Date 17 May 2006


                   MATRIX GAS TRADING LTD., VCM TRADING LTD.,
                        GENEVE BUTANE INC., LPGONE LTD.,
                 SEMICHLAUS EXPORTS LTD., VENTSPILS GASES LTD.,
                    PACIFIC GASES LTD., ARACRUZ TRADING LTD.,
             INDUSTRIAL MATERIALS INC., ENERGETIC PENINSULA LIMITED,
            OXFORDGAS LIMITED, OCEAN BLUE LIMITED AND STEALTHGAS INC.
                         as joint and several borrowers


                                     - and -


                              FORTIS BANK N.V./S.A.
                                    as Lender


--------------------------------------------------------------------------------
                                 LOAN AGREEMENT
--------------------------------------------------------------------------------


            relating to a US$79,850,000 facility to (a) refinance the
             existing indebtedness secured on the LPG carriers "GAS
                   AMAZON", "GAS ARCTIC", "GAS ICE", "BIRGIT
                    KOSAN", "GAS EMPEROR", "GAS COURCHEVEL",
                     "GAS SHANGHAI", "GAS PROPHET" and "GAS
           TINY" and (b) finance part of the acquisition costs of the
                 LPG carriers "LYNE", " SIR IVOR" and "GAS HOPE
                            M." (tbr "GAS NEMESIS")


                            WATSON, FARLEY & WILLIAMS
                                     PIRAEUS




                                      INDEX

CLAUSE                                                                    PAGE

1     INTERPRETATION                                                           1

2     FACILITY                                                                20

3     DRAWDOWN                                                                20

4     INTEREST                                                                21

5     INTEREST PERIODS                                                        22

6     DEFAULT INTEREST                                                        23

7     REPAYMENT AND PREPAYMENT                                                24

8     CONDITIONS PRECEDENT                                                    25

9     REPRESENTATIONS AND WARRANTIES                                          26

10    GENERAL UNDERTAKINGS                                                    28

11    CORPORATE UNDERTAKINGS                                                  31

12    INSURANCE                                                               32

13    SHIP COVENANTS                                                          36

14    SECURITY COVER                                                          40

15    PAYMENTS AND CALCULATIONS                                               41

16    APPLICATION OF RECEIPTS                                                 42

17    APPLICATION OF EARNINGS                                                 42

18    EVENTS OF DEFAULT                                                       44

19    FEES AND EXPENSES                                                       48

20    INDEMNITIES                                                             48

21    NO SET-OFF OR TAX DEDUCTION                                             50

22    ILLEGALITY, ETC                                                         51

23    INCREASED COSTS                                                         51

24    SET-OFF                                                                 52




25    TRANSFERS AND CHANGES IN LENDING OFFICE                                 53

26    VARIATIONS AND WAIVERS                                                  54

27    NOTICES                                                                 54

28    JOINT AND SEVERAL LIABILITY                                             56

29    SUPPLEMENTAL                                                            56

30    LAW AND JURISDICTION                                                    57

SCHEDULE 1 DRAWDOWN NOTICE                                                    58

SCHEDULE 2 DETAILS OF BORROWERS                                               59

SCHEDULE 3 DETAILS OF SHIPS                                                   62

SCHEDULE 4 CONDITION PRECEDENT DOCUMENTS                                      64

EXECUTION PAGE                                                                69




THIS AGREEMENT is made on 17 May 2006

BETWEEN

(1)      MATRIX GAS TRADING LTD., VCM TRADING LTD., GENEVE BUTANE INC., LPGONE
         LTD., SEMICHLAUS EXPORTS LTD., VENTSPILS GASES LTD., PACIFIC GASES
         LTD., ARACRUZ TRADING LTD., INDUSTRIAL MATERIALS INC., ENERGETIC
         PENINSULA LIMITED, OXFORDGAS LIMITED, OCEAN BLUE LIMITED and STEALTHGAS
         INC. as joint and several borrowers; and

(2)      FORTIS BANK N.V./S.A., acting through its branch at 166 Syngrou Avenue,
         176 71 Athens, Greece as "LENDER".

BACKGROUND

(A)      The Lender has agreed to make available to the Borrowers a loan
         facility of up to US$79,850,000 in 4 Advances as follows:

         (i)      as to an amount of US$46,349,250, to refinance the existing
                  indebtedness secured on the Existing Ships;

         (ii)     as to an amount of up to US$15,700,000, to finance 100 per
                  cent. of the purchase price of the 2003-built LPG Carrier of
                  5,000 cubic metres currently named "SIR IVOR";

         (iii)    as to an amount of up to US$11,000,000, to finance 100 per
                  cent. of the purchase price of the 1996-built LPG Carrier of
                  5,000 cubic metres currently named "LYNE"; and

         (iv)     as to the amount of up to US$6,800,750, to finance 64.77 per
                  cent. of the purchase price of the 1995-built LPG Carrier of
                  5,000 cubic metres currently named "GAS HOPE M" (tbr "GAS
                  NEMESIS").

(B)      The Borrowers may, if they wish, from time to time hedge their exposure
         under this Agreement to interest rate fluctuations by entering into
         interest rate swap transactions with the Lender.

IT IS AGREED as follows:

1        INTERPRETATION

1.1      DEFINITIONS. Subject to Clause 1.5, in this Agreement:

         "ACCOUNTING INFORMATION" means the annual audited consolidated accounts
         to be provided by the Borrowers to the Lender in accordance with Clause
         10.6;

         "ACCOUNTS PLEDGE" means a deed creating security in respect of the
         Earnings Account and the Retention Account, to be in favour of the
         Lender, in such form as the Lender may approve or require;

         "ADVANCE" means the principal amount of each borrowing by the Borrowers
         under this Agreement;




         "APPROVED MANAGER" means, in relation to a Ship, Stealth, being the
         commercial manager of the Ship and any of (a) Stealth, (b) V Ships
         Cyprus whose principal office is at V. Ships House, 13 Omonia Avenue,
         3312 Limassol, Cyprus, (c) TESMA Denmark A/S. whose principal office is
         at Camillo Eitzen House, Smakkedalen 8, DK 2820, Gentofte, Denmark, (d)
         TESMA Singapore Pte Ltd whose principal office is at 30 Old Toh Tuck
         Road, #05-04 Sembawang Kimtrans Logistics Centre, Singapore 597654,
         Singapore, (e) Swan Shipping Corp. whose principal office is at 3F S&L
         Building, 1500 Roxas Boulevard, Ermita, Manila or (f) Hanseatic
         Shipping Company Limited whose principal office is at Hanseatic House,
         111, Spyrou Araouzou Street, Limassol 3601, Cyprus, being the technical
         manager of the Ship or any other company which the Lender may approve
         from time to time as the commercial and/or technical manager of the
         Ship;

         "ARACRUZ" means Aracruz Trading Ltd. a corporation incorporated and
         existing under the laws of the Marshall Islands and having its
         registered office at Trust Company Complex, Ajeltake Road, Ajeltake
         Island, Majuro, Marshall Islands, MH96960;

         "ASSET COVER RATIO" means at any time, the ratio of:

         (a)      the aggregate of:

                  (i)      the aggregate Market Values of the Ships then subject
                           to a Mortgage; and

                  (ii)     the net realisable value of any additional security
                           previously provided under Clause 14 of this
                           Agreement; to

         (b)      the Loan;

         "AVAILABILITY PERIOD" means the period commencing on the date of this
         Agreement and ending on:

         (a)      30 June 2006 (or such later date as the Lender may agree with
                  the Borrowers, such agreement not to be unreasonably withheld
                  by the Lender); or

         (b)      if earlier, the date on which the Commitment is fully
                  borrowed, cancelled or terminated;

         "BAREBOAT CHARTER" means, each of the Birgit Kosan Bareboat Charter,
         the Gas Ice Bareboat Charter, the Gas Arctic Bareboat Charter, the Sir
         Ivor Bareboat Charter and the Lyne Bareboat Charter and in the plural
         means all of them;

         "BAREBOAT CHARTERER" means, in the relation to:

         (a)      "BIRGIT KOSAN", Unigas Kosan;

         (b)      each of "GAS ICE" and "GAS ARCTIC", Finaval; and

         (c)      each of "LYNE" and "SIR IVOR", Petredec,

         and in the plural means both of them;

         "BIRGIT KOSAN BAREBOAT CHARTER" means the bareboat charterparty in
         relation to "BIRGIT KOSAN" dated 4 January 2005 and entered into
         between Industrial as owner and Unigas Kosan as bareboat charterer;


                                        2



         "BIRGIT KOSAN BAREBOAT CHARTER ASSIGNMENT" means a specific assignment
         of the rights of Industrial under the Birgit Kosan Bareboat Charter and
         the Birgit Kosan Charterer's Insurance Assignment, to be executed by
         Industrial in favour of the Lender in such form as the Lender may
         approve or require;

         "BIRGIT KOSAN CHARTERER'S INSURANCE ASSIGNMENT" means a deed of
         assignment made or to be made by Unigas Kosan (in its capacity as
         bareboat charterer of "BIRGIT KOSAN"), in favour of Industrial in the
         agreed form;

         "BIRGIT KOSAN BAREBOAT CHARTER PERIOD" means the period during which
         "BIRGIT KOSAN" is operating under the Birgit Kosan Bareboat Charter;

         "BORROWERS" means, together, Matrix, VCM, Geneve, Lpgone, Semichalaus,
         Ventsplis, Pacific, Aracruz, Industrial, Energetic, Oxfordgas, Ocean
         and Stealthgas, and in the singular means any of them;

         "BUSINESS DAY" means a day on which banks are open in London, Athens,
         Rotterdam and, in respect of a day on which a payment is required to be
         made under a Finance Document, also in New York City;

         "BUYERS" means, together, Oxfordgas, Energetic and Ocean in their
         capacity as the buyers of "LYNE", "SIR IVOR" and "GAS NEMESIS"
         respectively pursuant to the MOAs, and in the singular means any of
         them;

         "CHARTER" means, in relation to a Ship, any time charter or other
         contract for its employment (other than the Bareboat Charter relative
         to that Ship) for a term of at least 12 months, or capable of exceeding
         12 months, whether or not already in existence at the date of this
         Agreement, to be performed at any time during the Security Period;

         "CHARTER ASSIGNMENT" means in relation to a Ship, a specific assignment
         of the rights of the relevant Shipowner under any future Charter
         pursuant to Clause 13.15 and any guarantee of such Charter, to be
         executed by that Shipowner in favour of the Lender in such form as the
         Lender may approve or require;

         "COMMITMENT" means $79,850,000, as that amount may be reduced,
         cancelled or terminated in accordance with this Agreement;

         "CONFIRMATION" and "EARLY TERMINATION DATE", in relation to any
         continuing Transaction, have the meanings given in the Master
         Agreement;

         "CONTRACTUAL CURRENCY" has the meaning given in Clause 20.4;

         "DEBT TO VALUE RATIO" means, at any relevant time, the ratio of the
         Loan to the aggregate Market Value of the Ships subject to a Mortgage
         at that time;

         "DEED OF COVENANT" means, in relation to each of "GAS EMPEROR", "GAS
         ICE", "GAS ARCTIC" and "SIR IVOR", a deed of covenant collateral to the
         Mortgage relating to that Ship executed or to be executed by the
         relevant Shipowner in favour of the Lender in such form as the Lender
         may approve or require and, in the plural, means all of them;

         "DELIVERY DATE" means, in relation to a Ship, the date on which that
         Ship is delivered to the relevant Buyer pursuant to the MOA relative to
         that Ship;

         "DOLLARS" and "$" means the lawful currency for the time being of the
         United States of America;


                                        3



         "DRAWDOWN DATE" means, in relation to an Advance, the date requested by
         the Borrowers for the Advance to be made, or (as the context requires)
         the date on which the Advance is actually made;

         "DRAWDOWN NOTICE" means a notice in the form set out in Schedule 1 (or
         in any other form which the Lender approves or reasonably requires);

         "EARNINGS" means, in relation to a Ship, all moneys whatsoever which
         are now, or later become, payable (actually or contingently) to the
         Shipowner owning the Ship and which arise out of the use or operation
         of the Ship, including (but not limited to):

         (a)      all freight, hire and passage moneys, compensation payable to
                  the Shipowner owning the Ship in the event of requisition of
                  the Ship for hire, remuneration for salvage and towage
                  services, demurrage and detention moneys and damages for
                  breach (or payments for variation or termination) of any
                  charterparty or other contract for the employment of the Ship;

         (b)      all moneys which are at any time payable under Insurances in
                  respect of loss of earnings; and

         (c)      if and whenever the Ship is employed on terms whereby any
                  moneys falling within paragraphs (a) or (b) are pooled or
                  shared with any other person, that proportion of the net
                  receipts of the relevant pooling or sharing arrangement which
                  is attributable to the Ship;

         "EARNINGS ACCOUNT" means an account in the joint names of the Borrowers
         with the Lender in Athens designated "Matrix Gas Trading Ltd. c.s. -
         Earnings Account" and having account number 1000120205, or any other
         account (with that or another office of the Lender) which is designated
         by the Lender as the Earnings Account for the purposes of this
         Agreement;

         "EBITDA" means, in respect of the relevant period, the aggregate amount
         of consolidated or combined pre-tax profits of the Group before
         extraordinary or exceptional items, depreciation, interest, repayment
         of principal in respect of any loan, rentals under finance leases and
         similar charges payable;

         "ENERGETIC" means Energetic Peninsula Limited, a company incorporated
         under the laws of Hong Kong having its registered office at 16th-19th
         Floors, Prince's Building, 10 Chater Road, Central, Hong Kong;

         "ENVIRONMENTAL CLAIM" means:

         (a)      any claim by any governmental, judicial or regulatory
                  authority which arises out of an Environmental Incident or an
                  alleged Environmental Incident or which relates to any
                  Environmental Law; or

         (b)      any claim by any other person which relates to an
                  Environmental Incident or to an alleged Environmental
                  Incident,

         and "CLAIM" means a claim for damages, compensation, fines, penalties
         or any other payment of any kind, whether or not similar to the
         foregoing; an order or direction to take, or not to take, certain
         action or to desist from or suspend certain action; and any form of
         enforcement or regulatory action, including the arrest or attachment of
         any asset;

         "ENVIRONMENTAL INCIDENT" means:


                                        4



         (a)      any release of Environmentally Sensitive Material from a Ship;
                  or

         (b)      any incident in which Environmentally Sensitive Material is
                  released from a vessel other than a Ship and which involves a
                  collision between a Ship and such other vessel or some other
                  incident of navigation or operation, in either case, in
                  connection with which a Ship is actually or potentially liable
                  to be arrested, attached, detained or injuncted and/or a Ship
                  and/or any vessel and/or any operator or manager of the Ship
                  is at fault or allegedly at fault or otherwise liable to any
                  legal or administrative action; or

         (c)      any other incident in which Environmentally Sensitive Material
                  is released otherwise than from a Ship and in connection with
                  which a Ship is actually or potentially liable to be arrested
                  and/or where any vessel and/or any operator or manager of a
                  Ship is at fault or allegedly at fault or otherwise liable to
                  any legal or administrative action;

         "ENVIRONMENTAL LAW" means any law relating to pollution or protection
         of the environment, to the carriage of Environmentally Sensitive
         Material or to actual or threatened releases of Environmentally
         Sensitive Material;

         "ENVIRONMENTALLY SENSITIVE MATERIAL" means oil, oil products and any
         other substance (including any chemical, gas or other hazardous or
         noxious substance) which is (or is capable of being or becoming)
         polluting, toxic or hazardous;

         "EVENT OF DEFAULT" means any of the events or circumstances described
         in Clause 18.1;

         "EXCESS CASH FLOW" means, in relation to each financial year of the
         Holding Company, an amount equal to the actual aggregate gross
         operating revenues of all the Ships during that financial year (or
         budgeted gross operating revenue in the case of the final month of that
         financial year) less the aggregate of:

         (a)      the amount of principal and interest payable during that
                  financial year in accordance with the terms of this Agreement;
                  and

         (b)      actual gross operating expenses of all the Ships during that
                  financial year (or budgeted gross operating expenses in the
                  case of the final month of that financial year) including (for
                  the avoidance of doubt) expenditure necessarily incurred in
                  that financial year by the Shipowners in operating, insuring,
                  maintaining, repairing and generally trading the Ships (but
                  excluding any exceptional and extraordinary expenses);

         "EXISTING INDEBTEDNESS" means, at any relevant time, the aggregate
         Financial Indebtedness of the Borrowers under the Existing Loan
         Agreement;

         "EXISTING LOAN AGREEMENT" means the loan agreement dated 16 March 2005
         made between (inter alia) the Existing Shipowners as joint and several
         borrowers and (ii) Fortis Bank (Nederland) N.V. as lender in respect of
         a loan facility of (originally) $54,000,000 (of which an amount of
         $46,349,250 is outstanding by way of principal on the date of this
         Agreement);

         "EXISTING SHIPS" means, together:


                                        5



         (a)      the 1995-built LPG Carrier of 5,013 cubic metres registered
                  under Cypriot flag in the ownership of Pacific with the name
                  "GAS EMPEROR" ("GAS EMPEROR");

         (b)      the 1991-built LPG Carrier of 3,436 cubic metres registered
                  under Maltese flag in the ownership of Semichlaus with the
                  name "GAS ICE" and parallel registered in the name of Finaval
                  at the Italian bareboat charter registry at the port of
                  Palermo ("GAS ICE");

         (c)      the 1992-built LPG Carrier of 3,436 cubic metres registered
                  under Maltese flag in the ownership of Ventspils with the name
                  "GAS ARCTIC" and parallel registered in the name of Finaval at
                  the Italian bareboat charter registry at the port of Palermo
                  ("GAS ARCTIC");

         (c)      the 1994-built LPG Carrier of 5,012 cubic metres registered
                  under Maltese flag in the ownership of Industrial with the
                  name "BIRGIT KOSAN" ("BIRGIT KOSAN");

         (d)      the 1991-built LPG Carrier of 4,109 cubic metres registered
                  under Marshall Islands flag in the ownership of Geneve with
                  the name "GAS COURCHEVEL" ("GAS COURCHEVEL");

         (e)      the 1999-built LPG Carrier of 3,526 cubic metres registered
                  under Marshall Islands flag in the ownership of Matrix with
                  the name "GAS SHANGHAI" ("GAS SHANGHAI");

         (f)      the 1996-built LPG Carrier of 3,556 cubic metres registered
                  under Marshall Islands flag in the ownership of VCM with the
                  name "GAS PROPHET" ("GAS PROPHET");

         (g)      the 1991-built LPG Carrier of 1,320 cubic metres registered
                  under Marshall Islands flag in the ownership of Lpgone with
                  the name "GAS TINY" ("GAS TINY");

         (h)      the 1992-built LPG Carrier of 6,562 cubic metres registered
                  under Marshall Islands flag in the ownership of Aracruz with
                  the name "GAS AMAZON" ("GAS AMAZON"),

         and, in the singular, means any of them;

         "EXISTING SHIPOWNERS" means, together, Matrix, VCM, Geneve, Lpgone,
         Semichlaus, Ventspils, Pacific, Aracruz and Industrial, each in its
         capacity as the registered owner of an Existing Ship, and in the
         singular means any of them;

         "FINANCE DOCUMENTS" means:

         (a)      this Agreement;

         (b)      the Master Agreement;

         (c)      the Mortgages;

         (d)      the Deeds of Covenant;

         (e)      the General Assignments;

         (f)      the Master Agreement Assignment;


                                        6



         (g)      the Accounts Pledge;

         (h)      the Tripartite Agreements;

         (i)      the Birgit Kosan Bareboat Charter Assignment;

         (j)      the Gas Nemesis Charter Assignment;

         (k)      any Charter Assignment; and

         (l)      any other document (whether creating a Security Interest or
                  not) which is executed at any time by any Borrower or any
                  other person as security for, or to establish any form of
                  subordination or priorities arrangement in relation to, any
                  amount payable to the Lender under this Agreement or any of
                  the other documents referred to in this definition;

         "FINANCIAL INDEBTEDNESS" means, in relation to a person (the "DEBTOR"),
         a liability of the debtor:

         (a)      for principal, interest or any other sum payable in respect of
                  any moneys borrowed or raised by the debtor;

         (b)      under any loan stock, bond, note or other security issued by
                  the debtor;

         (c)      under any acceptance credit, guarantee or letter of credit
                  facility made available to the debtor;

         (d)      under a financial lease, a deferred purchase consideration
                  arrangement or any other agreement having the commercial
                  effect of a borrowing or raising of money by the debtor;

         (e)      under any foreign exchange transaction any interest or
                  currency swap or any other kind of derivative transaction
                  entered into by the debtor or, if the agreement under which
                  any such transaction is entered into requires netting of
                  mutual liabilities, the liability of the debtor for the net
                  amount; or

         (f)      under a guarantee, indemnity or similar obligation entered
                  into by the debtor in respect of a liability of another person
                  which would fall within (a) to (e) if the references to the
                  debtor referred to the other person;

         "FINAVAL" means Finaval S.P.A., a company incorporated under the laws
         of Italy and having its registered office at Via Maurizio Bufalini 8,
         00161 Rome, Italy;

         "GAS ARCTIC BAREBOAT CHARTER" means the bareboat charterparty dated 23
         February 2005 and entered into between Ventspils as owner and Finaval
         as charterer in relation to "GAS ARCTIC", in such form as the Lender
         may approve or require;

         "GAS ARCTIC BAREBOAT CHARTER PERIOD" means the period during which "GAS
         ARCTIC" is operating under the Gas Arctic Bareboat Charter;

         "GAS ARCTIC TRIPARTITE AGREEMENT" means an agreement dealing with
         (inter alia) the operation of "GAS ARCTIC" during the Gas Arctic
         Bareboat Charter Period, made or to be made between (i) Ventspils, (ii)
         Finaval and (iii) the Lender, in such form as the Lender may approve or
         require;


