EXHIBIT 10.9

	Approved by
	the Documentary Committee of The	Approved by
Printed by BIMCO’S idea	Japan Shipping Exchange Inc., Tokyo	the International Ship Managers’ Association (ISMA)

	1.	Date of Agreement [to be dated the date of execution]	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
			STANDARD SHIP MANAGEMENT AGREEMENT
			CODE NAME: “SHIPMAN 98”
				PART I
	2.	Owners Head Managers (name, place of registered office and law of registry) (CI. 1)	3.	Managers Sub-managers (name, place of registered office and law of registry) (CI. 1)
		Name		Name
		Costamare Shipping Company S.A.		Shanghai Costamare Ship Management Co. Ltd.
		Place of registered office		Place of registered office
		Panama City, Republic of Panama		Shanghai, P.R.C.
		Law of registry		Law of registry
		Republic of Panama		P.R.C.
	4.	Day and year of commencement of Agreement (Cl. 2) [to be completed on execution]
	5.	Crew Management (state “yes” or “no” as agreed) (Cl. 3.1) YES	6.	Technical Management (state “yes” or “no” as agreed) (Cl. 3.2) NO
	7.	Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3) YES	8.	Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) YES
	9.	Accounting Services (state “yes” or “no” as agreed) (CI. 3.5) YES	10.	Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) YES
	11.	Provisions (state “yes” or “no” as agreed) (Cl. 3.7) YES	12.	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) YES
	13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) N/A	14.	Owners’ Head Managers’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) Clause 6.3(ii)
	15.	Annual Daily Management Fee (state annual amount) (Cl. 8.1) $[ ]	16.	Severance Costs (state maximum amount) (Cl. 8.4(ii)) not applicable
	17.	Day and year of termination of Agreement (Cl. 17) see Clause 17	18.	Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) see Clause 19.1
	19.	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners Head Managers) (Cl. 20)	20.	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers Sub-managers) (Cl. 20)
		Costamare Shipping Company, S.A.		38F Sino Life Tower
		60 Zephyrou Street & Syngrou Avenue		707 Zhangyang Rd.
		Athens, Greece		Pudong New District
		Telefax: + 30 210 940 9051		Shanghai, P.R.C. 200122
		Attention: Chief Executive Officer		Telefax: +86 21 58359320 Attention: Chief Executive Officer
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further..
	Signature(s) (Owners’ Head Managers)		Signature(s) (Managers Sub-managers)
		COSTAMARE SHIPPING COMPANY S.A.		SHANGHAI COSTAMARE SHIP MANAGEMENT CO. LTD.

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Printed by BIMCO’S idea

ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

Date of Agreement:

[to be completed]

Name of Vessel(s):

[to be completed]

Particulars of Vessel(s):

[to be completed]

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

Date of Agreement:

Details of Crew:

Numbers	Rank	Nationality
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______
______	______	______

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Printed by BIMCO’S idea

ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

Date of Agreement:

Managers’ Budget for the first year with effect from the Commencement Date of this Agreement:

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “D” (ASSOCIATED VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.

Date of Agreement:

Details of Associated Vessels:

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“SHIPMAN 98” Standard Ship Management Agreement

1.	Definitions	1
	In this Agreement save where the context otherwise requires,	2
	the following words and expressions shall have the meanings	3
	hereby assigned to them.	4
	“OwnersHead Managers” means the party identified in Box 2.	5
	“ManagersSub-managers” means the party identified in Box 3.	6
	“Owners” means [insert name of relevant subsidiary] of [] and	7
	includes its successors in title.
	“Vessel” means the vessel or vessels details of which are set
	out in Annex “A” attached hereto.	8
	“Business Day” shall have the same meaning as ascribed
	thereto in Section 1.1 of the Group Management Agreement.
	“Crew” means the Master, officers and ratings employed on the	9
	Vessel from time to timeof the numbers,
	rank and nationality specified in Annex “B” attached hereto.	10
	“Crew Support Costs” means all expenses of a general nature	11
	which are not particularly referable to any individual vessel for	12
	the time being managed by the Managers and which are incurred	13
	by the Managers for the purpose of providing an efficient and	14
	economic management service and, without prejudice to the	15
	generality of the foregoing, shall include the cost of crew standby	16
	pay, training schemes for officers and ratings, cadet training	17
	schemes, sick pay, study pay, recruitment and interviews.	18
	“Related Sub-manager” shall have the meaning as ascribed	19
	thereto in Section 1.1 of the Group Management Agreement.
	“Severance Costs” means the costs which the employers are
	legally obliged to pay to or in respect of the Crew as a result of	20
	the early termination of any employment contract for service on	21
	the Vessel.	22
	“Crew Insurances” means insurances against crew risks which	23
	shall include but not be limited to death, sickness, repatriation,	24
	injury, shipwreck unemployment indemnity and loss of personal	25
	effects.	26
	“Group Management Agreement” means the agreement dated [ ]
	2010 made between the Parent and the Managers.
	“Management Services” means the services specified in sub-	27
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.	28
	“ISM Code” means the International Management Code for the	29
	Safe Operation of Ships and for Pollution Prevention as adopted	30
	by the International Maritime Organization (IMO) by resolution	31
	A.741(18) or any subsequent amendment thereto.	32
	“ISPS Code” means the International Ship and Port Facility
	Security Code constituted pursuant to resolution A.924(22) of
	the International Maritime Organisation now set out in Chapter
	XI-2 of the International Convention for the Safety of Life at Sea
	(SOLAS) 1974 (as amended) and the mandatory ISPS Code as
	adopted by a Diplomatic Conference of the International
	Maritime Organisation on Maritime Security in December 2002
	and includes any amendments or extensions to it and any
	regulation issued pursuant to it.
	“Parent” means Costamare Inc. of Trust Company Complex,
	Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
	Islands MH96960 and includes its successors in title.
	“STCW 95” means the International Convention on Standards	33
	of Training, Certification and Watchkeeping for Seafarers, 1978,	34
	as amended in 1995 or any subsequent amendment thereto.	35
	Head Management Agreement” means the “Shipman 98” form
	shipmanagement agreement dated [ ] 2010 made between the
	Owners and the Head Managers in respect of the management
	of the Vessel by the Head Managers.
2.	Appointment of MSub-managers	36
	With effect from the day and year stated in Box 4 and continuing	37
	unless and until terminated provided herein, the OwnersHead	38
	Managers
	hereby appoint the Managers Sub-managers and the Managers	39
	Sub-managers hereby agree

