSION UNTIL DEFAULT. Until one or more of the
events of default hereinafter described shall happen, the Shipowner (a) shall be
suffered and permitted to retain actual possession and use of the Vessel and (b)
shall have the right, from time to time, in its discretion, and without
application to the Mortgagee, and without obtaining a release thereof by the
Mortgagee, to dispose of, free from the lien hereof, any boilers, engines,
machinery, masts, spars, sails, rigging, boats, anchors, chains, tackle,
apparel, furniture, fittings or equipment or any other appurtenances of the
Vessel that are no longer useful, necessary, profitable or advantageous in the
operation of the Vessel, first or simultaneously replacing the same by new
boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors,
chains, tackle, apparel, furniture, fittings, equipment, or other appurtenances
of substantially equal value to the Shipowner, which shall forthwith become
subject to the lien of this Mortgage as a first priority mortgage thereon.

            Section 13. SEVERABILITY OF PROVISIONS, ETC. (a) If any provision of
this Mortgage should be deemed invalid or shall be deemed to affect adversely
the preferred status of this Mortgage under any applicable law, such provision
shall be void and of no effect and shall cease to be a part of this Mortgage
without affecting the remaining provisions, which shall remain in full force and
effect.

            (b) In the event that the Subsidiaries Guaranty, this Mortgage, any
of the other Credit Documents or any of the documents or instruments which may
from time to time be delivered thereunder or hereunder or any provision thereof
or hereof shall be deemed invalidated by present or future law of any nation or
by decision of any court, this shall not affect the validity and/or
enforceability of all or any other parts of the Subsidiaries Guaranty, this
Mortgage, the Pledge Agreement, any of the other Credit Documents or such
documents or instruments and, in any such case, the Shipowner covenants and
agrees that, on demand, it will execute and deliver such other and further
agreements and/or documents and/or instruments and do such things as the
Mortgagee in its sole discretion may reasonably deem to be necessary to carry
out the true intent of this Mortgage, Subsidiaries Guaranty, the Pledge
Agreement, and the other Credit Documents.

            (c) In the event that the title, or ownership of the Vessel shall be
requisitioned, purchased or taken by any government of any country or any
department, agency or representative thereof, pursuant to any present or future
law, proclamation, decree order or otherwise, the lien of this Mortgage shall be
deemed to attach to the claim for compensation therefor, and the compensation,
purchase or other taking of such title or ownership is hereby agreed to be
payable to the Mortgagee who shall be entitled to receive the same and shall
apply it as provided in Section 11 of this Article III. In the event of any such
requisition, purchase or taking, and the failure of the Mortgagee to receive
proceeds as herein provided, the Shipowner shall promptly execute and deliver to
the Mortgagee such documents, if any, as in the opinion of the Mortgagee may be
necessary or useful to facilitate or expedite the collection by the Mortgagee of
such part of the


                                      23                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

compensation, purchase price, reimbursement or award as is payable to it
hereunder.

            (d) Anything herein to the contrary notwithstanding, it is intended
that nothing herein shall waive the priority status of this Mortgage, and if any
provision of this Mortgage or portion thereof shall be construed to waive the
priority status of this Mortgage, then such provision to such extent shall be
void and of no effect.

                                   ARTICLE IV

                                Sundry Provisions

            Section 1. SUCCESSORS AND ASSIGNS. All of the covenants, promises,
stipulations and agreements of the Shipowner in this Mortgage contained shall
bind the Shipowner and its successors and shall inure to the benefit of the
Mortgagee and its successors and assigns. In the event of any assignment or
transfer of this Mortgage, the term "Mortgagee", as used in this Mortgage, shall
be deemed to mean any such assignee or transferee.

            Section 2. POWER OF SUBSTITUTION. Wherever and whenever herein any
right, power or authority is granted or given to the Mortgagee, such right,
power or authority may be exercised in all cases by the Mortgagee or such agent
or agents as it may appoint, and the act or acts of such agent or agents when
taken shall constitute the act of the Mortgagee hereunder.