                                        7



         "GAS ICE BAREBOAT CHARTER" means the bareboat charterparty in relation
         to "GAS ICE" dated 23 February 2005 and entered into between Semichlaus
         as owner and Finaval as bareboat charterer;

         "GAS ICE BAREBOAT CHARTER PERIOD" means the period during which "GAS
         ICE" is operating under the Gas Ice Bareboat Charter;

         "GAS ICE TRIPARTITE AGREEMENT" means an agreement dealing with (inter
         alia) the operation of "GAS ICE" during the Gas Ice Bareboat Charter
         Period, made or to be made between (i) Semichlaus, (ii) Finaval and
         (iii) the Lender, in such form as the Lender may approve or require;

         "GAS NEMESIS" means the 1995-built LPG Carrier of 5,000 cubic metres
         currently registered under Panamanian flag in the ownership of the
         Seller thereof with the name "GAS HOPE M" which is to be acquired by
         Ocean pursuant to the Gas Nemesis MOA and registered in its ownership
         under Panamanian flag with the name "GAS NEMESIS";

         "GAS NEMESIS CHARTER ASSIGNMENT" means, in relation to the Gas Nemesis
         Time Charterparty, a specific assignment of the rights of Ocean under
         the Gas Nemesis Time Charterparty, to be executed by Ocean in favour of
         the Lender in such form as the Lender may approve or require;

         "GAS NEMESIS CHARTERER" means Shell Gas Trading (Asia Pacific) Inc., a
         company incorporated in Manila, Philippines whose registered office is
         at Shell House, 156 Valero Street, Salcedo Village, Makati Sity,
         Philippines;

         "GAS NEMESIS MOA" means a memorandum of agreement in relation to "GAS
         NEMESIS" dated 9 May 2006 made between Ocean and the Seller thereof;

         "GAS NEMESIS TIME CHARTERPARTY" means the time charterparty in relation
         to "GAS NEMESIS" dated 11 July 2001 and made between (i) Pacific Pearl
         Shipping Inc. of Monrovia, Liberia (the "DISPONENT OWNER") and the Gas
         Nemesis Charterer as the same has been novated by the Disponent Owner
         to Ocean by a novation agreement dated 9 May 2006 made between the
         Disponent Owner, the Gas Nemesis Charterer and Ocean;

         "GENERAL ASSIGNMENT" means, in relation to each Ship, a general
         assignment of the Earnings, the Insurances and any Requisition
         Compensation of that Ship, in such form as the Lender may approve or
         require, and in the plural means all of them;

         "GENEVE" means Geneve Butane Inc., a corporation incorporated and
         existing under the laws of the Marshall Islands and having its
         registered office at Trust Company Complex, Ajeltake Road, Ajeltake
         Island, Majuro, Marshall Islands, MH96960;

         "GROUP" means the Holding Company and its subsidiaries (whether direct
         or indirect and including, but not limited to, the Borrowers) from time
         to time during the Security Period and "MEMBER OF THE GROUP" shall be
         construed accordingly;

         "HOLDING COMPANY" means Stealthgas in its capacity as ultimate
         beneficial owner of each of the other Borrowers;

         "INDUSTRIAL" means Industrial Materials Inc., a corporation
         incorporated and existing under the laws of the Marshall Islands and
         having its registered office at Trust Company Complex, Ajeltake Road,
         Ajeltake Island, Majuro, Marshall Islands, MH96960;

         "INSURANCES" means, in relation to a Ship:


                                        8



         (a)      all policies and contracts of insurance, including entries of
                  the Ship in any protection and indemnity or war risks
                  association, which are effected in respect of the Ship, her
                  Earnings or otherwise in relation to her; and

         (b)      all rights and other assets relating to, or derived from, any
                  of the foregoing, including any rights to a return of a
                  premium;

         "INTEREST EXPENSES" means, in respect of the relevant period, the
         aggregate of all interest payable by any member of the Group on any
         Financial Indebtedness (excluding any amounts owing by one member of
         the Group to another member of the Group) and any net amounts payable
         under interest rate hedge agreements;

         "INTEREST PERIOD" means a period determined in accordance with Clause
         5;

         "ISM CODE" means, in relation to its application to each Borrower, its
         Ship and its operation:

         (a)      'The International Management Code for the Safe Operation of
                  Ships and for Pollution Prevention', currently known or
                  referred to as the `ISM Code', adopted by the Assembly of the
                  International Maritime Organisation by Resolution A.741(18) on
                  4 November 1993 and incorporated on 19 May 1994 into chapter
                  IX of the International Convention for the Safety of Life at
                  Sea 1974 (SOLAS 1974); and

         (b)      all further resolutions, circulars, codes, guidelines,
                  regulations and recommendations which are now or in the future
                  issued by or on behalf of the International Maritime
                  Organisation or any other entity with responsibility for
                  implementing the ISM Code, including without limitation, the
                  `Guidelines on implementation or administering of the
                  International Safety Management (ISM) Code by Administrations'
                  produced by the International Maritime Organisations pursuant
                  to Resolution A.788(19) adopted on 25 November 1995,

         as the same may be amended, supplemented or replaced from time to time;

         "ISM CODE DOCUMENTATION" includes:

         (a)      the document of compliance (DOC) and safety management
                  certificate (SMC) issued pursuant to the ISM Code in relation
                  to each Ship within the periods specified by the ISM Code; and

         (b)      all other documents and data which are relevant to the ISM SMS
                  and its implementation and verification which the Lender may
                  require; and

         (c)      any other documents which are prepared or which are otherwise
                  relevant to establish and maintain a Ship's or a Shipowner's
                  compliance with the ISM Code which the Lender may require;

         "ISM SMS" means the safety management system for each Ship which is
         required to be developed, implemented and maintained under the ISM
         Code;

         "ISPS CODE" means the International Ship and Port Facility Security
         Code constituted pursuant to resolution A.924(22) of the International
         Maritime Organisation ("IMO") now set out in Chapter XI-2 of the Safety
         of Life at Sea Convention (SOLAS) 1974 (as amended) and the mandatory
         ISPS Code as adopted by a Diplomatic Conference of the IMO on Maritime
         Security in December 2002 and includes any amendments or extensions to
         it and any regulation issued pursuant to it but shall only apply
         insofar as it is


                                        9



         applicable law in the relevant Ship's flag state and any jurisdiction
         on which such Ship is operated;

         "ISPS CODE DOCUMENTATION" includes:

         (a)      the International Ship Security Certificate issued pursuant to
                  the ISPS Code in relation to each Ship within the period
                  specified in the ISPS Code; and

         (i)      all other documents and data which are relevant to the ISPS
                  Code and its implementation and verification which the Agent
                  may require;

         "LENDER" means Fortis Bank N.V./S.A., acting through its branch at 166
         Syngrou Avenue, 176 71 Athens, Greece (or through another branch
         notified to the Borrower under Clause 25.6) or its successor or assign;

         "LIBOR" means, for an Interest Period:

         (a)      the rate per annum equal to the offered quotation for deposits
                  in Dollars for a period equal to, or as near as possible equal
                  to, the relevant Interest Period which appears on Reuters BBA
                  Page LIBOR 01 at or about 11.00 a.m. (London time) on the
                  second Business Day prior to the commencement of that Interest
                  Period (and, for the purposes of this Agreement, "Reuters BBA
                  Page LIBOR 01" means the display designated as "Reuters BBA
                  Page LIBOR 01" on the Reuters Money News Service or such other
                  page as may replace Reuters BBA Page LIBOR 01 on that service
                  for the purpose of displaying rates comparable to that rate)
                  or on such other service as may be nominated by the British
                  Bankers' Association as the information vendor for the purpose
                  of displaying the British Bankers' Association Interest
                  Settlement Rates for Dollars; or

         (b)      in relation to an Interest Period of any other duration or if
                  no rate is quoted on Reuters BBA Page LIBOR 01, the rate per
                  annum determined by the Lender to be the arithmetic mean
                  (rounded upwards, if necessary, to the nearest one-sixteenth
                  of one per cent.) of the rates per annum determined by the
                  Lender as the rate at which deposits in Dollars are offered to
                  the Lender by leading banks in the London Interbank Market at
                  the Lender's request at or about 11.00 a.m. (Athens time) on
                  the Quotation Date for that Interest Period for a period equal
                  to that Interest Period and for delivery on the first Business
                  Day of it;

         "LOAN" means the principal amount for the time being outstanding under
         this Agreement;

         "LPGONE" means Lpgone Ltd., a corporation incorporated and existing
         under the laws of the Marshall Islands and having its registered office
         at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
         Marshall Islands, MH96960;

         "LYNE" means the 1996-built LPG Carrier of 5,000 cubic metres currently
         registered under Panamanian flag in the ownership of the Seller thereof
         with the name "LYNE" which is to be acquired by Oxfordgas pursuant to
         the Lyne MOA and registered in its ownership under Panamanian flag with
         the same name;

         "LYNE BAREBOAT CHARTER" means the bareboat charterparty in relation to
         "LYNE" dated 27 April 2006 and entered into between Oxfordgas (as
         nominee of the Holding Company) as owner and Petredec as bareboat
         charterer;

         "LYNE BAREBOAT CHARTER PERIOD" means the period during which "LYNE" is
         operating the Lyne Bareboat Charter;


                                       10



         "LYNE MOA" means a memorandum of agreement in relation to "LYNE" dated
         27 April 2006 and made between Oxfordgas and the Seller thereof;

         "LYNE TRIPARTITE AGREEMENT" means an agreement dealing with (inter
         alia) the operation of "LYNE" during the Lyne Bareboat Charter Period,
         made or to be made between (i) Oxfordgas, (ii) Petredec and (iii) the
         Lender, in such form as the Lender may approve or require;

         "MAJOR CASUALTY" means, in relation to a Ship, any casualty to the Ship
         in respect of which the claim or the aggregate of the claims against
         all insurers, before adjustment for any relevant franchise or
         deductible, exceeds $1,000,000 or the equivalent in any other currency;

         "MARGIN"  means, at any time when the Debt to Value Ratio is:

         (a)      equal to or lower than 67 per cent., 0.75 per cent. per annum;
                  or

         (b)      higher than 67 per cent. and lower or equal to 77 per cent.,
                  0.8 per cent. per annum; or

         (c)      higher than 77 per cent., 0.9 per cent per annum;

         "MARKET VALUE" means the market value of a Ship at any date determined
         in accordance with Clause 14.3;

         "MASTER AGREEMENT" means the master agreement (on the 1992 ISDA
         (Multicurrency - Crossborder) form) made or to be made between the
         Borrowers and the Lender and includes all Transactions from time to
         time entered into and Confirmations from time to time exchanged
         thereunder;

         "MASTER AGREEMENT ASSIGNMENT" means the assignment of the Master
         Agreement in favour of the Lender executed or to be executed by the
         Borrowers, in such form as the Lender may approve or require;

         "MATRIX" means Matrix Gas Trading Ltd. a corporation company
         incorporated and existing under the laws of the Marshall Islands and
         having its registered office at Trust Company Complex, Ajeltake Road,
         Ajeltake Island, Majuro, The Marshall Islands, MH96960;

         "MOAS" means, together, the Sir Ivor MOA, the Lyne MOA and the Gas
         Nemesis MOA, and in the singular, means any of them;

         "MORTGAGE"  means:

         (a)      in the case of "GAS EMPEROR", a first priority Cypriot
                  mortgage to be executed by Pacific;

         (b)      in the case of "GAS ICE", a first priority Maltese mortgage to
                  be executed by Semichlaus;

         (c)      in the case of "GAS ARCTIC", a first priority Maltese mortgage
                  to be executed by Ventspils;

         (d)      in the case of "BIRGIT KOSAN", a first preferred Panamanian
                  mortgage to be executed by Industrial;


                                       11



         (e)      in the case of "GAS COURCHEVEL", a first preferred Marshall
                  Islands mortgage to be executed by Geneve;

         (f)      in the case of "GAS SHANGHAI", a first preferred Marshall
                  Islands mortgage to be executed by Matrix;

         (g)      in the case of "GAS PROPHET", a first preferred Marshall
                  Islands mortgage to be executed by VCM;

         (h)      in the case of "GAS TINY", a first preferred Marshall Islands
                  mortgage to be executed by Lpgone;

         (i)      in the case of "GAS AMAZON", a first preferred Marshall
                  Islands mortgage to be executed by Aracruz;

         (j)      in the case of "SIR IVOR", a first priority Hong Kong mortgage
                  to be executed by Energetic;

         (k)      in the case of "LYNE", a first preferred Panamanian mortgage
                  to be executed by Oxfordgas; and

         (l)      in the case of "GAS NEMESIS", a first preferred Panamanian
                  mortgage to be executed by Ocean,

         each to be executed in favour of the Lender and to be in such form as
         the Lender may approve or require and in the singular means any of
         them;

         "NEGOTIATION PERIOD" has the meaning given in Clause 4.6;

         "NET TOTAL DEBT" means, at any relevant time, Total Debt less the
         amount of any Unencumbered Cash;

         "NEW SHIP ADVANCE" means, in relation to a New Ship, the Advance to be
         used in financing the whole or, as the case may be, part of the
         Purchase Price of that New Ship pursuant to the MOA for the New Ship,
         such Advance to be made available in accordance with and pursuant to
         Clauses 2.2 and 3.2(c);

         "NEW SHIPOWNERS" means, together, Oxfordgas, Energetic and Ocean, each
         in its capacity as the registered owner of a New Ship, and , in the
         singular, means any of them;

         "NEW SHIPS" means, together, "SIR IVOR", "LYNE" and "GAS NEMESIS" and
         in the singular means any of them;

         "OCEAN" means Ocean Blue Limited, a corporation incorporated in the
         Marshall Islands and having its registered office at Trust Company
         Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
         MH96960;

         "OXFORDGAS" means Oxfordgas Limited, a corporation incorporated in the
         Marshall Islands and having its registered office at Trust Company
         Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
         MH96960;

         "PACIFIC" means Pacific Gases Ltd. a company incorporated and existing
         under the laws of Malta and having its registered office at 147/1 St.
         Lucia Street, Valletta, Malta;

         "PAYMENT CURRENCY" has the meaning given in Clause 20.4;


                                       12



         "PERMITTED SECURITY INTERESTS" means:

         (a)      Security Interests created by the Finance Documents;

         (b)      liens for unpaid master's and crew's wages in accordance with
                  usual maritime practice;

         (c)      liens for salvage;

         (d)      liens arising by operation of law for not more than 2 months'
                  prepaid hire under any charter in relation to a Ship not
                  prohibited by this Agreement;

         (e)      liens for master's disbursements incurred in the ordinary
                  course of trading and any other lien arising by operation of
                  law or otherwise in the ordinary course of the operation,
                  repair or maintenance of a Ship, provided such liens do not
                  secure amounts more than 30 days overdue (unless the overdue
                  amount is being contested by the Borrower in good faith by
                  appropriate steps) and subject, in the case of liens for
                  repair or maintenance, to Clause 13.12(g);

         (f)      any Security Interest created in favour of a plaintiff or
                  defendant in any proceedings or arbitration as security for
                  costs and expenses where the Borrower is actively prosecuting
                  or defending such proceedings or arbitration in good faith;
                  and

         (g)      Security Interests arising by operation of law in respect of
                  taxes which are not overdue for payment or in respect of taxes
                  being contested in good faith by appropriate steps and in
                  respect of which appropriate reserves have been made;

         "PERTINENT DOCUMENT" means:

         (a)      any Finance Document;

         (b)      any policy or contract of insurance contemplated by or
                  referred to in Clause 12 or any other provision of this
                  Agreement or another Finance Document;

         (c)      any other document contemplated by or referred to in any
                  Finance Document; and

         (d)      any document which has been or is at any time sent by or to
                  the Lender in contemplation of or in connection with any
                  Finance Document or any policy, contract or document falling
                  within paragraphs (b) or (c);

         "PERTINENT JURISDICTION", in relation to a company, means:

         (a)      England and Wales;

         (b)      the country under the laws of which the company is
                  incorporated or formed;

         (c)      a country in which the company's central management and
                  control is or has recently been exercised;

         (d)      a country in which the overall net income of the company is
                  subject to corporation tax, income tax or any similar tax;

         (e)      a country in which assets of the company (other than
                  securities issued by, or loans to, related companies) having a
                  substantial value are situated, in which the company maintains
                  a permanent place of business, or in which a Security Interest
                  created by


                                       13



                  the company must or should be registered in order to ensure
                  its validity or priority; and

         (f)      a country the courts of which have jurisdiction to make a
                  winding up, administration or similar order in relation to the
                  company or which would have such jurisdiction if their
                  assistance were requested by the courts of a country referred
                  to in paragraphs (b) or (c) above;

         "PERTINENT MATTER" means:

         (a)      any transaction or matter contemplated by, arising out of, or
                  in connection with a Pertinent Document; or

         (b)      any statement relating to a Pertinent Document or to a
                  transaction or matter falling within paragraph (a),

         and covers any such transaction, matter or statement, whether entered
         into, arising or made at any time before the signing of this Agreement
         or on or at any time after that signing;

         "PETREDEC" means Petredec S.A., a company incorporated and existing
         under the laws of Bermuda;

         "POTENTIAL EVENT OF DEFAULT" means an event or circumstance which, with
         the giving of any notice, the lapse of time, a determination of the
         Lender and/or the satisfaction of any other condition, would constitute
         an Event of Default;

         "PURCHASE PRICE" means, in relation to a Ship, the aggregate amount
         paid or to be paid by the relevant Shipowner to the seller of the Ship
         pursuant to the memorandum of agreement which relates to the sale and
         purchase of that Ship;

         "QUOTATION DATE" means, in relation to any Interest Period (or any
         other period for which an interest rate is to be determined under any
         provision of a Finance Document), the day on which quotations would
         ordinarily be given by leading banks in the London Interbank Market for
         deposits in the currency in relation to which such rate is to be
         determined for delivery on the first day of that Interest Period or
         other period;

         "REFINANCING ADVANCE" means an amount of $46,349,250 which is to be
         used in refinancing the Existing Indebtedness and which is to be made
         available in accordance with and pursuant to Clauses 2.2 and 3.2(b);

         "RELEVANT PERSON" has the meaning given in Clause 18.7;

         "REPAYMENT DATE" means a date on which a repayment is required to be
         made under Clause 7;

         "RETENTION ACCOUNT" means an account in the joint names of the
         Borrowers with the Lender in Athens designated "Stealthgas Inc. -
         Retention Account" and having account number 1000120203, or any other
         account (with that or another office of the Lender) which is designated
         by the Lender as the Retention Account for the purposes of this
         Agreement;

         "REQUISITION COMPENSATION" includes all compensation or other moneys
         payable by reason of any act or event such as is referred to in
         paragraph (b) of the definition of "Total Loss";


                                       14



         "SECURED LIABILITIES" means all liabilities which the Borrowers, the
         Security Parties or any of them have, at the date of this Agreement or
         at any later time or times, under or in connection with any Finance
         Document or any judgment relating to any Finance Document; and for this
         purpose, there shall be disregarded any total or partial discharge of
         these liabilities, or variation of their terms, which is effected by,
         or in connection with, any bankruptcy, liquidation, arrangement or
         other procedure under the insolvency laws of any country;

         "SECURITY INTEREST" means:

         (a)      a mortgage, charge (whether fixed or floating) or pledge, any
                  maritime or other lien or any other security interest of any
                  kind;

         (b)      the security rights of a plaintiff under an action in rem; and

         (c)      any arrangement entered into by a person (A) the effect of
                  which is to place another person (B) in a position which is
                  similar, in economic terms, to the position in which B would
                  have been had he held a security interest over an asset of A;
                  but this paragraph (c) does not apply to a right of set off or
                  combination of accounts conferred by the standard terms of
                  business of a bank or financial institution;

         "SECURITY PARTY" means each Shareholder and any other person (except
         the Lender) who, as a surety or mortgagor, as a party to any
         subordination or priorities arrangement, or in any similar capacity,
         executes a document falling within the last paragraph of the definition
         of "Finance Documents";

         "SECURITY PERIOD" means the period commencing on the date of this
         Agreement and ending on the date on which the Lender notifies the
         Borrowers and the Security Parties that:

         (a)      all amounts which have become due for payment by any Borrower
                  or any Security Party under the Finance Documents have been
                  paid;

         (b)      no amount is owing or has accrued (without yet having become
                  due for payment) under any Finance Document;

         (c)      neither any Borrower nor any Security Party has any future or
                  contingent liability under Clause 19, 20, or 21 or any other
                  provision of this Agreement or another Finance Document; and

         (d)      the Lender does not consider that there is a significant risk
                  that any payment or transaction under a Finance Document would
                  be set aside, or would have to be reversed or adjusted, in any
                  present or possible future bankruptcy of a Borrower or a
                  Security Party or in any present or possible future proceeding
                  relating to a Finance Document or any asset covered (or
                  previously covered) by a Security Interest created by a
                  Finance Document;

         "SELLER"  means, in the case of:

         (a)      "SIR IVOR", Forli Shipping Inc. of Panama City, Panama;

         (b)      "LYNE", Lyne Shipping Limited of the Marshall Islands; and

         (c)      "GAS NEMESIS", Duck Marine S.A. of Panama City, Panama,

         and in the plural means all of them;


                                       15



         "SEMICHLAUS" means Semichlaus Exports Ltd., a company incorporated and
         existing under the laws of Malta having its registered office at 147/1
         St Lucia St., Valletta, Malta;

         "SHIPOWNERS" means, together, the Existing Shipowners and the New
         Shipowners and in the singular means any of them;

         "SHAREHOLDER" means, in relation to a Borrower, the company referred to
         in Schedule 2 as the holder of all, or a part of the issued share
         capital of that Borrower;

         "SHIPS" means, together, the Existing Ships and the New Ships and in
         the singular means any of them;