	to act as the Managers Sub-managers of the Vessel.		40
	The Sub-managers hereby acknowledge that they are aware that
	the Head Managers have been appointed as the managers of the
	Vessel pursuant to the Head Management Agreement.
	The Sub-managers hereby (i) acknowledge that they have
	received a copy of the Group Management Agreement and have
	reviewed all its terms and (ii) agree to abide by such terms so
	long as the provisions thereof relate to the management of the
	Vessel.
3.	Basis of Agreement		41
	Subject to the terms and conditions herein provided, during the		42
	period of this Agreement, the Managers Sub-managers shall carry		43
	out
	Management Services in respect of the Vessel as agents for		44
	and on behalf of the OwnersHead Managers. Subject to Section 4.6		45
	of the Group Management Agreement, Tthe
	ManagersSub-managers shall have authority
	to take such actions as they may from time to time in their absolute		46
	discretion consider to be necessary to enable them to perform		47
	this Agreement in accordance with sound ship management		48
	practice.		49
	3.1 Crew Management		50
	(only applicable if agreed according to Box 5)		51
	The ManagersSub-managers shall provide suitably qualified Crew		52
	for the Vessel
	as required by the Owners Head Managers in accordance with the		53
	STCW 95
	requirements, provision of which includes but is not limited to		54
	the following functions:		55
	(i)	selecting and engaging the Vessel’s Crew, including payroll	56
		arrangements, pension administration, and insurances for	57
		the Crew other than those mentioned in Clause 6;	58
	(ii)	ensuring that the applicable requirements of the law of the	59
		flag of the Vessel are satisfied in respect of manning levels,	60
		rank, qualification and certification of the Crew and	61
		employment regulations including Crew’s tax, social	62
		insurance, discipline and other requirements;	63
	(iii)	ensuring that all members of the Crew have passed a medical	64
		examination with a qualified doctor certifying that they are fit	65
		for the duties for which they are engaged and are in possession	66
		of valid medical certificates issued in accordance with	67
		appropriate flag State requirements. In the absence of	68
		applicable flag State requirements the medical certificate shall	69
		be dated not more than three months prior to the respective	70
		Crew members leaving their country of domicile and	71
		maintained for the duration of their service on board the Vessel;	72
	(iv)	ensuring that the Crew shall have a command of the English	73
		language of a sufficient standard to enable them to perform	74
		their duties safely;	75
	(v)	arranging transportation of the Crew, including repatriation,	76
	board and lodging as and when required at rates and types of
	accommodations as customary in the industry;
	(vi)	training of the Crew and supervising their efficiency;	77
	(vii)	keeping and maintaining full and complete records of any	78
	labor agreements which may be entered into with the Crew and,
	if applicable, conducting union negotiations;
	(viii)   operating the Managers’Head Managers’ drug and alcohol		79
	policy unless
		otherwise agreed in writing.	80
	3.2 Technical Management		81
	(only applicable if agreed according to Box 6)		82
	The ManagersSub-managers shall provide technical management		83
	which
	includes, but is not limited to, the following functions:		84
	(i)	provision of competent personnel to supervise the	85
		maintenance and general efficiency of the Vessel;	86
	(ii)	arrangement and supervision of dry dockings, repairs,	87
		alterations and the upkeep of the Vessel to the standards	88
		required by the OwnersHead Managers provided that the	89

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“SHIPMAN 98” Standard Ship Management Agreement