            Section 3. COUNTERPARTS. This Mortgage may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

            Section 4. NOTICES. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telexed, telegraphic, telex, telecopier or cable communication) and
mailed, telexed, telecopied, cabled or delivered, if to the Shipowner or to the
Mortgagee, at its address as specified below, or at such other address as shall
be designated by such party in a written notice to the other party:


                                      24                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

                  If to the Shipowner, addressed to it in care of:

                  General Maritime Corporation
                  35 West 56th Street
                  New York, NY 10019
                  Telephone: (212) 763-5600
                  Facsimile: (212) 763-5603

                  If to the Mortgagee, addressed to it:

                  Christiania Bank og Kreditkasse, ASA, New York Branch
                  11 West 42nd Street, 7th Floor
                  New York, NY  10036
                  Attn: Hans Chr. Kjelsrud
                  Telephone: (212) 827-4814
                  Facsimile: (212) 827-4888

with a copy to:

                  Holland & Knight LLP
                  195 Broadway
                  New York, NY 10007
                  Attn:  Jovi Tenev
                  Telephone: (212) 513 3218
                  Facsimile: (212) 385 9010

                  All such notices and communications shall, (i) when mailed, be
effective three Business Days (as defined in the Credit Agreement) after being
deposited in the mails, prepaid and properly addressed for delivery, (ii) when
sent by overnight courier, be effective one Business Day after delivery to the
overnight courier prepaid and properly addressed for delivery on such next
Business Day, or (iii) when sent by telex or telecopier, be effective when sent
by telex or telecopier, except that notices and communications to the Mortgagee
shall not be effective until received by the Mortgagee.

            Section 5. RECORDING CLAUSE. For purposes of recording this First
Preferred Mortgage as required by Liberian Maritime Law, the total amount of
this Mortgage is ONE HUNDRED SEVENTY FIVE MILLION United States Dollars (U.S.
$175,000,000.00), and interest and performance of mortgage covenants. The
maturity date is June ___, 2006. There is no separate discharge amount.

            Section 6. FURTHER ASSURANCES. The Shipowner shall execute and do
all such assurances, acts and things as the Mortgagee, or any receiver in its
absolute discretion may require for:


                                      25                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>


            (a) perfecting or protecting the security created (or intended to be
      created) by this Mortgage; or

            (b) preserving or protecting any of the rights of the Mortgagee
      under this Mortgage (or any of them); or

            (c) ensuring that the security constituted by this Mortgage and the
      covenants and obligations of the Shipowner under this Mortgage shall enure
      to the benefit of assignees of the Mortgagee (or any of them); or

            (d) facilitating the appropriation or realization of the Vessel or
      any part thereof and enforcing the security constituted by this Mortgage
      on or at any time after the same shall have become enforceable; or

            (e) the exercise of any power, authority or discretion vested in the
      Mortgagee under this Mortgage,

in any such case, forthwith upon demand by the Mortgagee and at the expense of
the Shipowner. Without limitation of the foregoing, in connection with any
Interest Rate Protection Agreements or Other Hedging Agreements entered into
from time to time, the Shipowner shall, at its expense, enter into, deliver and
cause to be recorded such amendments and supplements to this Mortgage, and such
other instruments and legal opinions, as the Mortgagee may reasonably request.

            Section 7. GOVERNING LAW. The provisions of this Mortgage shall,
with respect to its validity, effect, recordation and enforcement, be governed
by and construed in accordance with the applicable laws of the Republic of
Liberia.

            Section 8. ADDITIONAL RIGHTS OF THE MORTGAGEE. In the event the
Mortgagee shall be entitled to exercise any of its remedies under Article III
hereof, the Mortgagee shall have the right to arrest and take action against the
Vessel at whatever place the Vessel shall be found lying and for the purpose of
any action which the Mortgagee may bring before the Courts of such jurisdiction
or other judicial authority and for the purpose of any action which the
Mortgagee may bring against the Vessel, any writ, notice, judgment or other
legal process or documents may (without prejudice to any other method of service
under applicable law) be served upon the Master of the Vessel (or upon anyone
acting as the Master) and such service shall be deemed good service on the
Shipowner for all purposes.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


                                      26                FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

                  IN WITNESS WHEREOF, the Shipowner has caused this First
Preferred Mortgage over the [VESSEL NAME] to be duly executed by its authorized
representative the day and year first above written.

                                    [NAME OF SHIPOWNER]


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                                        FIRST PREFERRED MORTGAGE
                                                                   [VESSEL NAME]
<Page>

                                 ACKNOWLEDGMENT

STATE OF NEW YORK       )
                         :ss:
COUNTY OF NEW YORK      )

            On this [______] day of [DATE], before me personally appeared
[NAME], known to me to be the person who executed the foregoing instrument, who,
being by me duly sworn did depose and say that he resides at _________, New
York, NY, that he is [TITLE] of [SHIPOWNER], the [CITIZENSHIP] corporation
described in and which executed the foregoing instrument; that he signed his
name pursuant to authority granted to him by [SHIPOWNER]; and that he further
acknowledged that said instrument is the act and deed of [SHIPOWNER].


                                                  ------------------------------
                                                  Notary Public


                      [FOR USE IN THE REPUBLIC OF LIBERIA]