         "SIR IVOR" means the 2003-built LPG Carrier of 5,000 cubic metres
         currently registered under the Hong Kong flag in the ownership of the
         Seller thereof with the name "SIR IVOR" which is to be acquired by
         Energetic pursuant to the Sir Ivor MOA and registered in its ownership
         under the Hong Kong flag with the same name;

         "SIR IVOR BAREBOAT CHARTER" means the bareboat charterparty in relation
         to "SIR IVOR" dated 27 April 2006 and entered in to between Energetic
         (as the nominee of the Holding Company) as owner and Petredec as
         bareboat charterer;

         "SIR IVOR BAREBOAT CHARTER PERIOD" means the period during which "SIR
         IVOR" is operating the Sir Ivor Bareboat Charter;

         "SIR IVOR MOA" means a memorandum of agreement in relation to "SIR
         IVOR" dated 27 April 2006 and made between Energetic (as the nominee of
         the Holding Company) and the Seller thereof;

         "SIR IVOR TRIPARTITE AGREEMENT" means an agreement dealing with (inter
         alia) the operation of "SIR IVOR" during the Sir Ivor Bareboat Charter
         Period, made or to be made between (i) Energetic, (ii) Petredec and
         (iii) the Lender, in such form as the Lender may approve or require;

         "STEALTH" means Stealth Maritime Corporation S.A., a corporation
         incorporated and existing under the laws of the Republic of Liberia and
         having its registered office at 80 Broad Street, Monrovia, Liberia;

         "STEALTHGAS" means Stealthgas Inc., a corporation incorporated and
         existing under the laws of the Marshall Islands and having its
         registered office at Trust Company Complex, Ajeltake Road, Ajeltake
         Island, Majuro, the Marshall Islands, MH96960;

         "SWAP EXPOSURE" means, as at any relevant date the aggregate net amount
         in Dollars which would be payable by the Borrowers to the Lender under
         (and calculated in accordance with) section 6(e) (Payments on Early
         Termination) of the Master Agreement if an Early Termination Date had
         occurred on the relevant date in relation to all continuing
         Transactions entered into between the Borrowers and the Lender;

         "TOTAL LIABILITIES" means, as at any date, the total liabilities (but
         excluding any amount in respect of Total Shareholder's Equity) of the
         Group determined in accordance with, and as shown in, the most recent
         Accounting Information;

         "TOTAL MARKET ADJUSTED ASSETS" means, at any time, the total assets
         (net of Unencumered Cash) of the Group as shown in the most recent
         Accounting Information


                                       16



         adjusted to reflect the market value of all vessels owned by members of
         the Group, as determined by valuations in accordance with Clause 14.4
         as at any relevant date;

         "TOTAL LOSS" means in relation to a Ship:

         (a)      actual, constructive, compromised, agreed or arranged total
                  loss of the Ship;

         (b)      any expropriation, confiscation, requisition or acquisition of
                  the Ship, whether for full consideration, a consideration less
                  than its proper value, a nominal consideration or without any
                  consideration, which is effected by any government or official
                  authority or by any person or persons claiming to be or to
                  represent a government or official authority (excluding a
                  requisition for hire for a fixed period not exceeding 1 year
                  without any right to an extension) unless it is within 1 month
                  redelivered to the full control of the Shipowner owning the
                  Ship;

         (c)      any arrest, capture, seizure or detention of the Ship
                  (including any hijacking or theft) unless it is within 30 days
                  redelivered to the full control of the Shipowner owning the
                  Ship;

         "TOTAL LOSS DATE" means in relation to a Ship:

         (a)      in the case of an actual loss of the Ship, the date on which
                  it occurred or, if that is unknown, the date when the Ship was
                  last heard of;

         (b)      in the case of a constructive, compromised, agreed or arranged
                  total loss of the Ship, the earliest of:

                  (i)      the date on which a notice of abandonment is given to
                           the insurers; and

                  (ii)     the date of any compromise, arrangement or agreement
                           made by or on behalf of the Shipowner owning the Ship
                           with the Ship's insurers in which the insurers agree
                           to treat the Ship as a total loss; and

         (c)      in the case of any other type of total loss, on the date (or
                  the most likely date) on which it appears to the Lender that
                  the event constituting the total loss occurred;

         "TOTAL SHAREHOLDER'S EQUITY" means, at any date, the total
         shareholder's equity of the Group determined in accordance with, and as
         shown in, the most recent Accounting Information;

         "TRANSACTION" has the meaning given in the Master Agreement;

         "TRIPARTITE AGREEMENTS" means, together the Gas Arctic Tripartite
         Agreement, the Gas Ice Tripartite Agreement, the Sir Ivor Tripartite
         Agreement and the Lyne Tripartite Agreement and in the singular means
         any of them;

         "UNENCUMBERED CASH" means any cash or cash equivalent owned by the
         Guarantor or any member of the Group which is not subject to a Security
         Interest;

         "UNIGAS KOSAN" means Unigas Kosan Ltd., a company incorporated and
         existing under the laws of Hong Kong having its registered office at
         2109 Dominion Centre, 43 Queen's Road, East Wanchai, Hong Kong;


                                       17



         "VCM" means VCM Trading Ltd., a corporation incorporated and existing
         under the laws of the Marshall Islands and having its registered office
         at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
         Marshall Islands, MH96960; and

         "VENTSPILS" means Ventspils Gases Ltd., a company incorporated and
         existing under the laws of Malta and having its registered office is at
         147/1 St. Lucia Street, Valletta, Malta.

1.2      CONSTRUCTION OF CERTAIN TERMS. In this Agreement:

         "APPROVED" means, for the purposes of Clause 12, approved in writing by
         the Lender;

         "ASSET" includes every kind of property, asset, interest or right,
         including any present, future or contingent right to any revenues or
         other payment;

         "COMPANY" includes any partnership, joint venture and unincorporated
         association;

         "CONSENT" includes an authorisation, consent, approval, resolution,
         licence, exemption, filing, registration, notarisation and
         legalisation;

         "CONTINGENT LIABILITY" means a liability which is not certain to arise
         and/or the amount of which remains unascertained;

         "DOCUMENT" includes a deed; also a letter or fax;

         "EXCESS RISKS" means, in relation to a Ship, the proportion of claims
         for general average, salvage and salvage charges not recoverable under
         the hull and machinery policies in respect of the Ship in consequence
         of its insured value being less than the value at which the Ship is
         assessed for the purpose of such claims;

         "EXPENSE" means any kind of cost, charge or expense (including all
         legal costs, charges and expenses) and any applicable value added or
         other tax;

         "LAW" includes any order or decree, any form of delegated legislation,
         any treaty or international convention and any regulation or resolution
         of the Council of the European Union, the European Commission, the
         United Nations or its Security Council;

         "LEGAL OR ADMINISTRATIVE ACTION" means any legal proceeding or
         arbitration and any administrative or regulatory action or
         investigation;

         "LIABILITY" includes every kind of debt or liability (present or
         future, certain or contingent), whether incurred as principal or surety
         or otherwise;

         "MONTHS" shall be construed in accordance with Clause 1.3;

         "OBLIGATORY INSURANCES" means, in relation to a Ship, all insurances
         effected, or which the Borrower owning the Ship is obliged to effect,
         under Clause 12 or any other provision of this Agreement or another
         Finance Document;

         "PARENT COMPANY" has the meaning given in Clause 1.4;

         "PERSON" includes any company; any state, political sub-division of a
         state and local or municipal authority; and any international
         organisation;

         "POLICY", in relation to any insurance, includes a slip, cover note,
         certificate of entry or other document evidencing the contract of
         insurance or its terms;


                                       18



         "PROTECTION AND INDEMNITY RISKS" means the usual risks covered by a
         protection and indemnity association managed in London, including
         pollution risks and the proportion (if any) of any sums payable to any
         other person or persons in case of collision which are not recoverable
         under the hull and machinery policies by reason of the incorporation in
         them of clause 1 of the Institute Time Clauses (Hulls)(1/10/83) or
         clause 8 of the Institute Time Clauses (Hulls)(1/11/1995) or the
         Institute Amended Running Down Clause (1/10/71) or any equivalent
         provision;

         "REGULATION" includes any regulation, rule, official directive, request
         or guideline whether or not having the force of law of any
         governmental, intergovernmental or supranational body, agency,
         department or regulatory, self-regulatory or other authority or
         organisation;

         "SUBSIDIARY" has the meaning given in Clause 1.4;

         "TAX" includes any present or future tax, duty, impost, levy or charge
         of any kind which is imposed by any state, any political sub-division
         of a state or any local or municipal authority (including any such
         imposed in connection with exchange controls), and any connected
         penalty, interest or fine; and

         "WAR RISKS" includes the risk of mines and all risks excluded by clause
         23 of the Institute Time Clauses (Hulls)(1/10/83) or clause 24 of the
         Institute Time Clauses (Hulls)(1/11/1995).

1.3      MEANING OF "MONTH". A period of one or more "MONTHS" ends on the day in
         the relevant calendar month numerically corresponding to the day of the
         calendar month on which the period started ("THE NUMERICALLY
         CORRESPONDING DAY"), but:

(a)      on the Business Day following the numerically corresponding day if the
         numerically corresponding day is not a Business Day or, if there is no
         later Business Day in the same calendar month, on the Business Day
         preceding the numerically corresponding day; or

(b)      on the last Business Day in the relevant calendar month, if the period
         started on the last Business Day in a calendar month or if the last
         calendar month of the period has no numerically corresponding days,

         and "MONTH" and "MONTHLY" shall be construed accordingly.

1.4      MEANING OF "SUBSIDIARY". A company (S) is a subsidiary of another
         company (P) if:

(a)      a majority of the issued shares in S (or a majority of the issued
         shares in S which carry unlimited rights to capital and income
         distributions) are directly owned by P or are indirectly attributable
         to P; or

(b)      P has direct or indirect control over a majority of the voting rights
         attaching to the issued shares of S; or

(c)      P has the direct or indirect power to appoint or remove a majority of
         the directors of S; or

(d)      P otherwise has the direct or indirect power to ensure that the affairs
         of S are conducted in accordance with the wishes of P,

         and any company of which S is a subsidiary is a parent company of S.

1.5      GENERAL INTERPRETATION. In this Agreement:


                                       19



(a)      references in Clause 1.1 to a Finance Document or any other document
         being in the form of a particular appendix include references to that
         form with any modifications to that form which the Lender approves or
         reasonably requires;

(b)      references to, or to a provision of, a Finance Document or any other
         document are references to it as amended or supplemented, whether
         before the date of this Agreement or otherwise;

(c)      references to, or to a provision of, any law include any amendment,
         extension, re-enactment or replacement, whether made before the date of
         this Agreement or otherwise;

(d)      words denoting the singular number shall include the plural and vice
         versa; and

(e)      Clauses 1.1 to 1.5 apply unless the contrary intention appears.

1.6      HEADINGS. In interpreting a Finance Document or any provision of a
         Finance Document, all clause, sub-clause and other headings in that and
         any other Finance Document shall be entirely disregarded.

2        FACILITY

2.1      AMOUNT OF FACILITY. Subject to the other provisions of this Agreement,
         the Lender shall make a loan facility of up to the lesser of (a)
         $79,850,000 and (b) 62 per cent. of the aggregate Market Value of the
         Ships, available to the Borrowers in up to 4 Advances.

2.2      PURPOSE OF ADVANCES. The Borrowers undertake with the Lender to use
         each Advance only for the purpose stated in the preamble to this
         Agreement.

3        DRAWDOWN

3.1      REQUEST FOR ADVANCE. Subject to the following conditions, the Borrowers
         may request an Advance or Advances to be made by ensuring that the
         Lender receives a completed Drawdown Notice not later than 11.00 a.m.
         (Athens time) 2 Business Days prior to the intended Drawdown Date.

3.2      AVAILABILITY. The conditions referred to in Clause 3.1 are that:

(a)      a Drawdown Date has to be a Business Day during the Availability
         Period;

(b)      the Refinancing Advance shall be applied in fully repaying the Existing
         Indebtedness;

(c)      each New Ship Advance shall be applied in financing the whole (or, in
         the case of the New Ship Advance in respect of "GAS NEMESIS", 64.77 per
         cent.) of the Purchase Price of the New Ship which is to be financed by
         that New Ship Advance; and

(d)      the aggregate amount of the Advances shall not exceed the lesser of (i)
         Commitment and (ii) 62 per cent. of the aggregate Market Values of the
         Ships.

3.3      DRAWDOWN NOTICE IRREVOCABLE. A Drawdown Notice must be signed by a
         director or other authorised person of a Borrower; and once served, a
         Drawdown Notice cannot be revoked without the prior consent of the
         Lender.

3.4      DISBURSEMENT OF ADVANCE. Subject to the provisions of this Agreement,
         the Lender shall on each Drawdown Date make available the relevant
         Advance to the Borrowers;


                                       20



         and payment to the Borrowers shall be made to the account which the
         Borrowers specify in the relevant Drawdown Notice.

3.5      DISBURSEMENT OF ADVANCE TO THIRD PARTY. The payment of an Advance by
         the Lender under Clause 3.4 shall constitute the making of the Advance
         and the Borrowers shall at that time become indebted, as principal and
         direct obligors, to the Lender in an amount equal to that Advance.

4        INTEREST

4.1      PAYMENT OF NORMAL INTEREST. Subject to the provisions of this
         Agreement, interest on the Loan in respect of each Interest Period
         shall be paid by the Borrowers on the last day of that Interest Period.

4.2      NORMAL RATE OF INTEREST. Subject to the provisions of this Agreement,
         the rate of interest on the Loan in respect of an Interest Period shall
         be the aggregate of the Margin and LIBOR for that Interest Period.

4.3      PAYMENT OF ACCRUED INTEREST. In the case of an Interest Period longer
         than 3 months, accrued interest shall be paid every 3 months during
         that Interest Period and on the last day of that Interest Period.

4.4      NOTIFICATION OF MARKET DISRUPTION. The Lender shall promptly notify the
         Borrowers if no rate is quoted on Reuters BBA Page LIBOR 01 or if for
         any reason the Lender is unable to obtain Dollars in the London
         Interbank Market in order to fund the Loan (or any part of it) during
         any Interest Period, stating the circumstances which have caused such
         notice to be given.

4.5      SUSPENSION OF DRAWDOWN. If the Lender's notice under Clause 4.4 is
         served before an Advance is made, the Lender's obligation to make the
         Advance shall be suspended while the circumstances referred to in the
         Lender's notice continue.

4.6      NEGOTIATION OF ALTERNATIVE RATE OF INTEREST. If the Lender's notice
         under Clause 4.4 is served after an Advance is made, the Borrowers and
         the Lender shall use reasonable endeavours to agree, within the 30 days
         after the date on which the Lender serves its notice under Clause 4.4
         (the "NEGOTIATION PERIOD"), an alternative interest rate or (as the
         case may be) an alternative basis for the Lender to fund or continue to
         fund the Loan during the Interest Period concerned.

4.7      APPLICATION OF AGREED ALTERNATIVE RATE OF INTEREST. Any alternative
         interest rate or an alternative basis which is agreed during the
         Negotiation Period shall take effect in accordance with the terms
         agreed.

4.8      ALTERNATIVE RATE OF INTEREST IN ABSENCE OF AGREEMENT. If an alternative
         interest rate or alternative basis is not agreed within the Negotiation
         Period, and the relevant circumstances are continuing at the end of the
         Negotiation Period, then the Lender shall set an interest period and
         interest rate representing the cost of funding of the Lender in Dollars
         or in any available currency of the Loan plus the applicable Margin;
         and the procedure provided for by this Clause 4.8 shall be repeated if
         the relevant circumstances are continuing at the end of the interest
         period so set by the Lender.

4.9      NOTICE OF PREPAYMENT. If the Borrowers do not agree with an interest
         rate set by the Lender under Clause 4.8, the Borrowers may give the
         Lender not less than 10 Business Days' notice of their intention to
         prepay at the end of the interest period set by the Lender.


                                       21



4.10     PREPAYMENT. A notice under Clause 4.9 shall be irrevocable; and on the
         last Business Day of the interest period set by the Lender, the
         Borrowers shall prepay (without premium or penalty) the Loan, together
         with accrued interest thereon at the applicable rate plus the Margin.

4.11     APPLICATION OF PREPAYMENT. The provisions of Clause 7 shall apply in
         relation to the prepayment.

4.12     CALCULATION OF DEBT TO VALUE RATIO. The Lender shall calculate the Debt
         to Value Ratio on (a) the earlier of (i) the Drawdown Date for the
         final Advance and (ii) 30 June 2006 and (b) every 6 months thereafter
         (each a "REVIEW DATE") for the purposes of calculating the Margin and
         shall advise the Borrowers in writing within 10 Business Days of each
         Review Date of the Margin which will apply for the 6-month period
         commencing on the relevant Review Date PROVIDED THAT in respect of each
         Review Date other than the first Review Date, the Lender shall only be
         obliged to advise the Borrowers of the Margin which will apply for the
         6-month period commencing on the relevant Review Date if that Margin
         will be different to the Margin which applied immediately prior to the
         relevant Review Date.

5        INTEREST PERIODS

5.1      COMMENCEMENT OF INTEREST PERIODS. The first Interest Period applicable
         to an Advance shall commence on the Drawdown Date relative to that
         Advance and each subsequent Interest Period shall commence on the
         expiry of the preceding Interest Period.

5.2      DURATION OF NORMAL INTEREST PERIODS. Subject to Clauses 5.3 and 5.4,
         each Interest Period shall be:

(a)      1, 3, 6, 9 or 12 months as notified by the Borrowers to the Lender not
         later than 11.00 a.m. (Athens time) 2 Business Days before the
         commencement of the Interest Period PROVIDED THAT the Borrowers may not
         select more than three 1 month Interest Periods in any calendar year
         unless otherwise agreed by the Lender; or

(b)      in the case of the first Interest Period applicable to the second and
         any subsequent Advance, a period ending on the last day of the Interest
         Period applicable to the Advances then current, whereupon all Advances
         shall be consolidated and treated as a single Advance; or

(c)      3 months, if the Borrowers fail to notify the Lender by the time
         specified in paragraph (a); or

(d)      such other period as the Lender may agree with the Borrowers.

5.3      DURATION OF INTEREST PERIODS FOR REPAYMENT INSTALMENTS. In respect of
         an amount due to be repaid under Clause 7 on a particular Repayment
         Date, an Interest Period shall end on that Repayment Date.

5.4      NON-AVAILABILITY OF MATCHING DEPOSITS FOR INTEREST PERIOD SELECTED. If,
         after the Borrowers have selected and the Lender has agreed an Interest
         Period longer than 6 months, the Lender notifies the Borrowers by 11.00
         a.m. (London time) on the third Business Day before the commencement of
         the Interest Period that it is not satisfied that deposits in Dollars
         for a period equal to the Interest Period will be available to it in
         the London Interbank Market when the Interest Period commences, the
         Interest Period shall be of 6 months.


                                       22



6        DEFAULT INTEREST

6.1      PAYMENT OF DEFAULT INTEREST ON OVERDUE AMOUNTS. The Borrowers shall pay
         interest in accordance with the following provisions of this Clause 6
         on any amount payable by the Borrowers under any Finance Document which
         the Lender does not receive on or before the relevant date, that is:

(a)      the date on which the Finance Documents provide that such amount is due
         for payment; or

(b)      if a Finance Document provides that such amount is payable on demand,
         the date on which the demand is served; or

(c)      if such amount has become immediately due and payable under Clause
         18.4, the date on which it became immediately due and payable.

6.2      DEFAULT RATE OF INTEREST. Interest shall accrue on an overdue amount
         from (and including) the relevant date until the date of actual payment
         (as well after as before judgment) at the rate per annum determined by
         the Lender to be 2 per cent. above:

(a)      in the case of an overdue amount of principal, the higher of the rates
         set out at Clauses 6.3(a) and (b); or

(b)      in the case of any other overdue amount, the rate set out at Clause
         6.3(b).

6.3      CALCULATION OF DEFAULT RATE OF INTEREST. The rates referred to in
         Clause 6.2 are:

(a)      the rate applicable to the overdue principal amount immediately prior
         to the relevant date (but only for any unexpired part of any then
         current Interest Period applicable to it);

(b)      the applicable Margin plus, in respect of successive periods of any
         duration (including at call) up to 3 months which the Lender may select
         from time to time:

         (i)      LIBOR; or

         (ii)     if the Lender determines that Dollar deposits for any such
                  period are not being made available to it by leading banks in
                  the London Interbank Market in the ordinary course of
                  business, a rate from time to time determined by the Lender by
                  reference to the cost of funds to it from such other sources
                  as the Lender may from time to time determine.

6.4      NOTIFICATION OF INTEREST PERIODS AND DEFAULT RATES. The Lender shall
         promptly notify the Borrowers of each interest rate determined by it
         under Clause 6.3 and of each period selected by it for the purposes of
         paragraph (b) of that Clause; but this shall not be taken to imply that
         the Borrowers are liable to pay such interest only with effect from the
         date of the Lender's notification.

6.5      PAYMENT OF ACCRUED DEFAULT INTEREST. Subject to the other provisions of
         this Agreement, any interest due under this Clause shall be paid on the
         last day of the period by reference to which it was determined.

6.6      COMPOUNDING OF DEFAULT INTEREST. Any such interest which is not paid at
         the end of the period by reference to which it was determined shall
         thereupon be compounded.


                                       23



6.7      APPLICATION TO MASTER AGREEMENT. For the avoidance of doubt this Clause
         6 does not apply to any amount payable under the Master Agreement in
         respect of any continuing Transaction as to which section 2(e) (Default
         Interest, Other Amounts) of the Master Agreement shall apply.