	ManagersSub-managers shall
	be entitled to incur the necessary expenditure to ensure	90
	that the Vessel will comply with the law of the flag of the	91
	Vessel and of the places where she trades, and all	92
	requirements and recommendations of the classification	93
	society;	94
(iii)	arrangement of the supply of necessary stores, spares and	95
	lubricating oil;	96
(iv)	appointment of surveyors and technical consultants as the	97
	ManagersSub-managers may consider from time to time to be	98
	necessary;
(v)	development, implementation and maintenance of a Safety	99
	Management System (SMS) in accordance with the ISM	100
	Code (see sub-clauses 4.2 and 5.3) and of a security system in	101
	accordance with the ISPS Code;
	(vi) handling any claims against the builder of the Vessel
	arising out of the relevant shipbuilding contract, if
	applicable; and
	(vii) providing the Head Managers with a copy of any
	inspection report, survey, valuation or any other similar
	report prepared by any shipbrokers, surveyors, the Class
	etc..
3.3	Commercial Management	102
(only applicable if agreed according to Box 7)		103
The ManagersSub-managers shall provide the commercial		104
operation of the
Vessel, as required by the OwnersHead Managers, which includes,		105
but is not
limited to, the following functions:		106
(i)    providing chartering services in accordance with the Owners’		107
	instructions which include, but are not limited to, seeking	108
	and negotiating employment for the Vessel and the conclusion	109
	(including the execution thereof) of charter parties or other	110
	contracts relating to the employment of the Vessel. If such a	111
	contract exceeds the period stated in Box 13, consent thereto	112
	in writing shall first be obtained from the Owners.	113
(ii)   arranging of the proper payment to Owners or their nominees		114
	of all hire and/or freight revenues or other moneys of	115
	whatsoever nature to which Owners may be entitled arising	116
	out of the employment of or otherwise in connection with the	117
	Vessel;.	118
(iii)   providing voyage estimates and accounts and calculating of		119
	hire, freights, demurrage and/or despatch moneys due from	120
	or due to the charterers of the Vessel;	121
(iv)	issuing of voyage instructions;	122
(vii)	appointing agents;	123
(viii)	appointing stevedores;	124
(ivii)	arranging surveys associated with the commercial operation	125
	of the Vessel;	126
3.4	Insurance Arrangements’	127
(only applicable if agreed according to Box 8)		128
The ManagersHead Managers shall arrange insurances in		129
accordance with
Clause 6, on such terms and conditions as the Owners shall		130
have instructed or agreed, in particular regarding conditions,		131
insured values, deductibles and franchises.		132
3.5	Accounting Services	133
(only applicable if agreed according to Box 9)		134
Without prejudice to the relevant provisions of the Group		135
Management Agreement and, in particular, but without
limitation, Section 4.11 and Section 10.6 thereof, Tthe Managers
Sub-managers shall:
(i)	establish an accounting system which meets the	136
	requirements of the OwnersHead Managers and provide regular	137
	accounting
	services, supply regular reports and records,	138
(ii)	maintain the records of all costs and expenditure incurred	139
	as well as data necessary or proper for the settlement of	140

		accounts between the parties.	141
	3.6	Sale or Purchase of the Vessel	142
	(only applicable if agreed according to Box 10)		143
	The ManagersSub-managers shall, in accordance with the Owners’		144
	Head Managers’ instructions,
	supervise the sale or purchaseattend to the physical delivery of		145
	the Vessel , including the
	performance of and any matters specifically relating thereto		146
	under any sale or purchase agreement, but not
	negotiation of the same.		147
	3.7	Provisions (only applicable if agreed according to Box 11)	148
	The ManagersSub-managers shall arrange for the supply of		149
	provisions.
	3.8	Bunkering (only applicable if agreed according to Box 12)	150
	The ManagersSub-managers shall arrange for the provision of		151
	bunker fuel of the
	quality specified by the OwnersHead Managers as required for the		152
	Vessel’s trade.
4.	Managers’Sub-managers’ Obligations		153
	4.1	The ManagersSub-managers undertake to use their best	154
	endeavours commercially reasonable efforts to
	provide the agreed Management Services as agents for and on		155
	behalf of the OwnersHead Managers in accordance with sound ship		156
	management
	practice and to protect and promote the interests of the Owners		157
	Head Managers in
	all matters relating to the provision of services hereunder.		158
	Provided, however, that the ManagersSub-managers in the		159
	performance of their
	management responsibilities under this Agreement shall be entitled		160
	to have regard to their overall responsibility in relation to all vessels		161
	as may from time to time be entrusted to their management and		162
	in particular, but without prejudice to the generality of the foregoing,		163
	the ManagersSub-managers shall be entitled to allocate available		164
	supplies,
	manpower and services in such manner as in the prevailing		165
	circumstances the ManagersSub-managers in their absolute		166
	discretion consider
	to be fair and reasonable.		167
	4.2	Where the ManagersSub-managers are providing Technical	168
	Management
	in accordance with sub-clause 3.2, they shall procure that the		169
	requirements of the law of the flag of the Vessel are satisfied and		170
	they shall in particular be deemed to be the “Company” as defined		171
	by the ISM Code, assuming the responsibility for the operation of		172
	the Vessel and taking over the duties and responsibilities imposed		173
	by the ISM Code and/or the ISPS Code when applicable.		174
	4.3	In the exercise of their duties hereunder, the Sub-managers
	shall act in accordance with the reasonable policies, guidelines
	and instructions from time to time communicated to it in writing
	by the Managers.
	4.4	During this Agreement, the Sub-managers shall promote the
	business of the Head Managers in accordance with the
	directions of the authorized representative or, as the case may
	be, representatives of the Head managers and shall at all times
	use commercially reasonable efforts to conform to, and comply
	with, the lawful and reasonable directions, regulations or
	recommendations made by such authorized representative or,
	as the case may be, representative.
5.	Owners’ Head Managers’ Obligations		175
	5.1	The OwnersHead Managers shall pay all sums due to the	176
	ManagersSub-managers punctually
	in accordance with the terms of this Agreement.		177
	5.2	Where the ManagersSub-managers are providing Technical	178
	Management
	in accordance with sub-clause 3.2, the OwnersHead Managers		179
	shall procure that the Owners shall:
	(i)	procure that all officers and ratings supplied by them or on	180
		their behalf comply with the requirements of STCW 95;	181
	(ii)	instruct such officers and ratings to obey all reasonable orders	182