7        REPAYMENT AND PREPAYMENT

7.1      AMOUNT OF REPAYMENT INSTALMENTS. The Borrowers shall repay the Loan by:

(a)      40 equal consecutive three-monthly instalments, of in the case of:

         (i)      the first to fourth (inclusive) such instalments, $2,200,000
                  each;

         (ii)     the fifth to twelfth (inclusive) such instalments, $1,640,000
                  each; and

         (iii)    the thirteenth to fortieth (inclusive) such instalments,
                  $1,560,000 each; and

(b)      a balloon instalment (the "BALLOON INSTALMENT") of $14,250,000 (as such
         amount may be increased through the operation of Clause 7.10).

7.2      REPAYMENT DATES. The first instalment shall be repaid on 31 August
         2006, each subsequent instalment shall be repaid at 3-monthly intervals
         with the final instalment, together with the Balloon Instalment, being
         repaid on 31 May 2016.

7.3      FINAL REPAYMENT DATE. On the final Repayment Date, the Borrowers shall
         additionally pay to the Lender all other sums then accrued or owing
         under any Finance Document.

7.4      VOLUNTARY PREPAYMENT. Subject to the following conditions, the
         Borrowers may prepay the whole or any part of the Loan on the last day
         of an Interest Period.

7.5      CONDITIONS FOR VOLUNTARY PREPAYMENT. The conditions referred to in
         Clause 7.4 are that:

(a)      a partial prepayment shall be $500,000 or a multiple of $500,000;

(b)      the Lender has received from the Borrowers at least 5 days' prior
         written notice specifying the amount to be prepaid and the date on
         which the prepayment is to be made; and

(c)      the Borrowers have provided evidence satisfactory to the Lender that
         any consent required by any Borrower or any Security Party in
         connection with the prepayment has been obtained and remains in force,
         and that any regulation relevant to this Agreement which affects any
         Borrower or any Security Party has been complied with.

7.6      EFFECT OF NOTICE OF PREPAYMENT. A prepayment notice may not be
         withdrawn or amended without the consent of the Lender and the amount
         specified in the prepayment notice shall become due and payable by the
         Borrowers on the date for prepayment specified in the prepayment
         notice.

7.7      MANDATORY PREPAYMENT. Without prejudice to the provisions of Clause 14,
         the Borrowers shall be obliged to prepay the relevant proportion of the
         Loan if a Ship is sold or becomes a Total Loss:

(a)      in the case of a sale, on or before the date on which the sale is
         completed by delivery of the Ship to the buyer; or


                                       24



(b)      in the case of a Total Loss, on the earlier of the date falling 150
         days after the Total Loss Date and the date of receipt by the Security
         Trustee of the proceeds of insurance relating to such Total Loss,

         and in this Clause 7.7 "RELEVANT PROPORTION" means such amount
         necessary to ensure that following the sale or Total Loss of a Ship,
         the Asset Cover Ratio is equal to the Asset Cover Ratio immediately
         prior to the sale or Total Loss (as the case may be) of that Ship.

7.8      AMOUNTS PAYABLE ON PREPAYMENT. A prepayment shall be made together with
         accrued interest (and any other amount payable under Clause 20 or
         otherwise) in respect of the amount prepaid and, if the prepayment is
         not made on the last day of an Interest Period together with any sums
         payable under Clause 20.1(b) but without premium or penalty.

7.9      APPLICATION OF PARTIAL PREPAYMENT. Each partial prepayment shall be
         applied pro rata against the repayment instalments, including, without
         limitation, the balloon instalment, specified in Clause 7.1.

7.10     DEFERRAL OPTION. The Borrowers may elect to defer the repayment of up
         to one third of any six repayment instalments falling due after the
         Repayment Date in relation to the thirteenth repayment instalment
         subject to the following terms and conditions:

(a)      the Borrowers shall have sent to the Lender a notice at least 10 days
         prior to the Repayment Date relative to the repayment instalment the
         payment of part of which the Borrowers are electing to defer specifying
         the amount to be deferred (which amount shall not exceed one third of
         the relevant repayment instalment);

(b)      no Event of Default (i) has occurred or is continuing either at the
         date of the Borrowers' request or on the Repayment Date on which the
         deferred instalment was due and payable or (ii) will result from the
         deferral of the relevant repayment instalment; and

(c)      each part of a repayment instalment which is deferred (which shall not
         exceed, when added to the parts of all other repayment instalments
         which have been deferred, $3,120,000 in aggregate) shall be added to
         the Balloon Instalment which shall be increased by such amount.

7.11     NO REBORROWING. No amount prepaid may be reborrowed.

8        CONDITIONS PRECEDENT

8.1      DOCUMENTS, FEES AND NO DEFAULT. The Lender's obligation to make an
         Advance is subject to the following conditions precedent:

(a)      that, on or before the service of the first Drawdown Notice, the Lender
         receives the documents described in Part A of Schedule 4, in form and
         substance satisfactory to it and its lawyers;

(b)      that, on the Drawdown Date in respect of the Refinancing Advance but
         prior to the making of that Advance, the Lender receives the documents
         described in Part B of Schedule 4, in form and substance satisfactory
         to it and its lawyers;

(c)      that, on the Drawdown Date relating to a New Ship Advance but prior to
         the making of that Advance, the Lender receives the documents described
         in Part C of Schedule 4, in form and substance satisfactory to it and
         its lawyers;


                                       25



(d)      that, before the service of the first Drawdown Notice, the Lender
         receives the arrangement fee referred to in Clause 19.1 and has
         received payment of the expenses referred to in Clause 19.2; and

(e)      that both at the date of each Drawdown Notice and at each Drawdown
         Date:

         (i)      no Event of Default or Potential Event of Default has occurred
                  and is continuing or would result from the borrowing of the
                  relevant Advance;

         (ii)     the representations and warranties in Clause 9.1 and those of
                  any Borrower or any Security Party which are set out in the
                  other Finance Documents would be true and not misleading if
                  repeated on each of those dates with reference to the
                  circumstances then existing; and

         (iii)    none of the circumstances contemplated by Clause 4.4 has
                  occurred and is continuing; and

(f)      that, if the ratio set out in Clause 14.1 were applied immediately
         following the making of any Advance, the Borrowers would not be obliged
         to provide additional security or prepay part of the Loan under that
         Clause; and

(g)      that the Lender has received, and found to be acceptable to it, any
         further opinions, consents, agreements and documents in connection with
         the Finance Documents which the Lender may request by notice to the
         Borrowers prior to the relevant Drawdown Date.

8.2      WAIVERS OF CONDITIONS PRECEDENT. If the Lender, at its discretion,
         permits an Advance to be borrowed before certain of the conditions
         referred to in Clause 8.1 are satisfied, the Borrowers shall ensure
         that those conditions are satisfied within 20 Business Days after the
         relevant Drawdown Date (or such longer period as the Lender may
         specify).

9        REPRESENTATIONS AND WARRANTIES

9.1      GENERAL. Each Borrower represents and warrants to the Lender as
         follows.

9.2      STATUS. Each Borrower is duly incorporated and validly existing and in
         good standing under the laws of its place of incorporation as indicated
         in Schedule 2.

9.3      SHARE CAPITAL AND OWNERSHIP. Each Borrower has an authorised and issued
         share capital as set out in Schedule 2 and the legal title and
         beneficial ownership of all those shares is held, free of any Security
         Interest or other claim, by the relevant Shareholder or Shareholders.

9.4      CORPORATE POWER. Each Borrower, or in the case of paragraph (a), each
         Buyer or each Borrower which is a party to a Bareboat Charter, has the
         corporate capacity, and has taken all corporate action and obtained all
         consents necessary for it:

(a)      to execute the MOA to which it is a party, to execute the Bareboat
         Charter to which it is a party, to purchase and pay for the relevant
         Ship under that MOA and to register that Ship in its name under the
         relevant flag;

(b)      to execute the Finance Documents to which that Borrower is a party; and

(c)      to borrow under this Agreement, to enter into Transactions under the
         Master Agreement and to make all the payments contemplated by, and to
         comply with, those Finance Documents to which that Borrower is a party
         and the Master Agreement.


                                       26



9.5      CONSENTS IN FORCE. All the consents referred to in Clause 9.4 remain in
         force and nothing has occurred which makes any of them liable to
         revocation.

9.6      LEGAL VALIDITY; EFFECTIVE SECURITY INTERESTS. The Finance Documents to
         which each Borrower is a party, do now or, as the case may be, will,
         upon execution and delivery (and, where applicable, registration as
         provided for in the Finance Documents):

(a)      constitute that Borrower's legal, valid and binding obligations
         enforceable against that Borrower in accordance with their respective
         terms; and

(b)      create legal, valid and binding Security Interests enforceable in
         accordance with their respective terms over all the assets to which
         they, by their terms, relate,

         subject to any relevant insolvency laws affecting creditors' rights
         generally.

9.7      NO THIRD PARTY SECURITY INTERESTS. Without limiting the generality of
         Clause 9.6, at the time of the execution and delivery of each Finance
         Document:

(a)      each Borrower which is a party to that Finance Document will have the
         right to create all the Security Interests which that Finance Document
         purports to create; and

(b)      no third party will have any Security Interest (except for Permitted
         Security Interests) or any other interest, right or claim over, in or
         in relation to any asset to which any such Security Interest, by its
         terms, relates.

9.8      NO CONFLICTS. The execution by each Borrower of each Finance Document
         to which it is a party, and the borrowing by that Borrower of the Loan,
         and its compliance with each Finance Document to which it is a party
         will not involve or lead to a contravention of:

(a)      any law or regulation; or

(b)      the constitutional documents of that Borrower; or

(c)      any contractual or other obligation or restriction which is binding on
         that Borrower or any of its assets.

9.9      NO WITHHOLDING TAXES. All payments which each Borrower is liable to
         make under the Finance Documents to which it is a party may be made
         without deduction or withholding for or on account of any tax payable
         under any law of any Pertinent Jurisdiction.

9.10     NO DEFAULT. No Event of Default or Potential Event of Default has
         occurred and is continuing.

9.11     INFORMATION. All information which has been provided in writing by or
         on behalf of the Borrowers or any Security Party to the Lender in
         connection with any Finance Document satisfied the requirements of
         Clause 10.5; all audited and unaudited accounts which have been so
         provided satisfied the requirements of Clause 10.7; and there has been
         no material adverse change in the financial position or state of
         affairs of any Borrower from that disclosed in the latest of those
         accounts.

9.12     NO LITIGATION. No legal or administrative action involving any Borrower
         (including, in the case of each Shipowner, action relating to any
         alleged or actual breach of the ISM Code or the ISPS Code) has been
         commenced or taken or, to any Borrower's knowledge, is likely to be
         commenced or taken.


                                       27



9.13     VALIDITY AND COMPLETENESS OF MOAS AND BAREBOAT CHARTERS. Each MOA and
         each Bareboat Charter constitutes valid, binding and enforceable
         obligations of the parties thereto respectively in accordance with
         their terms; and:

(a)      each copy of an MOA and a Bareboat Charter delivered to the Lender
         before the date of this Agreement is a true and complete copy of such
         MOA or, as the case may be, such Bareboat Charter (including, without
         limitation, any addenda thereto); and

(b)      no amendments or additions to any MOA or any Bareboat Charter have been
         agreed nor has any party to an MOA or a Bareboat Charter waived any of
         its rights under an MOA or a Bareboat Charter.

9.14     NO REBATES ETC. There is no agreement or understanding to allow or pay
         any rebate, premium, commission, discount or other benefit or payment
         (howsoever described) to any Buyer, any Seller or any third party in
         connection with the purchase by a Buyer of a Ship other than as
         disclosed to the Lender in writing on or prior to the date of this
         Agreement.

9.15     COMPLIANCE WITH CERTAIN UNDERTAKINGS. At the date of this Agreement,
         the Borrowers are in compliance with Clauses 10.2, 10.4, 10.9 and
         10.13.

9.16     TAXES PAID. Each Borrower has paid all taxes applicable to, or imposed
         on or in relation to that Borrower, its business and, in the case of a
         Borrower which is a Shipowner, the Ship owned by it.

9.17     ISM CODE AND ISPS CODE COMPLIANCE. All requirements of the ISM Code and
         the ISPS Code as they relate to the Shipowners, the Approved Manager,
         each Bareboat Charterer and each Ship have been complied with.

10       GENERAL UNDERTAKINGS

10.1     GENERAL. Each Borrower undertakes with the Lender to comply, or, in the
         case of Clauses 10.17 and 10.18, procure the compliance by the Holding
         Company, with the following provisions of this Clause 10 at all times
         during the Security Period, except as the Lender may otherwise permit
         (such permission not to be unreasonably withheld).

10.2     TITLE; NEGATIVE PLEDGE.  Each Shipowner will:

(a)      hold the legal title to, and own the entire beneficial interest in the
         Ship owned by it, her Insurances and Earnings, free from all Security
         Interests and other interests and rights of every kind, except for
         those created by the Finance Documents and the effect of assignments
         contained in the Finance Documents and except for Permitted Security
         Interests; and

(b)      not create or permit to arise any Security Interest (except for
         Permitted Security Interests) over any other asset, present or future
         including, but not limited to, the Borrowers' rights against the Lender
         under the Master Agreement or all or any part of the Borrowers'
         interest in any amount payable to the Borrowers by the Lender under the
         Master Agreement.

10.3     NO DISPOSAL OF ASSETS. No Borrower will transfer, lease or otherwise
         dispose of:

(a)      all or a substantial part of its assets, whether by one transaction or
         a number of transactions, whether related or not; or


                                       28



(b)      any debt payable to it or any other right (present, future or
         contingent right) to receive a payment, including any right to damages
         or compensation.

10.4     NO OTHER LIABILITIES OR OBLIGATIONS TO BE INCURRED. No Borrower will
         incur any liability or obligation except liabilities and obligations:

(a)      under the Finance Documents to which it is a party;

(b)      in the case of a Buyer, pursuant to the MOA to which it is a party;

(c)      in the case of a Borrower whose Ship is subject to a Bareboat Charter,
         pursuant to the Bareboat Charter to which it is a party;

(d)      in the case of each Shipowner, liabilities or obligations reasonably
         incurred in the ordinary course of operating and chartering the Ship
         owned by it; and

(e)      in the case of the Holding Company liabilities or obligations
         reasonably incurred in the ordinary course of its business.

10.5     INFORMATION PROVIDED TO BE ACCURATE. All financial and other
         information which is provided in writing by or on behalf of a Borrower
         under or in connection with any Finance Document will be true and not
         misleading and will not omit any material fact or consideration.

10.6     PROVISION OF FINANCIAL STATEMENTS. The Borrowers will send to the
         Lender:

(a)      as soon as possible, but in no event later than 180 days after the end
         of each financial year of the Holding Company, the audited consolidated
         accounts of the Group; and

(b)      as soon as possible, but in no event later than 90 days after the end
         of each half year in each financial year of the Holding Company, the
         unaudited management accounts of the Group in a format approved by the
         Lender, which are certified as to their correctness by the chief
         financial officer of the Holding Company,

         in each case together with a certificate signed by the chief financial
         officer of the Holding Company confirming that the Holding Company is
         as at the date of that certificate in compliance with the financial
         covenants specified in Clauses 10.17 and 10.18 and that the Asset Cover
         Ratio is until 30 June 2009, above 1.25:1 and, at all times thereafter,
         above 1.30:1.

10.7     FORM OF FINANCIAL STATEMENTS. All accounts (audited and unaudited)
         delivered under Clause 10.6 will:

(a)      be prepared in accordance with all applicable laws and generally
         accepted accounting principles consistently applied;

(b)      give a true and fair view of the state of affairs of the relevant
         parties at the date of those accounts and of their profit for the
         period to which those accounts relate; and

(c)      fully disclose or provide for all significant liabilities of the Group.

10.8     SHAREHOLDER AND CREDITOR NOTICES. Each Borrower will send to the
         Lender, at the same time as they are despatched, copies of all
         communications which are despatched to that Borrower's shareholders or
         creditors or any class of them.


                                       29



10.9     CONSENTS. Each Borrower will maintain in force and promptly obtain or
         renew, and will promptly send certified copies to the Lender of, all
         consents required:

(a)      for that Borrower to perform its obligations under any Finance Document
         and any MOA to which it is a party;

(b)      for the validity or enforceability of any Finance Document to which it
         is a party; and

(c)      if that Borrower is a Shipowner, for that Borrower to continue to own
         and operate the Ship owned by it, and

(d)      if that Borrower is a party to a Bareboat Charter, for it to continue
         to perform its obligations under the Bareboat Charter to which it is a
         party,

         and that Borrower will comply with the terms of all such consents.

10.10    MAINTENANCE OF SECURITY INTERESTS. Each Borrower will:

(a)      at its own cost, do all that it reasonably can to ensure that any
         Finance Document validly creates the obligations and the Security
         Interests which it purports to create; and

(b)      without limiting the generality of paragraph (a), at its own cost,
         promptly register, file, record or enrol any Finance Document with any
         court or authority in all Pertinent Jurisdictions, pay any stamp,
         registration or similar tax in all Pertinent Jurisdictions in respect
         of any Finance Document, give any notice or take any other step which
         may be or has become necessary or desirable for any Finance Document to
         be valid, enforceable or admissible in evidence or to ensure or protect
         the priority of any Security Interest which it creates.

10.11    NOTIFICATION OF LITIGATION. Each Borrower will provide the Lender with
         details of any legal or administrative action involving that Borrower,
         any Security Party, the Approved Manager or, in the case of each
         Shipowner, the Ship owned by it, her Earnings or her Insurances and, in
         the case of each of Industrial, Ventspils, Semichlaus, Oxford and
         Energetic, the relevant Bareboat Charterer, as soon as such action is
         instituted or it becomes apparent to that Borrower that it is likely to
         be instituted, unless it is clear that the legal or administrative
         action cannot be considered material in the context of any Finance
         Document.

10.12    NO AMENDMENT TO MOA OR BAREBOAT CHARTER. No Borrower will agree to any
         amendment or supplement to, or waive or fail to enforce, the MOA or the
         Bareboat Charter to which it is a party or any of its provisions.

10.13    PRINCIPAL PLACE OF BUSINESS. Each Borrower will maintain its place of
         business, and keep its corporate documents and records, at the address
         stated in Clause 27.2; and no Borrower will establish, or do anything
         as a result of which it would be deemed to have, a place of business in
         the United Kingdom or the United States of America.

10.14    CONFIRMATION OF NO DEFAULT. Each Borrower will, within 2 Business Days
         after service by the Lender of a written request, serve on the Lender a
         notice which is signed by the director of that Borrower and which:

(a)      states that no Event of Default or Potential Event of Default has
         occurred; or

(b)      states that no Event of Default or Potential Event of Default has
         occurred, except for a specified event or matter, of which all material
         details are given.


                                       30



10.15    NOTIFICATION OF DEFAULT. Each Borrower will notify the Lender as soon
         as that Borrower becomes aware of:

(a)      the occurrence of an Event of Default or a Potential Event of Default;
         or

(b)      any matter which indicates that an Event of Default or a Potential
         Event of Default may have occurred,

         and will keep the Lender fully up-to-date with all developments.

10.16    PROVISION OF FURTHER INFORMATION. Each Borrower will, as soon as
         practicable after receiving the request, provide the Lender with any
         additional financial or other information relating:

(a)      any Borrower, any Ship, any Earnings, or any Insurances or either
         Bareboat Charterer; or

(b)      to any other matter relevant to, or to any provision of, a Finance
         Document,

         which may be requested by the Lender at any time.

10.17    MINIMUM CASH BALANCE. For the duration of the Security Period, the
         members of the Group will maintain cash deposits with the Lender, free
         of Security Interests except in favour of the Lender pursuant to this
         Agreement and the other Finance Documents (but excluding any monies
         transferred to the Retention Account pursuant to Clause 17.3), in
         aggregate equal to not less than the amount of interest accruing (or
         estimated by the Lender to accrue) on the Loan during the 6-month
         period commencing on the date on which such determination is made.

10.18    FINANCIAL UNDERTAKINGS. The Holding Company shall ensure that at all
         times throughout the Security Period:

(a)      the ratio of Net Total Debt to Total Market Adjusted Assets shall not
         be more then 0.8:1; and

(b)      the ratio of EBITDA to Interest Expenses for the 6 months preceeding
         such time shall be greater than or equal to 2.5:1.

11       CORPORATE UNDERTAKINGS

11.1     GENERAL. Each Borrower also undertakes with the Lender to comply with
         the following provisions of this Clause 11 at all times during the
         Security Period except as the Lender may otherwise permit (such
         permission not to be unreasonably withheld).

11.2     MAINTENANCE OF STATUS. Each Borrower will maintain its separate
         corporate existence and remain in good standing under the laws of its
         place of incorporation indicated in Schedule 2.

11.3     NEGATIVE UNDERTAKINGS. No Borrower will:

(a)      carry on any business other than, in the case of a Shipowner, the
         ownership, chartering and operation of the Ship owned by it and, in the
         case of the Holding Company, investing in companies which own or are to
         acquire LPG carriers or other types of ocean-going vessels which are
         used to transport petroleum, petrochemical gas products or liquefied
         natural gas; or


                                       31



(b)      pay any dividend or make any other form of distribution or effect any
         form of redemption, purchase or return of share capital except in
         accordance with Clause 11.4; or

(c)      provide any form of credit or financial assistance to:

         (i)      a person who is directly or indirectly interested in that
                  Borrower's share or loan capital; or

         (ii)     any company in or with which such a person is directly or
                  indirectly interested or connected,

         or enter into any transaction with or involving such a person or
         company on terms which are, in any respect, less favourable to that
         Borrower than those which it could obtain in a bargain made at arms'
         length;

(d)      open or maintain any account with any bank or financial institution
         except (i) accounts with the Lender for the purposes of the Finance
         Documents if that Borrower is a Shipowner, (ii) accounts with any other
         bank or financial institution notified in writing to the Lender in the
         case of the Holding Company and (iii) the existing account opened by
         Geneve and held in its name with Alpha Bank,

         PROVIDED THAT the exemption set out in sub-paragraph (iii) of this
         Clause 11.3(d) shall be without prejudice to the obligations of Geneve
         under Clause 17.1;

(e)      issue, allot or grant any person a right to any shares in its capital
         or repurchase or reduce its issued share capital;

(f)      acquire any shares or other securities other than US or UK Treasury
         bills and certificates of deposit issued by major North American or
         European banks, or enter into any transaction in a derivative; or

(g)      enter into any form of amalgamation, merger or de-merger or any form of
         reconstruction or reorganisation.