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“SHIPMAN 98” Standard Ship Management Agreement

		of the ManagersSub-managers in connection with the operation	183
		of the
		Managers’ Sub-managers’ safety management system.	184
	5.3 Where the ManagersSub-managers are not providing Technical		185
	Management
	in accordance with sub-clause 3.2, the OwnersHead Managers		186
	shall procure that the Owners shall procure that
	the requirements of the law of the flag of the Vessel are satisfied		187
	and that they, or such other entity as may be appointed by them		188
	and identified to the ManagersSub-managers, shall be deemed to		189
	be the
	“Company” as defined by the ISM Code assuming the responsibility		190
	for the operation of the Vessel and taking over the duties and		191
	responsibilities imposed by the ISM Code when applicable.		192
6	Insurance Policies		193
	The OwnersHead Managers shall procure, whether by instructing		194
	the Managers
	under sub-clause 3.4 or otherwise, that throughout the period of		195
	this Agreement:		196
	6.1 at the Owners’ expense, the Vessel is insured for not less		197
	than her sound market value or entered for her full gross tonnage,		198
	as the case may be for:		199
	(i)	usual hull and machinery marine risks (including crew	200
		negligence) and excess liabilities;	201
	(ii)	protection and indemnity risks (including pollution risks and	202
		Crew Insurances); and	203
	(iii)	war risks (including protection and indemnity and crew risks)	204
	in each case in accordance with the best practice of prudent owners		205
	of
	vessels of a similar type to the Vessel, with first class insurance		206
	companies, underwriters or associations (“the Owners’		207
	Insurances”);		208
	6.2 all premiums and calls and applicable deductibles and/or		209
	franchises on the Owners’ Insurances are paid
	promptly by their due date,		210
	6.3 the Owners’ Insurances name the ManagersSub-managers		211
	and, subject
	to underwriters’ agreement, any third party designated by the		212
	ManagersSub-managers as a joint assured, with full cover, with the		213
	Owners
	obtaining cover in respect of each of the insurances specified in		214
	sub-clause 6.1:		215
	(i)	on terms whereby the ManagersSub-managers and any such	216
	third party
		are liable in respect of premiums or calls arising in connection	217
		with the Owners’ Insurances; or	218
	(ii)	if reasonably obtainable, on terms such that neither the	219
		ManagersSub-managers nor any such third party shall be under	220
		any
		liability in respect of premiums or calls arising in connection	221
		with the Owners’ Insurances; or	222
	(iii)	on such other terms as may be agreed in writing.	223
	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left		224
	blank then (i) applies.		225
	6.4	written evidence is provided, to the reasonable satisfaction	226
	of the ManagersSub-managers, of their compliance with their		227
	obligations under
	Clause 6 within a reasonable time of the commencement of		228
	the Agreement, and of each renewal date and, if specifically		229
	requested, of each payment date of the Owners’ Insurances.		230
7.	Income Collected and Expenses Paid on Behalf of Owners		231
Clause 7 has been intentionally blank
	7.1 All moneys collected by the Managers under the terms of		232
	this Agreement (other than moneys payable by the Owners to		233
	the Managers) and any interest thereon shall be held to the		234
	credit of the Owners in a separate bank account.		235
	7.2 All expenses incurred by the Managers under the terms		236

	of this Agreement on behalf of the Owners (including expenses		237
	as provided in Clause 8) may be debited against the Owners		238
	in the account referred to under sub-clause 7.1 but shall in any		239
	event remain payable by the Owners to the Managers on		240
	demand.		241
8.	Management Fee		242
	8.1	The OwnersHead Managers shall pay to the ManagersSub-	243
	managers for their services
	as Managersmanagers under this Agreement an annual a daily		244
	management
	fee as stated in Box 15 which shall be payable by equal		245
	monthly instalments in advance arrears, the first instalment being		246
	payable on the commencement of this Agreement (see Clause		247
	2 and Box 4) and subsequent installments being payable every		248
	month.		249
	8.2	The daily management fee shall be subject to an annual review	250
	on the anniversary date of the Agreement and the proposed		251
	fee shall be presented in the annual budget referred to in sub-		252
	clause 9.1.		253
	8.3	The ManagersSub-managers shall, at no extra cost to the Owners	254
	Head Managers, provide
	their own office accommodation, office staff, facilities and		255
	stationery. Without limiting the generality of Clause 7 tThe		256
	OwnersHead Managers
	shall reimburse the ManagersSub-managers for postage and		257
	communication
	expenses, travelling expenses, and other out of pocket		258
	expenses properly incurred by the ManagersSub-managers in		259
	pursuance of
	the Management Services.		260
	8.4	The provisions of Section 9.4, Section 9.5 and Section 9.7 of	261
	the Group Management Agreement shall be deemed as
	incorporated herein mutatis mutandis.
	8.5	The Sub-managers have the right to demand the payment of
	any of the management fees and expenses payable under this
	Agreement either from the Parent or the Head Managers.
	Payment of any such fees or expenses or any part thereof by
	either the Parent or the Head Managers shall prevent the Sub-
	managers from making a claim on the other person for the same
	amount to the extent that the same has been already paid to the
	Sub-managers.
	In the event of the appointment of the Managers being
	terminated by the Owners or the Managers in accordance with		262
	the provisions of Clauses 17 and 18 other than by reason of		263
	default by the Managers, or if the Vessel is lost, sold or otherwise.		264
	Disposed of, the “management fee” payable to the Managers		265
	According to the provisions of sub-clause 8.1, shall continue to		266
	be payable for a further period of three calendar months as		267
	from the termination date. In addition, provided that the		268
	Managers provide Crew for the Vessel in accordance with sub-		269
	clause -3,1:		270
	(i)   the Owners shall continue to pay Crew Support Costs during		271
		the said further period of three calendar months and	272
	(ii)  the Owners shall pay an equitable proportion of any		273
		Severance Costs which may materialize, not exceeding	274
		the amount stated in Box 16.	275
	8.5 If the Owners decide to lay up the Vessel whilst this		276
	Agreement remains in force and such lay up lasts for more		277
	than three months, an appropriate reduction of the management		278
	fee for the period exceeding three months until one month		279
	before the Vessel is again put into service shall be mutually		280
	agreed between the parties.		281
	8.6 Unless otherwise agreed in writing all discounts and		282
	commissions obtained by the Managers in the course of the		283
	management of the Vessel shall be credited to the Owners.		284
9.	Budgets and Management of Funds		285
	9.1	The Head Managers and the Sub-managers are aware that	286
	the Head Managers will be preparing budgets in connection
	with, inter alia, the provision of the Management Services which
	the Head Managers will be submitting for approval to the Parent