11.4     PAYMENT OF DIVIDENDS. Subject to no Event of Default having occurred,
         the Borrowers may in any financial year, declare and pay by way of
         dividends an amount of up to 50 per cent. of the Excess Cash Flow of
         the Group for that financial year.

12       INSURANCE

12.1     GENERAL. Each Borrower also undertakes with the Lender to comply, or as
         the case may be, procure compliance, with the following provisions of
         this Clause 12 at all times during the Security Period except as the
         Lender may otherwise permit.

12.2     MAINTENANCE OF OBLIGATORY INSURANCES. Each Shipowner shall keep the
         Ship owned by it insured at the expense of that Shipowner against:

(a)      fire and usual marine risks (including hull and machinery and excess
         risks);

(b)      war risks;

(c)      protection and indemnity risks; and

(d)      any other risks against which the Lender considers, having regard to
         practices and other circumstances prevailing at the relevant time, it
         would in the opinion of the Lender be


                                       32



         reasonable for that Shipowner to insure and which are specified by the
         Lender by notice to that Shipowner.

12.3     TERMS OF OBLIGATORY INSURANCES. Each Shipowner shall effect such
         insurances:

(a)      in Dollars;

(b)      in the case of fire and usual marine risks and war risks, in an amount
         on an agreed value basis at least the greater of (i) such amount, which
         when aggregated with the amount for which any other Ship then subject
         to a Mortgage is insured, is equal to 130 per cent. of the aggregate of
         the Loan and the Swap Exposure and (ii) the market value of the Ship
         owned by it; and

(c)      in the case of oil pollution liability risks, for an aggregate amount
         equal to the highest level of cover from time to time available under
         basic protection and indemnity club entry (with the international group
         of protection and indemnity clubs) and in the international marine
         insurance market (currently $1,000,000,000);

(d)      in relation to protection and indemnity risks in respect of the full
         tonnage of the Ship owned by it;

(e)      on approved terms; and

(f)      through approved brokers and with approved insurance companies and/or
         underwriters or, in the case of war risks and protection and indemnity
         risks, in approved war risks and protection and indemnity risks
         associations.

12.4     FURTHER PROTECTIONS FOR THE LENDER. In addition to the terms set out in
         Clause 12.3, each Shipowner shall procure that the obligatory
         insurances shall:

(a)      name (or be amended to name) the Lender as mortgagee of the relevant
         Ship, but without the Lender thereby being liable to pay (but having
         the right to pay) premiums, calls or other assessments in respect of
         such insurance;

(b)      name the Lender as loss payee with such directions for payment as the
         Lender may specify;

(c)      provide that all payments by or on behalf of the insurers under the
         obligatory insurances to the Lender shall be made without set-off,
         counterclaim or deductions or condition whatsoever;

(d)      provide that such obligatory insurances shall be primary without right
         of contribution from other insurances which may be carried by the
         Lender;

(e)      provide that the Lender may make proof of loss if any of the Shipowners
         fail to do so.

12.5     RENEWAL OF OBLIGATORY INSURANCES. Each Shipowner shall:

(a)      at least 7 days before the expiry of any obligatory insurance effected
         by it:

         (i)      notify the Lender of the brokers (or other insurers) and any
                  protection and indemnity or war risks association through or
                  with whom that Borrower proposes to renew that obligatory
                  insurance and of the proposed terms of renewal; and

         (ii)     obtain the Lender's approval to the matters referred to in
                  paragraph (i);


                                       33



(b)      at least 7 days before the expiry of any obligatory insurance effected
         by it, renew that obligatory insurance in accordance with the Lender's
         approval pursuant to paragraph (a); and

(c)      procure that the approved brokers and/or the war risks and protection
         and indemnity associations with which such a renewal is effected shall
         promptly after the renewal notify the Lender in writing of the terms
         and conditions of the renewal.

12.6     COPIES OF POLICIES; LETTERS OF UNDERTAKING. Each Shipowner shall ensure
         that all approved brokers provide the Lender with copies of all
         policies relating to the obligatory insurances which they are to effect
         or renew and of a letter or letters or undertaking in a form required
         by the Lender and including undertakings by the approved brokers that:

(a)      they will have endorsed on each policy, immediately upon issue, a loss
         payable clause and a notice of assignment complying with the provisions
         of Clause 12.4;

(b)      they will hold such policies, and the benefit of such insurances, to
         the order of the Lender in accordance with the said loss payable
         clause;

(c)      they will advise the Lender immediately of any material change to the
         terms of the obligatory insurances;

(d)      they will notify the Lender, not less than 14 days before the expiry of
         the obligatory insurances, in the event of their not having received
         notice of renewal instructions from that Shipowner or its agents and,
         in the event of their receiving instructions to renew, they will
         promptly notify the Lender of the terms of the instructions; and

(e)      they will not set off against any sum recoverable in respect of a claim
         relating to the Ship owned by that Shipowner under such obligatory
         insurances any premiums or other amounts due to them or any other
         person whether in respect of that Ship or otherwise, they waive any
         lien on the policies, or any sums received under them, which they might
         have in respect of such premiums or other amounts, and they will not
         cancel such obligatory insurances by reason of non-payment of such
         premiums or other amounts, and will arrange for a separate policy to be
         issued in respect of that Ship forthwith upon being so requested by the
         Lender.

12.7     COPIES OF CERTIFICATES OF ENTRY. Each Shipowner shall ensure that any
         protection and indemnity and/or war risks associations in which the
         Ship owned by it is entered provides the Lender with:

(a)      a certified copy of the certificate of entry for that Ship;

(b)      a letter or letters of undertaking in such form as may be required by
         the Lender; and

(c)      a certified copy of each certificate of financial responsibility for
         pollution by oil or other Environmentally Sensitive Material issued by
         the relevant certifying authority in relation to that Ship,

         PROVIDED THAT if any protection and indemnity and/or war risks
         associations in which a Ship is entered does not provide the Lender
         with a certified copy of the certificate of entry for that Ship, the
         Shipowner which owns that Ship shall provide the Lender with a
         certified copy of the certificate of entry for the Ship.


                                       34



12.8     DEPOSIT OF ORIGINAL POLICIES. Each Shipowner shall ensure that all
         policies relating to obligatory insurances effected by it are deposited
         with the approved brokers through which the insurances are effected or
         renewed.

12.9     PAYMENT OF PREMIUMS. Each Shipowner shall punctually pay all premiums
         or other sums payable in respect of the obligatory insurances effected
         by it and produce all relevant receipts when so required by the Lender.

12.10    GUARANTEES. Each Shipowner shall ensure that any guarantees required by
         a protection and indemnity or war risks association are promptly issued
         and remain in full force and effect.

12.11    COMPLIANCE WITH TERMS OF INSURANCES. No Shipowner shall do nor omit to
         do (nor permit to be done or not to be done) any act or thing which
         would or might render any obligatory insurance invalid, void, voidable
         or unenforceable or render any sum payable under an obligatory
         insurance repayable in whole or in part; and, in particular:

(a)      each Shipowner shall take all necessary action and comply with all
         requirements which may from time to time be applicable to the
         obligatory insurances, and (without limiting the obligation contained
         in Clause 12.7(c)) ensure that the obligatory insurances are not made
         subject to any exclusions or qualifications to which the Lender has not
         given its prior approval;

(b)      no Shipowner shall make any changes relating to the classification or
         classification society or manager or operator of the Ship owned by it
         approved by the underwriters of the obligatory insurances;

(c)      each Shipowner shall make (and promptly supply copies to the Lender of)
         all quarterly or other voyage declarations which may be required by the
         protection and indemnity risks association in which the Ship owned by
         it is entered to maintain cover for trading to the United States of
         America and Exclusive Economic Zone (as defined in the United States
         Oil Pollution Act 1990 or any other applicable legislation); and

(d)      no Shipowner shall employ the Ship owned by it, nor allow it to be
         employed, otherwise than in conformity with the terms and conditions of
         the obligatory insurances, without first obtaining the consent of the
         insurers and complying with any requirements (as to extra premium or
         otherwise) which the insurers specify.

12.12    ALTERATION TO TERMS OF INSURANCES. No Shipowner shall either make or
         agree to any alteration to the terms of any obligatory insurance nor
         waive any right relating to any obligatory insurance.

12.13    SETTLEMENT OF CLAIMS. No Shipowner shall settle, compromise or abandon
         any claim under any obligatory insurance for Total Loss or for a Major
         Casualty, and shall do all things necessary and provide all documents,
         evidence and information to enable the Lender to collect or recover any
         moneys which at any time become payable in respect of the obligatory
         insurances.

12.14    PROVISION OF COPIES OF COMMUNICATIONS. Each Shipowner shall provide the
         Lender, promptly following the Lender's request, with copies of all
         written communications between that Shipowner and:

(a)      the approved brokers; and

(b)      the approved protection and indemnity and/or war risks associations;
         and


                                       35



(c)      the approved insurance companies and/or underwriters, which relate
         directly or indirectly to:

         (i)      that Shipowner's obligations relating to the obligatory
                  insurances including, without limitation, all requisite
                  declarations and payments of additional premiums or calls; and

         (ii)     any credit arrangements made between that Shipowner and any of
                  the persons referred to in paragraphs (a) or (b) relating
                  wholly or partly to the effecting or maintenance of the
                  obligatory insurances.

12.15    PROVISION OF INFORMATION. In addition, each Shipowner shall promptly
         provide the Lender (or any persons which it may designate) with any
         information which the Lender (or any such designated person) requests
         for the purpose of:

(a)      obtaining or preparing any report from an independent marine insurance
         broker as to the adequacy of the obligatory insurances effected or
         proposed to be effected; and/or

(b)      effecting, maintaining or renewing any such insurances as are referred
         to in Clause 12.16 below or dealing with or considering any matters
         relating to any such insurances,

         and the Shipowners shall, forthwith upon demand, indemnify the Lender
         in respect of all fees and other expenses incurred by or for the
         account of the Lender in connection with any such report as is referred
         to in paragraph (a).

12.16    MORTGAGEE'S INTEREST AND ADDITIONAL PERILS INSURANCES. The Lender shall
         be entitled from time to time to effect, maintain and renew a
         mortgagee's interest additional perils insurance in respect of any
         Ship, a mortgagee's political risks insurance and a mortgagee's
         interest marine insurance in such amounts, on such terms, through such
         insurers and generally in such manner as the Lender may from time to
         time consider appropriate and the Borrowers shall upon demand fully
         indemnify the Lender in respect of all premiums and other expenses
         which are incurred in connection with or with a view to effecting,
         maintaining or renewing any such insurance or dealing with, or
         considering, any matter arising out of any such insurance.

13       SHIP COVENANTS

13.1     GENERAL. Each Borrower also undertakes with the Lender to comply with,
         or to procure compliance with (as the case may be), with the following
         provisions of this Clause 13 at all times during the Security Period,
         except as the Lender may otherwise permit.

13.2     SHIP'S NAME AND REGISTRATION. Each Shipowner shall keep the Ship owned
         by it registered in its name at the ship registry and port indicated in
         Schedule 3, shall not do or allow to be done anything as a result of
         which such registration might be cancelled or imperilled; and shall not
         change the name or port of registry of the Ship owned by it.

13.3     REPAIR AND CLASSIFICATION. Each Shipowner shall keep the Ship owned by
         it in a good and safe condition and state of repair:

(a)      consistent with first-class ship ownership and management practice;

(b)      so as to maintain that Ship's present class (namely that indicated in
         Schedule 3) free of overdue recommendations and conditions affecting
         the Ship's class; and


                                       36



(c)      so as to comply with all laws and regulations applicable to vessels
         registered at ports in the flag state relevant to that Ship or to
         vessels trading to any jurisdiction to which that Ship may trade from
         time to time, including but not limited to the ISM Code and the ISPS
         Code.

13.4     MODIFICATION. No Shipowner shall make or allow any modification or
         repairs to, or replacement of, any Ship or equipment installed on the
         Ship which would or might materially alter the structure, type or
         performance characteristics of any Ship or materially reduce its value.

13.5     REMOVAL OF PARTS. No Shipowner shall remove or allow the removal of any
         material part of any Ship, or any item of equipment installed on any
         Ship, unless the part or item so removed is forthwith replaced by a
         suitable part or item which is in the same condition as or better
         condition than the part or item removed, is free from any Security
         Interest or any right in favour of any person other than the Lender and
         becomes on installation on the relevant Ship the property of the
         relevant Shipowner and subject to the security constituted by the
         relevant Mortgage PROVIDED THAT a Shipowner may install equipment owned
         by a third party if the equipment can be removed without any risk of
         damage to the Ship owned by it.

13.6     SURVEYS. Each Shipowner shall submit the Ship owned by it regularly to
         all periodical or other surveys which may be required for
         classification purposes and, if so required by the Lender provide the
         Lender, with copies of all survey reports.

13.7     INSPECTION. Each Shipowner shall permit the Lender (by surveyors or
         other persons appointed by it for that purpose) to board the Ship owned
         by it at all reasonable times to inspect its condition or to satisfy
         themselves about proposed or executed repairs and shall afford all
         proper facilities for such inspections.

13.8     PREVENTION OF AND RELEASE FROM ARREST. Each Shipowner shall promptly
         discharge:

(a)      all liabilities which give or may give rise to maritime or possessory
         liens on or claims enforceable against the Ship owned by it, her
         Earnings or her Insurances;

(b)      all taxes, dues and other amounts charged in respect of the Ship owned
         by it, her Earnings or her Insurances; and

(c)      all other outgoings whatsoever in respect of the Ship owned by it, her
         Earnings or her Insurances,

         and, forthwith upon receiving notice of the arrest of the Ship owned by
         it, or of its detention in exercise or purported exercise of any lien
         or claim, that Borrower shall procure its release by providing bail or
         otherwise as the circumstances may require.

13.9     COMPLIANCE WITH LAWS ETC. Each Shipowner shall:

(a)      comply, or procure compliance with the ISM Code, the ISPS Code, all
         Environmental Laws and all other laws or regulations relating to the
         Ship owned by it, its ownership, operation and management or to the
         business of that Shipowner;

(b)      not employ the Ship owned by it nor allow its employment in any manner
         contrary to any law or regulation in any relevant jurisdiction
         including but not limited to the ISM Code and the ISPS Code; and


                                       37



(c)      in the event of hostilities in any part of the world (whether war is
         declared or not), not cause or permit the Ship owned by it to enter or
         trade to any zone which is declared a war zone by any government or by
         the Ship's war risks insurers unless the prior written consent of the
         Lender has been given and that Shipowner has (at its expense) effected
         any special, additional or modified insurance cover which the Lender
         may require.

13.10    PROVISION OF INFORMATION. Each Borrower shall promptly provide the
         Lender with any information which it requests regarding:

(a)      the Ship owned by it, its employment, position and engagements;

(b)      the Earnings and payments and amounts due to the master and crew of the
         Ship owned by it;

(c)      any expenses incurred, or likely to be incurred, in connection with the
         operation, maintenance or repair of the Ship owned by it and any
         payments made in respect of that Ship;

(d)      any towages and salvages;

(e)      its compliance, the Approved Manager's compliance, the compliance of
         the Ship owned by it and (in the case of each Ship which is, or will be
         subject to, a Bareboat Charter), the relevant Bareboat Charterer's
         compliance, with the ISM Code and the ISPS Code,

         and, upon the Lender's request, provide copies of any current charter
         relating to the Ship owned by it, of any current charter guarantee and
         of the Document of Compliance and the International Ship Security
         Certificate in respect of the Ship.

13.11    NOTIFICATION OF CERTAIN EVENTS. Each Shipowner shall immediately notify
         the Lender by fax, confirmed forthwith, by letter of:

(a)      any casualty which is or is likely to be or to become a Major Casualty;

(b)      any occurrence as a result of which the Ship owned by it has become or
         is, by the passing of time or otherwise, likely to become a Total Loss;

(c)      any requirement or recommendation made by any insurer or classification
         society or by any competent authority which is not immediately complied
         with;

(d)      any arrest or detention of the Ship owned by it, any exercise or
         purported exercise of any lien on that Ship or its Earnings or any
         requisition of that Ship for hire;

(e)      any intended dry docking of the Ship owned by it;

(f)      any Environmental Claim made against that Shipowner or in connection
         with the Ship owned by it, or any Environmental Incident;

(g)      any claim for breach of the ISM Code or the ISPS Code being made
         against that Shipowner, the Approved Manager or a Bareboat Charterer
         (as the case may be) or otherwise in connection with the Ship owned by
         it; or

(h)      any other matter, event or incident, actual or threatened, the effect
         of which will or could lead to the ISM Code or the ISPS Code not being
         complied with,


                                       38



         and that Shipowner shall keep the Lender advised in writing on a
         regular basis and in such detail as the Lender shall require of that
         Shipowner's, the Approved Manager's, a Bareboat Charterer's or any
         other person's response to any of those events or matters.

13.12    RESTRICTIONS ON CHARTERING, APPOINTMENT OF MANAGERS ETC. No Shipowner
         shall, in relation to the Ship owned by it:

(a)      other than, in the case of each of "BIRGIT KOSAN", "GAS ARCTIC", "GAS
         ICE", "SIR IVOR" and "LYNE" pursuant to the relevant Bareboat Charter,
         let that Ship on demise charter for any period;

(b)      other than, in the case of "GAS NEMESIS", the Gas Nemesis Time
         Charterparty, enter into any time or consecutive voyage charter in
         respect of that Ship for a term which exceeds, or which by virtue of
         any optional extensions may exceed, 13 months;

(c)      enter into any charter in relation to that Ship under which more than 2
         months' hire (or the equivalent) is payable in advance;

(d)      charter that Ship otherwise than on bona fide arm's length terms at the
         time when that Ship is fixed;

(e)      appoint a manager of that Ship other than the Approved Manager or agree
         to any alteration to the terms of the Approved Manager's appointment;

(f)      de-activate or lay up that Ship; or

(g)      put that Ship into the possession of any person for the purpose of work
         being done upon her in an amount exceeding or likely to exceed $500,000
         (or the equivalent in any other currency) unless that person has first
         given to the Lender and in terms satisfactory to it a written
         undertaking not to exercise any lien on that Ship or the Earnings for
         the cost of such work or any other reason.

13.13    NOTICE OF MORTGAGE. Each Shipowner shall:

(a)      keep the relevant Mortgage registered against the Ship owned by it as a
         valid first priority or first preferred mortgage; and

(b)      carry on board that Ship a certified copy of the relevant Mortgage and
         place and maintain in a conspicuous place in the navigation room and
         the Master's cabin of that Ship a framed printed notice stating that
         that Ship is mortgaged by that Shipowner to the Lender.

13.14    SHARING OF EARNINGS. No Borrower shall enter into any agreement or
         arrangement for the sharing of any Earnings.

13.15    TIME CHARTER ASSIGNMENT. If any Borrower enters into any Charter
         (subject to obtaining the consent of the Lender in accordance with
         Clause 13.12(b)), the relevant Borrower shall, at the request of the
         Lender, execute in favour of the Lender a Charter Assignment in
         relation to such Charter, and shall deliver to the Lender such other
         documents equivalent to those referred to at paragraphs 3, 4 and 5 of
         Part A of Schedule 4 hereof as the Lender may require.

13.16    COMPLIANCE WITH INSURANCE AND SHIP COVENANTS. Each of Industrial,
         Ventspils, Semichlaus, Oxford and Energetic shall procure the
         performance by Unigas Kosan, Finaval and Petredec respectively of all
         the covenants and undertakings to be observed, performed and complied
         with, by or on behalf of each of Industrial, Ventspils,


                                       39



         Semichlaus, Oxford and Energetic respectively under Clause 12 (other
         than Clause 12.16) and Clause 13 and, to the extent that each Bareboat
         Charterer duly performs and discharges its obligations set out in this
         Clause 13.16 or to the further extent that each Bareboat Charterer, by
         its performance of the relevant Bareboat Charter, performs and
         discharges further obligations of Industrial, Ventspils, Semichlaus,
         Energetic and Baroness (as the case may be) contained in the Finance
         Documents, then such performance and discharge shall, to that extent,
         be deemed due performance and discharge of Industrial's, Ventspils',
         Semichlaus', Oxford's and Energetic's obligations (as the case may be)
         under the Finance Documents.

14       SECURITY COVER

14.1     MINIMUM REQUIRED SECURITY COVER. Clause 14.2 applies if the Lender
         notifies the Borrowers that the Asset Cover Ratio is below:

(a)      at any time on or prior to 30 June 2009, 1.25 to 1; and

(b)      at all times thereafter, 1.3 to 1.

14.2     PROVISION OF ADDITIONAL SECURITY; PREPAYMENT. If the Lender serves a
         notice on the Borrowers under Clause 14.1, the Borrowers shall, within
         1 month after the date on which the Lender's notice is served, either:

(a)      provide, or ensure that a third party provides, additional security
         which, in the reasonable opinion of the Lender, has a net realisable
         value at least equal to the shortfall in the Asset Cover Ratio and is
         documented in such terms as the Lender may approve or require; or

(b)      prepay such part (at least) of the Loan as will eliminate the shortfall
         in the Asset Cover Ratio.

14.3     VALUATION OF SHIPS. The market value of a Ship at any date is that
         shown by the arithmetic average of two valuations, each prepared:

(a)      as at a date not more than 14 days previously;

(b)      by an independent sale and purchase shipbroker which the Lender has
         approved or appointed for the purpose;

(c)      with or without physical inspection of the Ship (as the Lender may
         require);

(d)      on the basis of a sale for prompt delivery for cash on normal arm's
         length commercial terms as between a willing seller and a willing
         buyer, free of any existing charter or other contract of employment;
         and

(e)      after deducting the estimated amount of the usual and reasonable
         expenses which would be incurred in connection with the sale.

14.4     VALUE OF ADDITIONAL VESSEL SECURITY. The net realisable value of any
         additional security which is provided under Clause 14.2 and which
         consists of a Security Interest over a vessel shall be that shown by a
         valuation complying with the requirements of Clause 14.3.

14.5     VALUATIONS BINDING. Any valuation under Clause 14.2, 14.3 or 14.4 shall
         be binding and conclusive as regards the Borrowers, as shall be any
         valuation which the Lender makes of any additional security which does
         not consist of or include a Security Interest.


                                       40



14.6     PROVISION OF INFORMATION. The Borrowers shall promptly provide the
         Lender and any shipbroker or expert acting under Clause 14.3 or 14.4
         with any information which the Lender or the shipbroker or expert may
         request for the purposes of the valuation; and, if the Borrowers fail
         to provide the information by the date specified in the request, the
         valuation may be made on any basis and assumptions which the shipbroker
         or the Lender (or the expert appointed by it) considers prudent.

14.7     PAYMENT OF VALUATION EXPENSES. Without prejudice to the generality of
         the Borrowers' obligations under Clauses 19.2, 19.3 and 20.3, the
         Borrowers shall, on demand, pay the Lender the amount of the fees and
         expenses of any shipbroker or expert instructed by the Lender under
         this Clause and all legal and other expenses incurred by the Lender in
         connection with any matter arising out of this Clause.

14.8     APPLICATION OF PREPAYMENT. Clause 7 shall apply in relation to any
         prepayment pursuant to Clause 14.2(b).

15       PAYMENTS AND CALCULATIONS

15.1     CURRENCY AND METHOD OF PAYMENTS. All payments to be made by any
         Borrower to the Lender under a Finance Document shall be made to the
         Lender:

(a)      by not later than 11.00 a.m. (New York City time) on the due date;

(b)      in same day Dollar funds settled through the New York Clearing House
         Interbank Payments System (or in such other Dollar funds and/or settled
         in such other manner as the Lender shall specify as being customary at
         the time for the settlement of international transactions of the type
         contemplated by this Agreement); and

(c)      to the account of the Lender (SWIFT address: GEBAGRAA) with Fortis Bank
         N.V./S.A., Brussels (account number 291-1176465-49-USD-0; SWIFT
         address: GEBABEBB36A) through its US correspondent bank, JPMorgan Chase
         Bank, New York City (SWIFT address: CHASEUS33) or to such other account
         with such other bank as the Lender may from time to time notify to the
         Borrowers.

15.2     PAYMENT ON NON-BUSINESS DAY. If any payment by any Borrower under a
         Finance Document would otherwise fall due on a day which is not a
         Business Day:

(a)      the due date shall be extended to the next succeeding Business Day; or

(b)      if the next succeeding Business Day falls in the next calendar month,
         the due date shall be brought forward to the immediately preceding
         Business Day,

         and interest shall be payable during any extension under paragraph (a)
         at the rate payable on the original due date.

15.3     BASIS FOR CALCULATION OF PERIODIC PAYMENTS. All interest and any other
         payments under any Finance Document which are of an annual or periodic
         nature shall accrue from day to day and shall be calculated on the
         basis of the actual number of days elapsed and a 360 day year.

15.4     LENDER ACCOUNTS. The Lender shall maintain an account showing the
         amounts advanced by the Lender and all other sums owing to the Lender
         from the Borrowers and each Security Party under the Finance Documents
         and all payments in respect of those amounts made by the Borrowers and
         any Security Party.


                                       41



15.5     ACCOUNTS PRIMA FACIE EVIDENCE. If the account maintained under Clauses
         15.4 shows an amount to be owing by a Borrower or a Security Party to
         the Lender, that account shall be prima facie evidence that that amount
         is owing to the Lender.

16       APPLICATION OF RECEIPTS

16.1     NORMAL ORDER OF APPLICATION. Except as any Finance Document may
         otherwise provide, any sums which are received or recovered by the
         Lender under or by virtue of any Finance Document shall be applied:

(a)      FIRST: in or towards satisfaction of any amounts then due and payable
         under the Finance Documents (or any of them) in such order of
         application and/or such proportions as the Lender may specify by notice
         to the Borrowers and the Security Parties;

(b)      SECONDLY: in retention of an amount equal to any amount not then due
         and payable under any Finance Document but which the Lender, by notice
         to the Borrowers and the Security Parties, states in its opinion will
         or may become due and payable in the future and, upon those amounts
         becoming due and payable, in or towards satisfaction of them in
         accordance with the provisions of this Clause; and

(c)      THIRDLY: any surplus shall be paid to the Borrowers or to any other
         person appearing to be entitled to it.

16.2     VARIATION OF ORDER OF APPLICATION. The Lender may, at its reasonable
         discretion, by notice to the Borrowers and the Security Parties,
         provide for a different manner of application from that set out in
         Clause 16.1 either as regards a specified sum or sums or as regards
         sums in a specified category or categories.

16.3     NOTICE OF VARIATION OF ORDER OF APPLICATION. The Lender may give
         notices under Clause 16.2 from time to time; and such a notice may be
         stated to apply not only to sums which may be received or recovered in
         the future, but also to any sum which has been received or recovered on
         or after the third Business Day before the date on which the notice is
         served.

16.4     APPROPRIATION RIGHTS OVERRIDDEN. This Clause 16 and any notice which
         the Lender gives under Clause 16.2 shall override any right of
         appropriation possessed, and any appropriation made, by any Borrower or
         any Security Party.

17       APPLICATION OF EARNINGS

17.1     PAYMENT OF EARNINGS. Each Shipowner undertakes with the Lender to
         ensure that, throughout the Security Period:

(a)      (subject only to the provisions of the General Assignments to which
         that Shipowner is a party), all the Earnings of the Ship owned by it
         are paid to the Earnings Account; and

(b)      all payments by the Lender to a Borrower under each Transaction are
         paid to the Earnings Account.

17.2     APPLICATION OF EARNINGS. Each Shipowner undertakes with the Lenders
         that money from time to time credited to, or for the time being
         standing to the credit of, the Earnings Account shall, unless and until
         an Event of Default or Potential Event of Default shall have occurred
         (whereupon the provisions of Clause 16.1 shall be and become
         applicable), be available for application in the following manner:


                                       42



(a)      in or towards meeting the costs and expenses from time to time incurred
         by or on behalf of the relevant Shipowner in connection with the
         operation of the Ship owned by it;

(b)      in or towards making payments of all amounts due and payable by the
         Borrowers under this Agreement other than the payments of principal and
         interest pursuant to Clauses 7.1 and 4.1;

(c)      in or towards making the transfers to the Retention Account required
         pursuant to Clause 17.3; and

(d)      as to any surplus from time to time arising on the Earnings Account
         following application as aforesaid, to be paid to the relevant
         Shipowner or to whomsoever it may direct.

17.3     MONTHLY RETENTIONS. The Borrowers undertake with the Lender to ensure
         that, on the date falling one month after the date on which the final
         Drawdown Notice is served and on the same day in each subsequent month
         throughout the Security Period, there is transferred to the Retention
         Account out of the Earnings received in the Earnings Account during the
         preceding month:

(a)      one-third of the amount of the repayment instalment falling due under
         Clause 7 on the next Repayment Date; and

(b)      the relevant fraction of the aggregate amount of interest on the Loan
         which is payable on the next due date for payment of interest under
         this Agreement.

         The "RELEVANT FRACTION" is a fraction of which the numerator is 1 and
         the denominator the number of months comprised in the then current
         Interest Period (or, if the period is shorter, the number of months
         from the later of the commencement of the current Interest Period or
         the last due date for payment of interest to the next due date for
         payment of interest under this Agreement).

17.4     SHORTFALL IN EARNINGS. If the aggregate Earnings received in the
         Earnings Account are insufficient in any month for the required amount
         to be transferred to the Retention Account under Clause 17.3, the
         Borrowers shall make up the amount of the insufficiency on demand from
         the Lender; but, without thereby prejudicing the Lender's right to make
         such demand at any time, the Lender may permit the Borrowers to make up
         all or part of the insufficiency by increasing the amount of any
         transfer under Clause 17.3 from the Earnings received in the next or
         subsequent months.

17.5     APPLICATION OF RETENTIONS. Until an Event of Default or a Potential
         Event of Default occurs, the Lender shall on each Repayment Date and on
         each due date for the payment of interest under this Agreement apply in
         accordance with Clause 15.1 so much of the balance on the Retention
         Account as equals:

(a)      the repayment instalment due on that Repayment Date; or

(b)      the amount of interest payable on that interest payment date,

         in discharge of the Borrowers' liability for that repayment instalment
         or that interest.

17.6     INTEREST ACCRUED ON RETENTION ACCOUNT. Any credit balance on the
         Retention Account shall bear interest at the rate from time to time
         offered by the Lender to its customers for Dollar deposits of similar
         amounts and for periods similar to those for which such balances appear
         to the Lender likely to remain on the Retention Account.


                                       43



17.7     RELEASE OF ACCRUED INTEREST. Interest accruing under Clause 17.6 shall
         be released to the Borrowers on each Repayment Date unless an Event of
         Default or a Potential Event of Default has occurred or the then credit
         balance on the Retention Account is less than what would have been the
         balance had the full amount required by Clause 17.3 been transferred in
         that and each previous month.

17.8     LOCATION OF ACCOUNTS.  Each Borrower shall promptly:

(a)      comply with any requirement of the Lender as to the location or
         re-location of the Earnings Account and the Retention Account (or
         either of them); and

(b)      execute any documents which the Lender specifies to create or maintain
         in favour of the Lender a Security Interest over (and/or rights of
         set-off, consolidation or other rights in relation to) the Earnings
         Account and the Retention Account.

17.9     DEBITS FOR EXPENSES ETC. The Lender shall be entitled (but not obliged)
         from time to time to debit the Earnings Account without prior notice in
         order to discharge any amount due and payable to it under Clause 19 or
         20 or payment of which it has become entitled to demand under Clause 19
         or 20.

17.10    BORROWERS' OBLIGATIONS UNAFFECTED. The provisions of this Clause 17 (as
         distinct from a distribution effected under Clause 17.5) do not affect:

(a)      the liability of the Borrowers to make payments of principal and
         interest on the due dates; or

(b)      any other liability or obligation of the Borrowers or any Security
         Party under any Finance Document.

18       EVENTS OF DEFAULT

18.1     EVENTS OF DEFAULT. An Event of Default occurs if:

(a)      any Borrower or any Security Party fails to pay when due or (if so
         payable) on demand any sum payable under a Finance Document or under
         any document relating to a Finance Document; or

(b)      any breach occurs of Clause 8.2, 10.2, 10.3, 10.17, 10.18, 11.2, 11.3
         or 14.1; or

(c)      any breach by any Borrower or any Security Party occurs of any
         provision of a Finance Document (other than a breach covered by
         paragraph (a) or (b)) if, in the opinion of the Lender, such default is
         capable of remedy and such default continues unremedied 10 days after
         written notice from the Lender requesting action to remedy the same; or

(d)      (subject to any applicable grace period specified in any Finance
         Document) any breach by any of the Borrowers or any Security Party
         occurs of any provision of a Finance Document (other than a breach
         caused by paragraph (a), (b) or (c)); or

(e)      any representation, warranty or statement made by, or by an officer of,
         a Borrower or a Security Party in a Finance Document or in the Drawdown
         Notice or any other notice or document relating to a Finance Document
         is untrue or misleading when it is made; or

(f)      any of the following occurs in relation to any Financial Indebtedness
         of a Relevant Person:


                                       44



         (i)      any Financial Indebtedness of a Relevant Person is not paid
                  when due or, if so payable, on demand; or

         (ii)     any Financial Indebtedness of a Relevant Person becomes due
                  and payable or capable of being declared due and payable prior
                  to its stated maturity date as a consequence of any event of
                  default; or

         (iii)    a lease, hire purchase agreement or charter creating any
                  Financial Indebtedness of a Relevant Person is terminated by
                  the lessor or owner or becomes capable of being terminated as
                  a consequence of any termination event; or

         (iv)     any overdraft, loan, note issuance, acceptance credit, letter
                  of credit, guarantee, foreign exchange or other facility, or
                  any swap or other derivative contract or transaction, relating
                  to any Financial Indebtedness of a Relevant Person ceases to
                  be available or becomes capable of being terminated as a
                  result of any event of default, or cash cover is required, or
                  becomes capable of being required, in respect of such a
                  facility as a result of any event of default; or

         (v)      any Security Interest securing any Financial Indebtedness of a
                  Relevant Person becomes enforceable; or

(g)      any of the following occurs in relation to a Relevant Person:

         (i)      a Relevant Person is unable to pay its debts as they fall due;
                  or

         (ii)     any assets of a Relevant Person are subject to any form of
                  execution, attachment, arrest, sequestration or distress in
                  respect of a sum of, or sums aggregating, $500,000 or more or
                  the equivalent in another currency and such execution,
                  attachment, arrest, sequestration or distress is not withdrawn
                  within 7 days of its commencement; or

         (iii)    any administrative or other receiver is appointed over any
                  asset of a Relevant Person; or

         (iv)     a Relevant Person makes any formal declaration of bankruptcy
                  or any formal statement to the effect that it is insolvent or
                  likely to become insolvent, or a winding up or administration
                  order is made in relation to a Relevant Person, or the members
                  or directors of a Relevant Person pass a resolution to the
                  effect that it should be wound up, placed in administration or
                  cease to carry on business, save that this paragraph does not
                  apply to a fully solvent winding up of a Relevant Person other
                  than a Borrower which is, or is to be, effected for the
                  purposes of an amalgamation or reconstruction previously
                  approved by the Lender and effected not later than 3 months
                  after the commencement of the winding up; or

         (v)      a petition is presented in any Pertinent Jurisdiction for the
                  winding up or administration, or the appointment of a
                  provisional liquidator, of a Relevant Person unless the
                  petition is being contested in good faith and on substantial
                  grounds and is dismissed or withdrawn within 30 days of the
                  presentation of the petition; or

         (vi)     a Relevant Person petitions a court, or presents any proposal
                  for, any form of judicial or non-judicial suspension or
                  deferral of payments, reorganisation of its debt (or certain
                  of its debt) or arrangement with all or a substantial
                  proportion (by number or value) of its creditors or of any
                  class of them or any such suspension or deferral of payments,
                  reorganisation or arrangement is effected by court order,
                  contract or otherwise; or


                                       45



         (vii)    any meeting of the members or directors of a Relevant Person
                  is summoned for the purpose of considering a resolution or
                  proposal to authorise or take any action of a type described
                  in paragraphs (iii), (iv), (v) or (vi); or

         (viii)   in a Pertinent Jurisdiction other than England, any event
                  occurs or any procedure is commenced which, in the opinion of
                  the Lender, is similar to any of the foregoing; or

(h)      any Borrower ceases or suspends carrying on its business or a part of
         its business which, in the opinion of the Lender, is material in the
         context of this Agreement; or

(i)      it becomes unlawful in any Pertinent Jurisdiction or impossible:

         (i)      for any Borrower or any Security Party to discharge any
                  liability under a Finance Document or to comply with any other
                  obligation which the Lender considers material under a Finance
                  Document; or

         (ii)     for the Lender to exercise or enforce any right under, or to
                  enforce any Security Interest created by, a Finance Document;
                  or

(j)      any consent necessary to enable any Shipowner or the Bareboat Charterer
         to own, operate or charter the Ship owned or chartered by it (as the
         case may be) or to enable any Borrower or any Security Party to comply
         with any provision which the Lender considers material of a Finance
         Document, an MOA or the Bareboat Charter is not granted, expires
         without being renewed, is revoked or becomes liable to revocation or
         any condition of such a consent is not fulfilled; or

(k)      it appears to the Lender that, without its prior consent, either (i) a
         change has occurred or probably has occurred after the date of this
         Agreement in the ultimate beneficial ownership of any of the shares in
         any Shipowner or the Shareholders or in the ultimate control of the
         voting rights attaching to any of those shares or (ii) the Vafias
         family (either directly and/or through companies beneficially owned or
         controlled by the Vafias family and/or trusts or foundations of which
         members of the Vafias family are beneficiaries) do not own and control
         at least 30 per cent. of the issued share capital of the Holding
         Company; or

(l)      any provision which the Lender considers material of a Finance Document
         proves to have been or becomes invalid or unenforceable, or a Security
         Interest created by a Finance Document proves to have been or becomes
         invalid or unenforceable or such a Security Interest proves to have
         ranked after, or loses its priority to, another Security Interest or
         any other third party claim or interest; or

(m)      the security constituted by a Finance Document is in any way imperilled
         or in jeopardy; or

(n)      an Event of Default (as defined in Section 14 of the Master Agreement)
         occurs;

(o)      the Master Agreement is terminated, cancelled, suspended, rescinded or
         revoked or otherwise ceases to remain in full force and effect for any
         reason except with the consent of the Lender; or

(p)      any other event occurs or any other circumstances arise or develop
         including, without limitation:

         (i)      a change in the financial position, state of affairs or
                  prospects of any Borrower or any Shareholder; or


                                       46



         (ii)     any accident or other event involving any Ship or another
                  vessel owned, chartered or operated by a Relevant Person,

         in the light of which the Borrowers are, or will later become, unable
         to discharge their liabilities under the Finance Documents as they fall
         due.

18.2     ACTIONS FOLLOWING AN EVENT OF DEFAULT. On, or at any time after, the
         occurrence of an Event of Default the Lender may:

(a)      serve on the Borrowers a notice stating that all obligations of the
         Lender to the Borrowers under this Agreement are terminated; and/or

(b)      serve on the Borrowers a notice stating that the Loan, all accrued
         interest and all other amounts accrued or owing under this Agreement
         are immediately due and payable or are due and payable on demand;
         and/or

(c)      take any other action which, as a result of the Event of Default or any
         notice served under paragraph (a) or (b), the Lender is entitled to
         take under any Finance Document or any applicable law.

18.3     TERMINATION OF COMMITMENT. On the service of a notice under Clause
         18.2(a) the Commitment, and all other obligations of the Lender to the
         Borrowers under this Agreement, shall terminate.

18.4     ACCELERATION OF LOAN. On the service of a notice under Clause 18.2(b),
         the Loan, all accrued interest and all other amounts accrued or owing
         from the Borrowers or any Security Party under this Agreement and every
         other Finance Document shall become immediately due and payable or, as
         the case may be, payable on demand.

18.5     MULTIPLE NOTICES; ACTION WITHOUT NOTICE. The Lender may serve notices
         Clauses 18.2(a) and (b) simultaneously or on different dates and it may
         take any action referred to in Clause 18.2 if no such notice is served
         or simultaneously with or at any time after the service of both or
         either of such notices.

18.6     EXCLUSION OF LENDER LIABILITY. Neither the Lender nor any receiver or
         manager appointed by the Lender, shall have any liability to a Borrower
         or a Security Party:

(a)      for any loss caused by an exercise of rights under, or enforcement of a
         Security Interest created by, a Finance Document or by any failure or
         delay to exercise such a right or to enforce such a Security Interest;
         or

(b)      as mortgagee in possession or otherwise, for any income or principal
         amount which might have been produced by or realised from any asset
         comprised in such a Security Interest or for any reduction (however
         caused) in the value of such an asset,

         except that this does not exempt the Lender or a receiver or manager
         from liability for losses shown to have been caused directly and mainly
         by the dishonesty or the wilful misconduct of the Lender's own officers
         and employees or (as the case may be) such receiver's or manager's own
         partners or employees.

18.7     RELEVANT PERSONS. In this Clause 18 a "RELEVANT PERSON" means a
         Borrower, a Security Party, and any company which is a subsidiary of a
         Borrower.

18.8     INTERPRETATION. In Clause 18.1(f) references to an event of default or
         a termination event include any event, howsoever described, which is
         similar to an event of default in a


                                       47



         facility agreement or a termination event in a finance lease; and in
         Clause 18.1(g) "PETITION" includes an application.

19       FEES AND EXPENSES

19.1     ARRANGEMENT FEE. The Borrowers shall pay to the Lender on the date of
         this Agreement, a non-refundable arrangement fee of $67,000.

19.2     COSTS OF NEGOTIATION, PREPARATION ETC. The Borrowers shall pay to the
         Lender on its demand the amount of all expenses incurred by the Lender
         in connection with the negotiation, preparation, execution or
         registration of any Finance Document or any related document or with
         any transaction contemplated by a Finance Document or a related
         document.

19.3     COSTS OF VARIATIONS, AMENDMENTS, ENFORCEMENT ETC. The Borrowers shall
         pay to the Lender, on the Lender's demand, the amount of all expenses
         incurred by the Lender in connection with:

(a)      any amendment or supplement to a Finance Document, or any proposal for
         such an amendment to be made;

(b)      any consent or waiver by the Lender concerned under or in connection
         with a Finance Document, or any request for such a consent or waiver;

(c)      the valuation of any security provided or offered under Clause 14 or
         any other matter relating to such security; or

(d)      any step taken by the Lender with a view to the protection, exercise or
         enforcement of any right or Security Interest created by a Finance
         Document or for any similar purpose.

         There shall be recoverable under paragraph (d) the full amount of all
         legal expenses, whether or not such as would be allowed under rules of
         court or any taxation or other procedure carried out under such rules.

19.4     DOCUMENTARY TAXES. The Borrowers shall promptly pay any tax payable on
         or by reference to any Finance Document, and shall, on the Lender's
         demand, fully indemnify the Lender against any claims, expenses,
         liabilities and losses resulting from any failure or delay by the
         Borrowers to pay such a tax.