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“SHIPMAN 98” Standard Ship Management Agreement

	in accordance with the provisions of Article X of the Group
	Management Agreement.
	9.2 The Managers Sub-managers shall present to the Ownersthe
	Head Managers annually a
	budget for the following twelve months in such form as the	287
	OwnersHead Managers require. The budget for the first year	288
	hereof is set out
	in Annex “C” hereto. Subsequent annual bBudgets shall be	289
	prepared by the ManagersSub-managers and submitted to the	290
	Ownersthe Head Managers not
	less than three months before the anniversary date of the	291
	commencement of later than 30 September of each calendar year	292
	falling during this Agreement (see Clause 2 and Box 4).
	9.32 The Head Managers The Owners shall indicate to the	293
	ManagersSub-managers their acceptance
	and approval of the annual budget within one month of	294
	presentation and in the absence of any such indication the	295
	ManagersSub-managers shall be entitled to assume that the	296
	OwnersHead Managers have
	accepted the proposed budget.	297
	9.34 Following the agreement of the budget, the Managers shall	298
	prepare and present to the Owners their estimate of the working	299
	capital requirement of the Vessel and the Managers shall each	300
	month up date this estimate. Based thereon, Without prejudice to	301
	the right of the Sub-managers to ask for funds in relation to the
	Management Services directly from the Parent in accordance
	with the relevant provisions of the Group Management
	Agreement, the ManagersSub-managers shall
	each month request the OwnersHead Managers in writing for the	302
	funds required
	to run the Vessel for the ensuing month, including the payment	303
	of any occasional or extraordinary item of expenditure, such as	304
	emergency repair costs, additional insurance premiums, bunkers	305
	or provisions. Such funds shall be received by the ManagersSub-	306
	managers
	within ten running days after the receipt by the OwnersHead	307
	Managers of the
	Managers’Sub-managers’ written request and shall be held to the	308
	credit of the
	Owners in a separate bank account in the name of the Sub-	309
	managers or, if requested by the Sub-managers, in the name of
	the Owners or the Head Managers.
	9.4 The Managers shall produce a comparison between	310
	budgeted and actual income and expenditure of the Vessel in	311
	such form as required by the Owners monthly or at such other	312
	intervals as mutually agreed.	313
	9.5 Notwithstanding anything contained herein to the contrary,	314
	the ManagersSub-managers shall in no circumstances be required	315
	to use or
	commit their own funds to finance the provision of the	316
	Management Services.	317
10.	Managers’Sub-managers’ Right to Sub-Contract	318
	Except to a Related Manager (where the Sub-manager may	319
	subcontract any of their obligations hereunder, without need of
	obtaining the Head Manager’s consent for doing so), Tthe
	ManagersSub-managers shall not have the right to sub-contract
	any of
	their obligations hereunder, including those mentioned in sub-	320
	clause 3.1, without the prior written consent of the OwnersHead	321
	Managers which
	shall not be unreasonably withheld and which shall be promptly	322
	responded to. In the event of such a sub-
	contract the ManagersSub-managers shall remain fully liable for the	323
	due
	performance of their obligations under this Agreement.	324
11.	Responsibilities	325
		326
	The parties agree that the provisions of Sections 11.1 to 11.5
	(inclusive) of the Group Management Agreement, shall apply to
	this Agreement mutatis mutandis, save that references therein
	to “any Shipmanagement Agreement or any Supervision
	Agreement” shall be omitted and references to “Parent”, “any