19.5     CERTIFICATION OF AMOUNTS. A notice which is signed by 2 officers of the
         Lender, which states that a specified amount, or aggregate amount, is
         due to the Lender under this Clause 19 and which indicates (without
         necessarily specifying a detailed breakdown) the matters in respect of
         which the amount, or aggregate amount, is due shall be prima facie
         evidence that the amount, or aggregate amount, is due.

20       INDEMNITIES

20.1     INDEMNITIES REGARDING BORROWING AND REPAYMENT OF LOAN. The Borrowers
         shall fully indemnify made or brought against the Lender on its demand
         in respect of all claims, expenses, liabilities and losses which are
         incurred by the Lender, or which the Lender reasonably and with due
         diligence estimates that it will incur, as a result of or in connection
         with:

(a)      an Advance not being borrowed on the date specified in the Drawdown
         Notice for any reason other than a default by the Lender;


                                       48



(b)      the receipt or recovery of all or any part of the Loan or an overdue
         sum otherwise than on the last day of an Interest Period or other
         relevant period;

(c)      any failure (for whatever reason) by the Borrowers to make payment of
         any amount due under a Finance Document on the due date or, if so
         payable, on demand (after giving credit for any default interest paid
         by the Borrowers on the amount concerned under Clause 6);

(d)      the occurrence and/or continuance of an Event of Default or a Potential
         Event of Default and/or the acceleration of repayment of the Loan under
         Clause 18,

         and in respect of any tax (other than tax on its overall net income)
         for which the Lender is liable in connection with any amount paid or
         payable to the Lender (whether for its own account or otherwise) under
         any Finance Document.

20.2     BREAKAGE COSTS. Without limiting its generality, Clause 20.1 covers any
         claim, expense, liability or loss, including a loss of a prospective
         profit, incurred by the Lender:

(a)      in liquidating or employing deposits from third parties acquired or
         arranged to fund or maintain all or any part of the Loan and/or any
         overdue amount (or an aggregate amount which includes the Loan or any
         overdue amount); and

(b)      in terminating, or otherwise in connection with, any interest and/or
         currency swap or any other transaction entered into (whether with
         another legal entity or with another office or department of the
         Lender) to hedge any exposure arising under this Agreement or a number
         of transactions of which this Agreement is one.

20.3     MISCELLANEOUS INDEMNITIES. The Borrowers shall fully indemnify the
         Lender on its demand in respect of all claims, expenses, liabilities
         and losses which may be made or brought against or incurred by the
         Lender, in any country, as a result of or in connection with:

(a)      any action taken, or omitted or neglected to be taken, under or in
         connection with any Finance Document by the Lender or by any receiver
         appointed under a Finance Document;

(b)      any other Pertinent Matter,

         other than claims, expenses, liabilities and losses which are shown to
         have been directly and mainly caused by the dishonesty or wilful
         misconduct of the officers or employees of the Lender.

         Without prejudice to its generality, this Clause 20.3 covers any
         claims, expenses, liabilities and losses which arise, or are asserted,
         under or in connection with any law relating to safety at sea, the ISM
         Code, the ISPS Code or any Environmental Law.

20.4     CURRENCY INDEMNITY. If any sum due from any Borrower or any Security
         Party to the Lender under a Finance Document or under any order or
         judgment relating to a Finance Document has to be converted from the
         currency in which the Finance Document provided for the sum to be paid
         (the "CONTRACTUAL CURRENCY") into another currency (the "PAYMENT
         CURRENCY") for the purpose of:

(a)      making or lodging any claim or proof against any Borrower or any
         Security Party, whether in its liquidation, any arrangement involving
         it or otherwise; or


                                       49



(b)      obtaining an order or judgment from any court or other tribunal; or

(c)      enforcing any such order or judgment,

         the Borrowers shall indemnify the Lender against the loss arising when
         the amount of the payment actually received by the Lender is converted
         at the available rate of exchange into the Contractual Currency.

         In this Clause 20.4, the "AVAILABLE RATE OF EXCHANGE" means the rate at
         which the Lender is able at the opening of business (London time) on
         the Business Day after it receives the sum concerned to purchase the
         Contractual Currency with the Payment Currency.

         This Clause 20.4 creates a separate liability of the Borrowers which is
         distinct from their other liabilities under the Finance Documents and
         which shall not be merged in any judgment or order relating to those
         other liabilities.

20.5     APPLICATION OF MASTER AGREEMENT. For the avoidance of doubt, Clause
         20.4 does not apply in respect of sums due from the Borrowers to the
         Lender under or in connection with the Master Agreement as to which
         sums the provisions of Section 8 (Contractual Currency) of the Master
         Agreement shall apply.

20.6     CERTIFICATION OF AMOUNTS. A notice which is signed by 2 officers of the
         Lender, which states that a specified amount, or aggregate amount, is
         due to the Lender under this Clause 20 and which indicates (without
         necessarily specifying a detailed breakdown) the matters in respect of
         which the amount, or aggregate amount, is due shall be prima facie
         evidence that the amount, or aggregate amount, is due.

21       NO SET-OFF OR TAX DEDUCTION

21.1     NO DEDUCTIONS. All amounts due from the Borrowers under a Finance
         Document shall be paid:

(a)      without any form of set-off, cross-claim or condition; and

(b)      free and clear of any tax deduction except a tax deduction which a
         Borrower is required by law to make.

21.2     GROSSING-UP FOR TAXES. If a Borrower is required by law to make a tax
         deduction from any payment:

(a)      that Borrower shall notify the Lender as soon as it becomes aware of
         the requirement;

(b)      that Borrower shall pay the tax deducted to the appropriate taxation
         authority promptly, and in any event before any fine or penalty arises;
         and

(c)      the amount due in respect of the payment shall be increased by the
         amount necessary to ensure that the Lender receives and retains (free
         from any liability relating to the tax deduction) a net amount which,
         after the tax deduction, is equal to the full amount which it would
         otherwise have received.

21.3     EVIDENCE OF PAYMENT OF TAXES. Within one month after making any tax
         deduction, the Borrower concerned shall deliver to the Lender
         documentary evidence satisfactory to the Lender that the tax had been
         paid to the appropriate taxation authority.


                                       50



21.4     EXCLUSION OF TAX ON OVERALL NET INCOME. In this Clause 21 "TAX
         DEDUCTION" means any deduction or withholding for or on account of any
         present or future tax except tax on the Lender's overall net income.

21.5     APPLICATION OF MASTER AGREEMENT. For the avoidance of doubt, Clause 21
         does not apply in respect of sums due from the Borrowers to the Lender
         under or in connection with the Master Agreement as to which sums the
         provisions of Section 2(d) (Deduction or Withholding for Tax) of the
         Master Agreement shall apply.

22       ILLEGALITY, ETC

22.1     ILLEGALITY. This Clause 22 applies if the Lender notifies the Borrowers
         that it has become, or will with effect from a specified date, become:

(a)      unlawful or prohibited as a result of the introduction of a new law, an
         amendment to an existing law or a change in the manner in which an
         existing law is or will be interpreted or applied; or

(b)      contrary to, or inconsistent with, any regulation,

         for the Lender to maintain or give effect to any of its obligations
         under this Agreement in the manner contemplated by this Agreement.

22.2     NOTIFICATION AND EFFECT OF ILLEGALITY. On the Lender notifying the
         Borrowers under Clause 22.1, the Commitment shall terminate; and
         thereupon or, if later, on the date specified in the Lender's notice
         under Clause 22.1 as the date on which the notified event would become
         effective the Borrowers shall prepay the Loan in full in accordance
         with Clause 7.

22.3     MITIGATION. If circumstances arise which would result in a notification
         under Clause 22.1 then, without in any way limiting the rights of the
         Lender under Clause 22.3, the Lender shall use reasonable endeavours to
         transfer its obligations, liabilities and rights under this Agreement
         and the Finance Documents to another office or financial institution
         not affected by the circumstances but the Lender shall not be under any
         obligation to take any such action if, in its opinion, to do would or
         might:

(a)      have an adverse effect on its business, operations or financial
         condition; or

(b)      involve it in any activity which is unlawful or prohibited or any
         activity that is contrary to, or inconsistent with, any regulation; or

(c)      involve it in any expense (unless indemnified to its satisfaction) or
         tax disadvantage.

23       INCREASED COSTS

23.1     INCREASED COSTS. This Clause 23 applies if the Lender notifies the
         Borrowers that it considers that as a result of:

(a)      the introduction or alteration after the date of this Agreement of a
         law or an alteration after the date of this Agreement in the manner in
         which a law is interpreted or applied (disregarding any effect which
         relates to the application to payments under this Agreement of a tax on
         the Lender's overall net income); or

(b)      complying with any regulation (including any which relates to capital
         adequacy or liquidity controls or which affects the manner in which the
         Lender allocates capital


                                       51



         resources to its obligations under this Agreement) which is introduced,
         or altered, or the interpretation or application of which is altered,
         after the date of this Agreement,

         the Lender (or a parent company of it) has incurred or will incur an
         "INCREASED COST".

23.2     MEANING OF "INCREASED COST". In this Clause 23, "INCREASED COST" means:

(a)      an additional or increased cost incurred as a result of, or in
         connection with, the Lender having entered into, or being a party to,
         this Agreement or having taken an assignment of rights under this
         Agreement, of funding or maintaining the Commitment or performing its
         obligations under this Agreement, or of having outstanding all or any
         part of the Loan or other unpaid sums; or

(b)      a reduction in the amount of any payment to the Lender under this
         Agreement or in the effective return which such a payment represents to
         the Lender or on its capital;

(c)      an additional or increased cost of funding all or maintaining all or
         any of the advances comprised in a class of advances formed by or
         including the Loan or (as the case may require) the proportion of that
         cost attributable to the Loan; or

(d)      a liability to make a payment, or a return foregone, which is
         calculated by reference to any amounts received or receivable by the
         Lender under this Agreement,

         but not an item attributable to a change in the rate of tax on the
         overall net income of the Lender (or a parent company of it) or an item
         covered by the indemnity for tax in Clause 20.1 or by Clause 21.

         For the purposes of this Clause 23.2 the Lender may in good faith
         allocate or spread costs and/or losses among its assets and liabilities
         (or any class of its assets and liabilities) on such basis as it
         considers appropriate.

23.3     PAYMENT OF INCREASED COSTS. The Borrowers shall pay to the Lender, on
         its demand, the amounts which the Lender from time to time notifies the
         Borrowers that it has specified to be necessary to compensate it for
         the increased cost.

23.4     NOTICE OF PREPAYMENT. If the Borrowers are not willing to continue to
         compensate the Lender for the increased cost under Clause 23.3, the
         Borrowers may give the Lender not less than 14 days' notice of their
         intention to prepay the Loan at the end of an Interest Period.

23.5     PREPAYMENT. A notice under Clause 23.4 shall be irrevocable; and on the
         date specified in the Borrowers' notice of intended prepayment, the
         Commitment shall terminate and the Borrowers shall prepay (without
         premium or penalty) the Loan, together with accrued interest thereon at
         the applicable rate plus the Margin.

23.6     APPLICATION OF PREPAYMENT. Clause 7 shall apply in relation to the
         prepayment.

24       SET-OFF

24.1     APPLICATION OF CREDIT BALANCES. The Lender may, following the
         occurrence of an Event of Default which is continuing:

(a)      apply any balance (whether or not then due) which at any time stands to
         the credit of any account in the name of a Borrower at any office in
         any country of the Lender in or


                                       52



         towards satisfaction of any sum then due from that Borrower to the
         Lender under any of the Finance Documents; and

(b)      for that purpose:

         (i)      break, or alter the maturity of, all or any part of a deposit
                  of that Borrower;

         (ii)     convert or translate all or any part of a deposit or other
                  credit balance into Dollars; and

         (iii)    enter into any other transaction or make any entry with regard
                  to the credit balance which the Lender considers appropriate.

24.2     EXISTING RIGHTS UNAFFECTED. The Lender shall not be obliged to exercise
         any of its rights under Clause 24.1; and those rights shall be without
         prejudice and in addition to any right of set-off, combination of
         accounts, charge, lien or other right or remedy to which the Lender is
         entitled (whether under the general law or any document).

24.3     NO SECURITY INTEREST. This Clause 24 gives the Lender a contractual
         right of set-off only, and does not create any equitable charge or
         other Security Interest over any credit balance of the Borrower.

25       TRANSFERS AND CHANGES IN LENDING OFFICE

25.1     TRANSFER BY BORROWERS. No Borrower may, without the consent of the
         Lender transfer any of its rights or obligations under any Finance
         Document.

25.2     ASSIGNMENT BY LENDER. The Lender may assign all or any of the rights
         and interests which it has under or by virtue of the Finance Documents
         without the consent of any Borrower.

25.3     RIGHTS OF ASSIGNEE. In respect of any breach of a warranty,
         undertaking, condition or other provision of a Finance Document, or any
         misrepresentation made in or in connection with a Finance Document, a
         direct or indirect assignee of any of the Lender's rights or interests
         under or by virtue of the Finance Documents shall be entitled to
         recover damages by reference to the loss incurred by that assignee as a
         result of the breach or misrepresentation irrespective of whether the
         Lender would have incurred a loss of that kind or amount.

25.4     SUB-PARTICIPATION; SUBROGATION ASSIGNMENT. The Lender may
         sub-participate all or any part of its rights and/or obligations under
         or in connection with the Finance Documents without the consent of, or
         any notice to, any Borrower; and the Lender may assign, in any manner
         and terms agreed by it, all or any part of those rights to an insurer
         or surety who has become subrogated to them.

25.5     DISCLOSURE OF INFORMATION. The Lender may disclose to a potential
         assignee or sub-participant any information which the Lender has
         received in relation to any Borrower, any Security Party or their
         affairs under or in connection with any Finance Document, unless the
         information is clearly of a confidential nature.

25.6     CHANGE OF LENDING OFFICE. The Lender may change its lending office by
         giving notice to the Borrowers and the change shall become effective on
         the later of:

(a)      the date on which the Borrowers receive the notice; and


                                       53



(b)      the date, if any, specified in the notice as the date on which the
         change will come into effect.

26       VARIATIONS AND WAIVERS

26.1     VARIATIONS, WAIVERS ETC. BY LENDER. A document shall be effective to
         vary, waive, suspend or limit any provision of a Finance Document, or
         the Lender's rights or remedies under such a provision or the general
         law, only if the document is signed, or specifically agreed to by fax
         or telex, by the Borrowers and the Lender and, if the document relates
         to a Finance Document to which a Security Party is party, by that
         Security Party.

26.2     EXCLUSION OF OTHER OR IMPLIED VARIATIONS. Except for a document which
         satisfies the requirements of Clause 26.1, no document, and no act,
         course of conduct, failure or neglect to act, delay or acquiescence on
         the part of the Lender (or any person acting on its behalf) shall
         result in the Lender (or any person acting on its behalf) being taken
         to have varied, waived, suspended or limited, or being precluded
         (permanently or temporarily) from enforcing, relying on or exercising:

(a)      a provision of this Agreement or another Finance Document; or

(b)      an Event of Default; or

(c)      a breach by a Borrower or a Security Party of an obligation under a
         Finance Document or the general law; or

(d)      any right or remedy conferred by any Finance Document or by the general
         law;

         and there shall not be implied into any Finance Document any term or
         condition requiring any such provision to be enforced, or such right or
         remedy to be exercised, within a certain or reasonable time.

27       NOTICES

27.1     GENERAL. Unless otherwise specifically provided, any notice under or in
         connection with any Finance Document shall be given by letter or fax;
         and references in the Finance Documents to written notices, notices in
         writing and notices signed by particular persons shall be construed
         accordingly.

27.2     ADDRESSES FOR COMMUNICATIONS. A notice shall be sent:

(a)      to a Borrower:                      c/o Stealthgas Inc.
                                             331 Kiffisias Avenue
                                             Kiffisia 145 61
                                             Greece
                                             Fax No: +30 210 625 2817

(b)      to the Lender:                      Fortis Bank N.V./S.A.
                                             166 Syngrou Avenue
                                             176 71 Athens
                                             Greece
                                             Fax No: +30 210 954 4368

                                             and in the event that a notice
                                             concerns the Master Agreement, with
                                             a copy to:


                                       54



                                             Fortis Bank Oslo
                                             Haakon VII Gate 10
                                             0161 Oslo
                                             Norway
                                             Fax No: + 47 2311 4940

         or to such other address as the relevant party may notify the other.

27.3     EFFECTIVE DATE OF NOTICES.  Subject to Clauses 27.4 and 27.5:

(a)      a notice which is delivered personally or posted shall be deemed to be
         served, and shall take effect, at the time when it is delivered; and

(b)      a notice which is sent by telex or fax shall be deemed to be served,
         and shall take effect, 2 hours after its transmission is completed.

27.4     SERVICE OUTSIDE BUSINESS HOURS. However, if under Clause 27.3 a notice
         would be deemed to be served:

(a)      on a day which is not a business day in the place of receipt; or

(b)      on such a business day, but after 5 p.m. local time,

         the notice shall (subject to Clause 27.5) be deemed to be served, and
         shall take effect, at 9 a.m. on the next day which is such a business
         day.

27.5     ILLEGIBLE NOTICES. Clauses 27.3 and 27.4 do not apply if the recipient
         of a notice notifies the sender within 1 hour after the time at which
         the notice would otherwise be deemed to be served that the notice has
         been received in a form which is illegible in a material respect.

27.6     ENGLISH LANGUAGE. Any notice under or in connection with a Finance
         Document shall be in English.

27.7     VALID NOTICES. A notice under or in connection with a Finance Document
         shall not be invalid by reason that its contents or the manner of
         serving it do not comply with the requirements of this Agreement or,
         where appropriate, any other Finance Document under which it is served
         if:

(a)      the failure to serve it in accordance with the requirements of this
         Agreement or other Finance Document, as the case may be, has not caused
         any party to suffer any significant loss or prejudice; or

(b)      in the case of incorrect and/or incomplete contents, it should have
         been reasonably clear to the party on which the notice was served what
         the correct or missing particulars should have been.

27.8     MEANING OF "NOTICE". In this Clause 28 "NOTICE" includes any demand,
         consent, authorisation, approval, instruction, waiver or other
         communication.


                                       55



28       JOINT AND SEVERAL LIABILITY

28.1     GENERAL. All liabilities and obligations of the Borrowers under this
         Agreement shall, whether expressed to be so or not, be several and, if
         and to the extent consistent with Clause 28.2, joint.

28.2     NO IMPAIRMENT OF BORROWER'S OBLIGATIONS. The liabilities and
         obligations of a Borrower shall not be impaired by:

(a)      this Agreement being or later becoming void, unenforceable or illegal
         as regards any other Borrower;

(b)      the Lender entering into any rescheduling, refinancing or other
         arrangement of any kind with any other Borrower;

(c)      the Lender releasing any other Borrower or any Security Interest
         created by a Finance Document; or

(d)      any combination of the foregoing.

28.3     PRINCIPAL DEBTORS. Each Borrower declares that it is and will,
         throughout the Security Period, remain a principal debtor for all
         amounts owing under this Agreement and the Finance Documents and no
         Borrower shall in any circumstances be construed to be a surety for the
         obligations of any other Borrower under this Agreement.

28.4     SUBORDINATION. Subject to Clause 28.5, during the Security Period, no
         Borrower shall:

(a)      claim any amount which may be due to it from any other Borrower whether
         in respect of a payment made, or matter arising out of, this Agreement
         or any Finance Document, or any matter unconnected with this Agreement
         or any Finance Document; or

(b)      take or enforce any form of security from any other Borrower for such
         an amount, or in any other way seek to have recourse in respect of such
         an amount against any asset of any other Borrower; or

(c)      set off such an amount against any sum due from it to any other
         Borrower; or

(d)      prove or claim for such an amount in any liquidation, administration,
         arrangement or similar procedure involving any other Borrower or other
         Security Party; or

(e)      exercise or assert any combination of the foregoing.

28.5     BORROWER'S REQUIRED ACTION. If during the Security Period, the Lender,
         by notice to a Borrower, requires it to take any action referred to in
         paragraphs (a) to (d) of Clause 28.4, in relation to any other
         Borrower, that Borrower shall take that action as soon as practicable
         after receiving the Lender's notice.

29       SUPPLEMENTAL

29.1     RIGHTS CUMULATIVE, NON-EXCLUSIVE. The rights and remedies which the
         Finance Documents give to the Lender are:

(a)      cumulative;

(b)      may be exercised as often as appears expedient; and


                                       56



(c)      shall not, unless a Finance Document explicitly and specifically states
         so, be taken to exclude or limit any right or remedy conferred by any
         law.

29.2     SEVERABILITY OF PROVISIONS. If any provision of a Finance Document is
         or subsequently becomes void, unenforceable or illegal, that shall not
         affect the validity, enforceability or legality of the other provisions
         of that Finance Document or of the provisions of any other Finance
         Document.

29.3     COUNTERPARTS. A Finance Document may be executed in any number of
         counterparts.

29.4     THIRD PARTY RIGHTS. A person who is not a party to this Agreement has
         no right under the Contracts (Rights of Third Parties) Act 1999 to
         enforce or to enjoy the benefit of any term of this Agreement.

30       LAW AND JURISDICTION

30.1     ENGLISH LAW. This Agreement shall be governed by, and construed in
         accordance with, English law.

30.2     EXCLUSIVE ENGLISH JURISDICTION. Subject to Clause 30.3, the courts of
         England shall have exclusive jurisdiction to settle any disputes which
         may arise out of or in connection with this Agreement.

30.3     CHOICE OF FORUM FOR THE EXCLUSIVE BENEFIT OF THE LENDER. Clause 30.2 is
         for the exclusive benefit of the Lender, which reserves the rights:

(a)      to commence proceedings in relation to any matter which arises out of
         or in connection with this Agreement in the courts of any country other
         than England and which have or claim jurisdiction to that matter; and

(b)      to commence such proceedings in the courts of any such country or
         countries concurrently with or in addition to proceedings in England or
         without commencing proceedings in England. Neither Borrower shall
         commence any proceedings in any country other than England in relation
         to a matter which arises out of or in connection with this Agreement.

30.4     PROCESS AGENT. Each Borrower irrevocably appoints Richards Butler at
         its registered office for the time being, presently at Beaufort House,
         15 St. Botolph Street, London EC3A 7EE, England, to act as its agent to
         receive and accept on its behalf any process or other document relating
         to any proceedings in the English courts which are connected with this
         Agreement.

30.5     LENDER'S RIGHTS UNAFFECTED. Nothing in this Clause 30 shall exclude or
         limit any right which the Lender may have (whether under the law of any
         country, an international convention or otherwise) with regard to the
         bringing of proceedings, the service of process, the recognition or
         enforcement of a judgment or any similar or related matter in any
         jurisdiction.

30.6     MEANING OF "PROCEEDINGS". In this Clause 30, "PROCEEDINGS" means
         proceedings of any kind, including an application for a provisional or
         protective measure.

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.


                                       57



                                   SCHEDULE 1

                                 DRAWDOWN NOTICE


To:      Fortis Bank (Nederland) N.V.
         166 Syngrou Avenue
         176 71 Athens
         Greece

Attention: Danai Kotsia

                                                                            2006

                                 DRAWDOWN NOTICE

1        We refer to the loan agreement (the "LOAN AGREEMENT") dated [o] May
         2006 and made between us, as Borrowers, and you, as Lender, in
         connection with a facility of up to US$79,850,000. Terms defined in the
         Loan Agreement have their defined meanings when used in this Drawdown
         Notice.

2        We request to borrow [the Refinancing Advance] [a New Ship Advance in
         relation to "[o]"] as follows:

(a)      Amount: US$[o];

(b)      Drawdown Date: [o];

(c)      Duration of the first Interest Period shall be [o] months;

(d)      Payment instructions : account in our name and numbered [o] with [o] of
         [o].

3        We represent and warrant that:

(e)      the representations and warranties in Clause 9 of the Loan Agreement
         would remain true and not misleading if repeated on the date of this
         notice with reference to the circumstances now existing;

(f)      no Event of Default or Potential Event of Default has occurred or will
         result from the borrowing of the Loan.

4        This notice cannot be revoked without the prior consent of the Lender.

                               [Name of Signatory]
                      .....................................
                              Authorised Signatory
                              for and on behalf of
                   MATRIX GAS TRADING LTD., VCM TRADING LTD.,
                        GENEVE BUTANE INC., LPGONE LTD.,
                 SEMICHLAUS EXPORTS LTD., VENTSPILS GASES LTD.,
                    PACIFIC GASES LTD., ARACRUZ TRADING LTD.,
        INDUSTRIAL MATERIALS INC., ENERGETIC PENINSULA LIMITED, OXFORDGAS
                LIMITED, OCEAN BLUE LIMITED AND STEALTHGAS INC.


                                       58



                                   SCHEDULE 2

                              DETAILS OF BORROWERS


---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         SHAREHOLDER(S), EACH
                                                 COUNTRY OF        AUTHORISED SHARE  ISSUED SHARE        INCORPORATED IN THE
BORROWER              REGISTERED ADDRESS         INCORPORATION     CAPITAL           CAPITAL             MARSHALL ISLANDS
---------------------------------------------------------------------------------------------------------------------------------

Aracruz Trading Ltd.  Trust Company Complex,     Marshall Islands  100 registered    100 registered      Sabrina Enterprises S.A.
                      Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

---------------------------------------------------------------------------------------------------------------------------------

Geneve Butane Inc.    Trust Company Complex,     Marshall Islands  100 registered    100 registered      Access Consultants Co.
                      Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

---------------------------------------------------------------------------------------------------------------------------------

Industrial            Trust Company Complex,     Marshall Islands  100 registered    100 registered      Lyonet Holdings Corp.
Materials Inc.        Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

---------------------------------------------------------------------------------------------------------------------------------

Lpgone Ltd.           Trust Company Complex,     Marshall Islands  100 registered    100 registered      Atlas Investments S.A.
                      Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

---------------------------------------------------------------------------------------------------------------------------------



                                       59




-----------------------------------------------------------------------------------------------------------------------------------

Matrix Gas            Trust Company Complex,     Marshall Islands  100 registered    100 registered      Heather Trading S.A.
Trading Ltd.          Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

-----------------------------------------------------------------------------------------------------------------------------------

Pacific Gases Ltd.    147/1 St. Lucia Street     Malta             2000 shares of    500 shares of LM1   Alexis Shipholding S.A.
                      Valletta, Malta                              LM1 each          each, each          (325 shares) and Grazia
                                                                                     20% paid up         Maritime Ltd. (175 shares)

-----------------------------------------------------------------------------------------------------------------------------------

Semichlaus            147/1 St. Lucia Street     Malta             2000 shares of    500 shares of LM1   Floyd Properties Co.(325
Exports Ltd.          Valletta, Malta                              LM1 each          each, each          shares) and Aubine
                                                                                     20% paid up         Services Ltd. (175 shares)

-----------------------------------------------------------------------------------------------------------------------------------

VCM Trading Ltd.      Trust Company Complex,     Marshall Islands  100 registered    100 registered      Leader Investments Inc.
                      Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

-----------------------------------------------------------------------------------------------------------------------------------

Ventspils Gases Ltd.  147/1 St. Lucia Street     Malta             2000 shares of    500 shares of LM1   Oswald Trading Limited
                      Valletta, Malta                              LM1 each          each, each          (325 shares) and
                                                                                     20% paid up         Celidon Investments Inc.
                                                                                                         (175 shares)

-----------------------------------------------------------------------------------------------------------------------------------

Oxfordgas Limited     Trust Company Complex,     Marshall Islands  100 registered    100 registered      Delora Trading Company
                      Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

-----------------------------------------------------------------------------------------------------------------------------------

Energetic Peninsula   [o], Hong Kong             Hong Kong         1000 registered   1000 registered     Stealthgas Inc.
Limited                                                            shares of HK$1    shares by way of
                                                                   each              share certificate
                                                                                     no. [1]

-----------------------------------------------------------------------------------------------------------------------------------



                                       60





-----------------------------------------------------------------------------------------------------------------------------------

Ocean Blue Limited    Trust Company Complex,     Marshall Islands  100 registered    100 registered      Neutron Marine Corp.
                      Ajeltake Road, Ajeltake                      and/or bearer     shares by way of
                      Island, Majuro, Marshall                     shares of no par  stock certificate
                      Islands, MH96960                             value             no. 1

-----------------------------------------------------------------------------------------------------------------------------------

Stealthgas Inc.       Trust Company Complex,     Marshall Islands  50,000,000        14,000,000          The shares are publicly
                      Ajeltake Road, Ajeltake                      registered        registered shares   traded
                      Island, Majuro, Marshall                     shares of $0.01   of $0.01 each
                      Islands, MH96960                             each and
                                                                   5,000,000 shares
                                                                   of preferred
                                                                   stock of $0.01
                                                                   each

-----------------------------------------------------------------------------------------------------------------------------------



                                       61



                                   SCHEDULE 3

                                DETAILS OF SHIPS



----------------------------------------------------------------------------------------------------------
SHIP              FLAG               OWNER          CLASS NOTATION                 CLASSIFICATION SOCIETY
----------------------------------------------------------------------------------------------------------

"BIRGIT KOSAN     Panama             Industrial     NS* (Tanker, Liquefied         Nippon Kaiji Kyokai
                                                    Gases-Maximum Pressure
                                                    1.77 MPa and Minimum
                                                    Temperature 0 deg C Type
                                                    2PG) MNS*
----------------------------------------------------------------------------------------------------------

"GAS AMAZON"      Marshall Islands   Aracruz        1 + HULL + MACH Liquefied      Bureau Veritas
                                                    gas carrier Unrestricted
                                                    navigation + AUT UMS
----------------------------------------------------------------------------------------------------------

"GAS ARCTIC"      Malta              Ventspils      C + Liquefied Gas Carrier      RINA
                                                    Unrestricted Navigation,
                                                    + AUT-UMS; MON-SHAPT; ICE
                                                    CLASS 1B

----------------------------------------------------------------------------------------------------------

"GAS COURCHEVEL"  Marshall Islands   Geneve         1 + HULL + MACH Liquefied      Bureau Veritas
                                                    gas carrier Unrestricted
                                                    navigation ICE CLASS 1C
                                                    + AUT UMS
----------------------------------------------------------------------------------------------------------

"GAS EMPEROR"     Cyprus             Pacific        1 + HULL + MACH Liquefied      Bureau Veritas
                                                    gas carrier Unrestricted
                                                    navigation
----------------------------------------------------------------------------------------------------------

"GAS ICE"         Malta              Semichlaus     C + Liquefied Gas Carrier      RINA
                                                    Unrestricted Navigation,
                                                    + AUT-UMS; MON-SHAPT; ICE
                                                    CLASS 1B

----------------------------------------------------------------------------------------------------------



                                       62





----------------------------------------------------------------------------------------------------------

"GAS PROPHET"     Marshall Islands   VCM            NS* (Tanker Liquefied Gases
                                                    - Maximum Pressure 1.77 MPa    Nippon Kaiji Kyokai
                                                    and Minimum Temperature 0 deg
                                                    C Type 2PG) MNS*

----------------------------------------------------------------------------------------------------------

"GAS TINY"        Marshall Islands   Lpgone         1 + HULL + MACH Liquefied      Bureau Veritas
                                                    gas carrier Unrestricted
                                                    navigation

----------------------------------------------------------------------------------------------------------

"GAS SHANGHAI"    Marshall Islands   Matrix         + A1, Liquefied gas carrier,   American Bureau of
                                                    (E), + AMS                     Shipping

----------------------------------------------------------------------------------------------------------

"SIR IVOR"        Hong Kong          Energetic      +100A1 (Liquefied Gas          Lloyd's Register of
                                                    Carrier) IMO type II PG        Shipping

----------------------------------------------------------------------------------------------------------

"LYNE"            Panama             Oxfordgas      NS*MNS* (Tanker, Liquefied     Nippon Kaiji Kyokai
                                                    Gas)

----------------------------------------------------------------------------------------------------------

"GAS NEMESIS"     Marshall Islands   Ocean          NS* (Tanker, Liquefied         Nippon Kaiji Kyokai
                                                    Gases, Maximum Pressure
                                                    18.0kg/cm(2) and Miniumum
                                                    Temperature 0 deg C, Type 2PG)
                                                    MNS*
----------------------------------------------------------------------------------------------------------



                                       63




                                   SCHEDULE 4
                          CONDITION PRECEDENT DOCUMENTS

                                     PART A

The following are the documents referred to in Clause 8.1(a).

1        A duly executed original of each Finance Document (and of each document
         required to be delivered by each Finance Document) other than those
         referred to in Part B or Part C.

2        Copies of the constitutional documents of each Borrower and each
         Security Party.

3        Copies of resolutions of the shareholders and directors of each
         Borrower and each Security Party authorising the execution of each of
         the Finance Documents to which that Borrower or that Security Party is
         a party and, in the case of a Borrower, authorising named officers to
         give the Drawdown Notices and other notices under this Agreement, and
         (a) in the case of each Buyer, ratifying the execution of the MOA to
         which it is a party and (b) in the case of each Shipowner which is a
         party to a Bareboat Charter, ratifying the execution of the Bareboat
         Charter to which it is a party.

4        The original of any power of attorney under which any Finance Document
         is executed on behalf of the Borrower or a Security Party.

5        Copies of all consents which any Borrower or any Security Party
         requires to enter into, or make any payment under, any Finance Document
         or an MOA.

6        The originals of any mandates or other documents required in connection
         with the opening or operation of the Earnings Account and the Retention
         Account and all other information required by the Lender in relation to
         its "know your customer" regulations (whether in connection with the
         opening of the Earnings Account, the Retention Account or otherwise).

7        Documentary evidence that the agent for service of process named in
         Clause 30 has accepted its appointment.

8        If the Lender so requires, in respect of any of the documents referred
         to above, a certified English translation prepared by a translator
         approved by the Lender.


                                       64



                                     PART B

The following are the documents referred to in Clause 8.1(b).

1        A duly executed original of the Mortgage, the General Assignment and,
         if applicable, the Deed of Covenant (and of each document to be
         delivered under each of them) relating to each Existing Ship.

2        A duly executed original of the Birgit Kosan Bareboat Charter
         Assignment, the Birgit Kosan Charterer's Insurance Assignments, the Gas
         Arctic Tripartite Agreement and the Gas Ice Tripartite Agreement (and
         of each document to be delivered under each of them).

3        Documentary evidence that:

(a)      in accordance with the information contained in Schedule 3, each
         Existing Ship is definitively and permanently registered in the name of
         the relevant Shipowner under the flag and at the port specified in
         Schedule 3;

(b)      each of "GAS ARCTIC" and "GAS ICE" is registered in the name of Finaval
         at the bareboat charter registry of Palermo, Italy and notice of the
         Lender's Mortgage over each such Ship has been included within the
         Ship's certificate of registration at the Palermo bareboat charter
         registry;

(c)      each Existing Ship is in the absolute and unencumbered ownership of its
         Shipowner save as contemplated by the Finance Documents;

(d)      each Existing Ship maintains the class as set out in Schedule 3 with
         the relevant classification society free of all overdue recommendations
         and conditions of such classification society;

(e)      the Mortgage relating to each Existing Ship has been duly registered
         against that Ship as a valid first preferred or priority (as the case
         may be) ship mortgage in accordance with the laws of the relevant flag
         state; and

(f)      each Existing Ship is insured in accordance with the provisions of this
         Agreement and all requirements therein in respect of insurances have
         been complied with.

3        In the case of each of "BIRGIT KOSAN", "GAS ARCTIC" and "GAS ICE",
         documentary evidence that:

(a)      each such Existing Ship is operating under the Bareboat Charter
         relative to it;

(b)      copies of the constitutional documents of each Bareboat Charterer
         (other than Petredec);

(c)      copies of resolutions of the directors of each Bareboat Charterer
         (other than Petredec) authorising the execution of the Finance
         Documents to which it is a party; and

(d)      the original power of attorney under which any Finance Document is
         executed on behalf of a Bareboat Charterer (other than Petredec).

4        Documents establishing that each Existing Ship will, as from the
         Drawdown Date relative to the Refinancing Advance, be managed by the
         applicable Approved Manager on terms acceptable to the Lender, together
         with, in relation to each Existing Ship:


                                       65



(a)      a letter of undertaking executed by the applicable Approved Manager in
         favour of the Lender in the terms required by the Lender agreeing
         certain matters in relation to the management of that Existing Ship and
         subordinating the rights of the Approved Manager against the relevant
         Shipowner to the rights of the Lender under the Finance Documents; and

(b)      copies of the Approved Manager's Document of Compliance and the Safety
         Management Certificate and International Ship Security Certificate in
         respect of that Existing Ship (together with any other details of the
         applicable safety management system which the Lender requires).

5        Satisfactory valuations of each Existing Ship addressed to the Lender,
         stated to be for the purposes of this Agreement and dated not earlier
         than 30 days before the Drawdown Date for the Refinancing Advance, from
         2 independent London sale and purchase shipbroker selected by the
         Lender.

6        A favourable opinion from an independent insurance consultant
         acceptable to the Lender on such matters relating to the insurances for
         the Existing Ships as the Lender may approve.

7        Favourable legal opinions from lawyers appointed by the Lender on such
         matters concerning the laws of Cyprus, Malta, Panama, the Marshall
         Islands, Italy and such other relevant jurisdiction as the Lender may
         require.

                                     PART C

The following are the documents referred to in Clause 8.1(c). In this Part C of
Schedule 4, "RELEVANT SHIP" means the New Ship whose acquisition is to be
financed by the New Ship Advance being drawn down on the relevant Drawdown Date.

1        Copies of resolutions of the directors of the relevant New Shipowner
         authorising the execution of each of the Finance Documents in relation
         to the Relevant Ship and ratifying the execution of the MOA in relation
         to that Relevant Ship.

2        The original of any power of attorney under which any Finance Document
         in relation to the Relevant Ship is executed on behalf of the relevant
         New Shipowner.

3        A duly executed original of the Mortgage, the General Assignment and,
         if applicable, the Deed of Covenant for the Relevant Ship (and of each
         document to be delivered under each of them).

4        Copies of the MOA and, if applicable, the Bareboat Charters applicable
         to the Relevant Ship and all addenda thereto and of all documents
         signed or issued by the relevant New Shipowner, the relevant Seller and
         the relevant Bareboat Charterer under or in connection with any of
         them.

5        Documentary evidence that:

(a)      the Relevant Ship has been unconditionally delivered to, and accepted
         by, the relevant New Shipowner under the relevant MOA and the full
         purchase price payable under that MOA (in addition to the part financed
         by the relevant Advance) has been duly paid;

(b)      the Relevant Ship is definitively and permanently registered in the
         name of the relevant New Shipowner under the flag and at the port
         specified in Schedule 3;


                                       66



(c)      the Relevant Ship is in the absolute and unencumbered ownership of the
         relevant New Shipowner save as contemplated by the Finance Documents;

(d)      the Relevant Ship maintains the class as set out in Schedule 3 with the
         relevant classification society free of all overdue recommendations and
         conditions of such classification society;

(e)      the Mortgage relative to the Relevant Ship has been duly registered or
         recorded (as the case may be) against the Relevant Ship as a valid
         first priority or preferred ship mortgage in accordance with the laws
         of the relevant flag state; and

(f)      the Relevant Ship is insured in accordance with the provisions of this
         Agreement and all requirements therein in respect of insurances have
         been complied with.

6        Documents establishing that each Relevant Ship will, as from the
         Drawdown Date relative to the relevant New Ship Advance, be managed by
         the applicable Approved Manager on terms acceptable to the Lender,
         together with:

(a)      a letter of undertaking executed by the Approved Manager in favour of
         the Lender in the terms required by the Lender agreeing certain matters
         in relation to the management of the Relevant Ship and subordinating
         the rights of the Approved Manager against the relevant New Shipowner
         to the rights of the Lender under the Finance Documents; and

(b)      copies of the Approved Manager's Document of Compliance and the Safety
         Management Certificate and International Ship Security Certificate in
         respect of the Relevant Ship (together with any other details of the
         applicable safety management system which the Lender requires).

7        Two valuations (at the cost of the Borrower) of the Relevant Ship,
         addressed to the Lender, stated to be for the purpose of this Agreement
         and dated not earlier than 15 days before the relevant Drawdown Date,
         each from an independent London sale and purchase shipbroker selected
         by the Lender.

8        If the Relevant Ship is "SIR IVOR" or "LYNE":

(a)      a duly executed original of the Tripartite Agreement relative to the
         Relevant Ship (and of each document to be delivered pursuant thereto);

(b)      documentary evidence that the Relevant Ship has been unconditionally
         delivered by the relevant New Shipowner to, and accepted by, the
         relevant Bareboat Charterer for operation under the relevant Bareboat
         Charter;

(c)      copies of the constitutional documents of Petredec;

(d)      copies of resolutions of the directors of Petredec authorising the
         execution of the relevant Tripartite Agreement and ratifying its entry
         into the relevant Bareboat Charter; and

(e)      the original power of attorney under which any Finance Document is
         executed on behalf of Petredec.

9        If the Relevant Ship is "GAS NEMESIS":

(a)      a duly executed original of the Gas Nemesis Charter Assignment (and of
         each document to be delivered pursuant thereto); and


                                       67



(b)      documentary evidence that "GAS NEMESIS" is operating under the Gas
         Nemesis Time Charterparty.

10       Such documentary evidence as the Lender and its legal advisers may
         require in relation to the due authorisation and execution by the
         Seller of the Relevant Ship the MOA to which it is a party and of all
         documents to be executed by that Seller under that MOA.

11       Favourable legal opinions from lawyers appointed by the Lender on such
         matters concerning the laws of the flag state where the Relevant Ship
         is registered and such other relevant jurisdictions as the Lender may
         require.

12       A favourable opinion from an independent insurance consultant
         acceptable to the Lender on such matters relating to the insurances for
         the Relevant Ship as the Lender may require.

13       If the Lender so requires, in respect of any of the documents referred
         to above, a certified English translation prepared by a translator
         approved by the Lender.

Each copy document delivered under this Schedule shall be certified as a true
and up to date copy by a director or the secretary (or equivalent officer) of a
Borrower.


                                       68



                                 EXECUTION PAGE

BORROWERS

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
MATRIX GAS TRADING LTD.                        )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
VCM TRADING LTD.                               )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
GENEVE BUTANE INC.                             )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
LPGONE LTD.                                    )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
SEMICHLAUS EXPORTS LTD.                        )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
VENTSPILS GASES LTD.                           )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
PACIFIC GASES LTD.                             )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
ARACRUZ TRADING LTD.                           )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
INDUSTRIAL MATERIALS INC.                      )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
ENERGETIC PENINSULA LIMITED                    )


                                       69



SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
OXFORDGAS LIMITED                              )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
OCEAN BLUE LIMITED                             )

SIGNED by Pantelis Vetsikas                    ) /s/ Pantelis Vetsikas
for and on behalf of                           )
STEALTHGAS INC.                                )

LENDER

SIGNED by George Arcadis &                     ) /s/ George Arcadis
for and on behalf of Dimitris Christacopoulos  ) /s/ Dimitris Christacopoulos
FORTIS BANK (NEDERLAND) N.V.                   )


Witness to all                                 ) /s/ Vassiliki Georgopoulos
the above signatures:                          )


Name:                                          Vassiliki Georgopoulos
                                               Solicitor
Address:                                       Watson, Farley & Williams
                                               2 Defteras Merarchias
                                               Piraeus 185 36 - Greece


                                       70