member of the Group”, “Manager”, “any Submanager”, “a
Vessel”, “Section”, “Management Fees”, “each
Shipmanagement Agreement”, “Group” and “Article XI” shall be
construed as references to the Head Managers, the Head
Managers, the Sub-managers, any submanager, the Vessel,
Clause, management fee, this Agreement, the Head Managers and
Clause 11, respectively, when used herein.
11.1 Force Majeure - Neither the Owners nor the Managers
shall be under any liability for any failure to perform any of their	327
obligations hereunder by reason of any cause whatsoever of	328
any nature or kind beyond their reasonable control.	329
11.2 Liability to Owners - (i) Without prejudice to sub-clause	330
11.1, the Managers shall be under no liability whatsoever to the	331
Owners for any loss, damage, delay or expense of whatsoever	332
nature, whether direct or indirect (including but not limited to	333
lose of profit arising out of or in connection with detention of or	334
delay to the Vessel) and howsoever arising in the course of	335
performance of the Management Services UNLESS same is	336
proved to have resulted solely from the negligence, gross	337
negligence or wilful default of the Managers or their employees,	338
or agents or sub-contractors employed by them in connection	339
with the Vessel, in which case (save where loss, damage, delay	340
or expense has resulted from the Managers’ personal act or	341
omission committed with the intent to cause same or recklessly	342
and with knowledge that such loss, damage, delay or expense	343
would probably result) the Managers’ liability for each incident	344
or series of incidents giving rise to a claim or claims shall never	345
Exceed a total of ten times the annual management fee payable	346
hereunder.	347
(ii) Notwithstanding anything that may appear to the contrary in	348
this Agreement, the Managers shall not be liable for any of the	349
actions of the Crew, even if such actions are negligent, grossly	350
negligent or wilful, except only to the extent that they are shown	351
to have resulted from a failure by the Managers to discharge	352
their obligations under sub-clause 3.1, in which case their liability	353
shall be limited in accordance with the terms of this Clause 11.	354
11.3 Indemnity - Except to the extent and solely for the amount	355
therein set out that the Managers would be liable under sub-	356
clause 11.2, the Owners hereby undertake to keep the Managers	357
and their employees, agents and sub-contractors indemnified	358
and to hold them harmless against all actions, proceedings,	359
claims, demands or liabilities whatsoever or howsoever arising	360
which may be brought against them or incurred or suffered by	361
them arising out of or in connection with the performance of the	362
Agreement, and against and in respect of all costs, losses,	363
damages and expenses (including legal costs and expenses on	364
a full indemnity basis) which the Managers may suffer or incur	365
(either directly or indirectly) in the course of the performance of	366
this Agreement.	367
11.4 “Himalaya” - It is hereby expressly agreed that no	368
employee or agent of the Managers (including every sub-	369
contractor from time to time employed by the Managers) shall in	370
Any circumstances whatsoever be under any liability whatsoever	371
to the Owners for any loss, damage or delay of whatsoever kind	372
arising or resulting directly or indirectly from any act, neglect or	373
default on his part while acting in the course of or in connection	374
with his employment and, without prejudice to the generality of	375
the foregoing provisions in this Clause 11, every exemption,	376
limitation, condition and liberty herein contained and every right,	377
exemption from liability, defence and immunity of whatsoever	378
nature applicable to the Managers or to which the Managers are	379
entitled hereunder shall also be available and shall extend to	380
protect every such employee or agent of the Managers acting	381
as aforesaid and for the purpose of all the foregoing provisions	382
of this Clause 11 the Managers are or shall be deemed to be	383
acting as agent or trustee on behalf of and for the benefit of all	384
persons who are or might be their servants or agents from time	385
to time (including sub-contractors as aforesaid) and all such	386
persons shall to this extent be or be deemed to be parties to this	387

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“SHIPMAN 98” Standard Ship Management Agreement

	Agreement.	388
12.	Documentation	389
	Where the ManagersSub-managers are providing Technical	390
	Management in
	accordance with sub-clause 3.2 and/or Crew Management in	391
	accordance with sub-clause 3.1, they shall make available,	392
	upon OwnersHead Managers’ request, all documentation and	393
	records related
	to the Safety Management System (SMS) and/or the Crew	394
	which the OwnersHead Managers or the Owners need in order to	395
	demonstrate compliance
	with the ISM Code, the ISPS Code and STCW 95 or to defend a	396
	claim against
	a third party.	397
13.	General Administration	398
	3.1 Subject to the provisions of Section 4.6 of the Group	399
	Management Agreement, Tthe ManagersSub-managers shall
	handle and settle all claims arising
	out of the Management Services hereunder and keep the Owners	400
	Head Managers
	informed regarding any incident of which the ManagersSub-	401
	managers become
	aware which gives or may give rise to material claims or disputes	402
	involving
	third parties.	403
	13.2 The ManagersSub-managers shall, as instructed by the	404
	OwnersHead Managers under this Agreement, bring
	or defend actions, suits or proceedings in connection with matters	405
	entrusted to the ManagersSub-managers according to this	406
	Agreement.
	13.3 The ManagersSub-managers shall also have power to obtain	407
	legal or
	technical or other outside expert advice in relation to the handling	408
	and settlement of claims and disputes or all other matters	409
	affecting the interests of the Owners or the Head Managers in	410
	respect of the Vessel.
	13.4 The OwnersHead Managers shall procure that the Owners	411
	arrange for the provision of any
	necessary guarantee bond or other security.	412
	13.5 Any costs reasonably incurred by the ManagersSub-managers	413
	in
	carrying out their obligations according to Clause 13 shall be	414
	reimbursed by the OwnersHead Managers.	415
14.	Auditing	416
	The ManagersSub-managers shall at all times maintain and keep	417
	true and
	correct accounts and shall make the same available for inspection	418
	and auditing by the OwnersHead Managers at such times as may	419
	be mutually
	agreed. On the termination, for whatever reasons, of this	420
	Agreement, the ManagersSub-managers shall release to the	421
	OwnersHead Managers, if so
	requested, the originals where possible, or otherwise certified	422
	copies, of all such accounts and all documents specifically relating	423
	to the Vessel and her operation. For the avoidance of any doubt,	424
	this Clause is in addition to and not in substitution of the
	relevant provisions of the Group Management Agreement.
15.	Inspection of Vessel	425
	The OwnersHead Managers shall have the right at any time after	426
	giving
	reasonable notice to the ManagersSub-managers to inspect the	427
	Vessel for any
	reason they consider necessary.	428
16.	Compliance with Laws and Regulations	429
	The ManagersSub-managers will not do or permit to be done	430
	anything which
	might cause any breach or infringement of the laws and	431

	regulations of the Vessel’s flag, or of the places where she trades.				432
17.	Duration of the Agreement				433
	This Agreement shall come into effect on the day and year stated				434
	in Box 4 and shall continue until the earlier of (i) the date the				435
	Group Management Agreement is terminated in accordance
	with the provisions of Article XIII thereof and (ii) the Head
	Management Agreement is terminated in accordance with its
	terms, unless this Agreement is terminated earlier in
	accordance with the provision of Clause 18 hereofthe date stated
	in Box 17.
	Thereafter it shall continue until terminated by either party giving				436
	to the other notice in writing, in which event the Agreement shall				437
	terminate upon the expiration of a period of two months from the				438
	date upon which such notice was given.				439
18.	Termination				440
	18.1 Owners’Head Managers’ default				441
	(i)	The ManagersSub-managers shall be entitled to terminate the			442
		Agreement
		with immediate effect by notice in writing if any moneys			443
		payable by the OwnersHead Managers under this Agreement			444
		and/or the
		owners of any associated vessel, details of which are listed			445
		in Annex “D”, shall not have been received in the Managers’Sub-			446
		managers’
		nominated account within ten20 running Business dDays of			447
		receipt by
		the OwnersHead Managers of the ManagersSub-managers			448
		written request or if the Vessel
		is repossessed by the Mortgagees.			449
	(ii)	If the Owner Head sManagers:			450
			(a)	fail to meet their obligations under sub-clauses 5.2	451
				and 5.3 of this Agreement for any reason within their	452
				control, or	453
			(b)	proceed with the employment of or continue to employ	454
				the Vessel in the carriage of contraband, blockade	455
				running, or in an unlawful trade, or on a voyage which	456
				in the reasonable opinion of the ManagersSub-managers is	457
				unduly
				hazardous or improper,	458
		the ManagersSub-managers may give notice of the default to			459
		the OwnersHead Managers,
		requiring them to remedy it as soon as practically possible.			460
		In the event that the Owners Managers fail to remedy it within a			461
		reasonable time 20 Business Days of receipt by the Head			462
		Managers of the Sub-managers’ written request to the
		satisfaction of the ManagersSub-managers, the
		ManagersSub-managers shall be entitled to terminate the			463
		Agreement
		with immediate effect by notice in writing.			464
	18.2 Managers’Sub-managers’ Default				465
	If the ManagersSub-managers fail to meet their obligations under				466
	Clauses 3
	and 4 of this Agreement for any reason within the control of the				467
	ManagersSub-managers, the OwnersHead Managers may give				468
	notice to the ManagersSub-managers of the
	default, requiring them to remedy it within 20 Business Daysas				469
	soon as practically
	possible. In the event that the ManagersSub-managers fail to				470
	remedy it within a
	reasonable timesuch period to the satisfaction of the OwnersHead				471
	Managers, the OwnersManagers
	shall be entitled to terminate the Agreement with immediate effect				472
	by notice in writing.				473
	18.3 Extraordinary Termination				474
	This Agreement shall be deemed to be terminated in the case of				475
	the sale of the Vessel or if the Vessel becomes a total loss or is				476
	declared as a constructive or compromised or arranged total				477
	loss or is requisitioned.				478
	18.4 For the purpose of sub-clause 18.3 hereof				479
	(i)	the date upon which the Vessel is to be treated as having			480

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“SHIPMAN 98” Standard Ship Management Agreement

		been sold or otherwise disposed of shall be the date on	481
		which the Owners cease to be registered as Owners of	482
		the Vessel;	483
	(ii)	the Vessel shall not be deemed to be lost unless either	484
		she has become an actual total loss or agreement has	485
		been reached with her underwriters in respect of her	486
		constructive, compromised or arranged total loss or if such	487
		agreement with her underwriters is not reached it is	488
		adjudged by a competent tribunal that a constructive loss	489
		of the Vessel has occurred.	490
	18.5 The parties agree that the provisions of Sections 13.4(a) to		491
	13.4(d) (inclusive) of the Group Management Agreement, shall
	apply to this Agreement mutatis mutandis. This Agreement shall
	terminate forthwith in the event of
	an order being made or resolution passed for the winding up,		492
	dissolution, liquidation or bankruptcy of either party (otherwise		493
	than for the purpose of reconstruction or amalgamation) or if a		494
	receiver is appointed, or if it suspends payment, ceases to carry		495
	on business or makes any special arrangement or composition		496
	with its creditors.		497
	18.6 The termination of this Agreement shall be without		498
	prejudice to all rights accrued due between the parties prior to		499
	the date of termination.		500
19.	Law and Arbitration		501
	19.1 This Agreement and any non-contractual obligations		502
	connected with it shall be governed by and construed in
	accordance with English law. All disputes arising out of this		503
	Agreement and/or any non-contractual obligations connected
	with it shall be arbitrated in London in the following manner.
	One arbitrator is to be appointed by each of the parties hereto
	and a third by the two so chosen. Their decision or that of any
	two of them shall be final. The arbitrators shall be commercial
	persons, conversant with shipping matters. Such arbitration is
	to be conducted in accordance with the London Maritime
	Arbitration Association (LMAA) Terms current at the time when
	the arbitration proceedings are commenced and in accordance
	with the Arbitration Act 1996 or any statutory modification or re-
	enactment thereof. In the event that a party hereto shall state a
	dispute and designate an arbitrator in writing, the other party
	shall have 20 Business Days to designate its own arbitrator. If
	such other party fails to designate its own arbitrator within such
	period, the arbitrator appointed by the first party can render an
	award hereunder. Until such time as the arbitrators finally close
	the hearings, either party shall have the right by written notice
	served on the arbitrators and on the other party to specify
	further disputes or differences under this Agreement for hearing
	and determination. The arbitrators may grant any relief, and
	render an award, which they or a majority of them deem just and
	equitable and within the scope of this Agreement, including but
	not limited to the posting of security. Awards pursuant to this
	Clause 19.1 may include costs and judgments may be entered
	upon any award made herein in any court having jurisdiction.
	and any dispute arising out of or
	in connection with this Agreement chall be referred to arbitration		504
	in London in accordance with the Arbitration Act 1996- or		505
	any statutory modification or re-enactment thereof save to		506
	the extent necessary to give effect to the provisions of this		507
	Clause.		508
	The arbitration shall be conducted in accordance with the		509
	London Maritime Arbitrators Association (LMAA) Terms		510
	current at the time when the arbitration proceedings are		511
	commenced.		512
	The reference shall be to three arbitrators. A party wishing		513
	to refer a dispute to arbitration shall appoint its arbitrator		514
	and send notice of such appointment in writing to the other		515
	party requiring the other party to appoint its own arbitrator		516
	within 14 calendar days of that notice and stating that it will		517

	appoint its arbitrator as solo arbitrator unless the other party	518
	appoints its own arbitrator and gives notice that it has done	519
	so within the 14 days specified. If the other party does not	520
	appoint its own arbitrator and give notice that it has done so	521
	within the 14 days specified, the party referring a dispute to	522
	arbitration may, without the requirement of any further prior	523
	notice to the other party, appoint its arbitrator as sole	524
	arbitrator and shall advice the other party accordingly. The	525
	award of a sole arbitrator shall be binding on both parties	526
	as if he had been appointed by agreement.	527
	Nothing herein shall prevent the parties agreeing in writing	528
	to vary these provisions to provide for the appointment of a	529
	sole arbitrator.	530
	In cases where neither the claim nor any counterclaim	531
	exceeds the sum of USD50,000 (or such other sum as the	532
	parties may agree) the arbitration shall be conducted in	533
	accordance with the LMAA Small Claims Procedure current	534
	at the time when the arbitration proceedings are commenced.	535
	19.2 This Agreement shall be governed by and construed	536
	in accordance with Title 9 of the United States Code and	537
	the Maritime Law of the United States and any dispute	538
	arising out of or in connection with this Agreement shall be	539
	referred to three persons at New York, one to be appointed	540
	by each of the parties hereto, and the third by the two so	541
	chosen; their decision or that of any two of them shall be	542
	final, and for the purposes of enforcing any award,	543
	judgement may be entered on an award by any court of	544
	competent jurisdiction. The proceedings shall be conducted	545
	in accordance with the rules of the Society of Maritime	546
	Arbitrators, Inc.	547
	In cases where neither the claim nor any counterclaim	548
	exceeds the sum of USD50,000 (or such other cum as the	549
	parties may agree) the arbitration shall be conducted in	550
	accordance with the Shortened Arbitration Procedure of the	551
	Society of Maritime Arbitrators, Inc. current at the time when	552
	the arbitration proceedings are commenced.	553
	19.3 This Agreement shall be governed by and construed	554
	in accordance with the laws of the place mutually agreed by	555
	the parties and any dispute arising out of or in connection	556
	with this Agreement shall be referred to arbitration at a	557
	mutually agreed place, subject to the procedures applicable	558
	there.	559
	19.4 If Box 18 in Part I is not appropriately filled in, sub-	560
	clause 19.1 of this Clause shall apply.	561
	Note: 19.1, 19.2 and 19.3 are alternatives; indicate	562
	alternative agreed in Box 18.	563
20.	Notices	564
	20.1 Any notice to be given by either party to the other	565
	party shall be in writing and may be sent by fax, telex,	566
	registered or recorded mail or by personal service.	567
	20.2 The address of the Parties for service of such	568
	communication shall be as stated in Boxes 19 and 20,	569
	respectively.	570
21.	Co-operation
	The Head Managers shall cooperate and join their resources
	with the Sub-managers in order for the Sub-managers to obtain
	favourable prices for major supplies for the Vessel, e.g.
	lubricants.

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.