SHIPBUILDING CONTRACT

Construction Agreement

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KVAERNER PHILADELPHIA SHIPYARD INC.,

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Title: SHIPBUILDING CONTRACT
Date: 3/8/2005
Industry: WATERT

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SHIPBUILDING CONTRACT

(Hull 003)

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THIS CONTRACT is made as of this 14th day of February, 2005, by and between

KVAERNER PHILADELPHIA SHIPYARD INC., a corporation organized under the laws of

Pennsylvania, having its principal office at 2100 Kitty Hawk Avenue,

Philadelphia, PA 19112 (hereinafter called the "BUILDER"), and MATSON NAVIGATION

COMPANY, INC., a corporation organized under the laws of Hawaii, having its

principal office at 555 12th Street, Oakland, CA 94607 (hereinafter called the

"BUYER").

WITNESSETH:

In consideration of the mutual covenants herein contained and in the Right of

First Refusal Agreement (as defined herein), the BUILDER agrees to design,

build, launch, equip and complete at its Philadelphia shipyard (hereinafter

called the "Shipyard") and sell and deliver to the BUYER one (1) container

VESSEL of the type Philadelphia CV 2600, more fully described in Article 1

hereof (hereinafter called the "VESSEL"), and the BUYER agrees to purchase and

take delivery of the VESSEL from the BUILDER and to pay for the same, all upon

the terms and subject to the conditions hereinafter set forth. Concurrent with

the execution of this Contract, BUYER and BUILDER have executed the Shipbuilding

Contract of even date herewith for the purchase of one (1) container VESSEL of

the type Independence CV 2500 (hereinafter called the "CV 2500 Shipbuilding

Contract") and the Right of First Refusal Agreement.

ARTICLE I - DESCRIPTION AND CLASS

1. Description:

The VESSEL shall have the BUILDER's Hull No. 003 and shall be designed,

constructed, equipped and completed in accordance with the provisions

of this Contract, and the Specification, as defined herein. The

Specification for the construction of the Vessel called "PHILADELPHIA

CV2600 - KPSI SHIP 003," Document No. 003-0101-80-202-E, dated January

21, 2005, and the related drawings and plans identified therein, the

General Arrangement Plan, Document No. 003-0101-80-203-D, Tank and

Manholes Plan, Document No. 003-0101-90-206-C, and Container Stowage

Plan, Document No. 003-0315-80-401-D, initialed by the BUILDER on

February 3, 2005, are hereby adopted and agreed and made a part of this

Contract with the same force and effect as though herein set out in

full (herein collectively called the "Specification").

2. Dimensions and Characteristics:

Dimensions:

Overall length: 217.0 m

Length between P.P.: 200.2 m

Breadth moulded: 32.2 m

Depth moulded to uppermost deck: 19.4 m

Design draft: 11.0 m

Cargo Capacity:

The VESSEL's deadweight shall be 29,400 metric tonnes, corresponding to

a mean draft in seawater (specific gravity 1.025 metric tons/m3) of

11.0 m (hereinafter the "guaranteed deadweight). The specified

deadweight shall include items as listed in the Specification.

Container Carrying Capacity:

The VESSEL's container carrying capacity shall be 1,341 container

places, and as otherwise set out in the Specification.

Propulsion Machinery:

Type: Reversible slow speed two stroke diesel engine

Max. Continuous power approx. 28,900 kW at 104 revs. /min

Auxiliary Generators:

Type 4 (four) four stroke MAK diesel generators

Max. continuous power approx. 2 (two) 1360kW @ 900 rpm

2 (two) 1530 kW@900 rpm

Speed:

The VESSEL's average speed on a sea trial undertaken in both directions

over a measured distance, with clean hull, in calm weather, wind and

sea not exceeding Beaufort 2 and with draft 11.0 m, shall be at least

22.5 knots at 90% MCR and with 20% sea margin.

The speed shall be proved by converting the results of the BUILDER's

sea trial under ballast conditions.

Fuel Consumption:

The fuel consumption of the main engine on the test bed shall not

exceed 179.55 grams per kW per hour when the engine develops 90% of

CMCR under the conditions stipulated in the Specification (hereinafter

the "guaranteed fuel consumption").

3. Classification, Rules and Regulations:

The VESSEL, including its machinery, equipment and outfittings shall be

constructed in accordance with the rules of and under special survey of

American Bureau of Shipping (herein called the "Classification

Society"), with the following notation; +A1 "Container CARRIER" E + AMS

+ ACCU SH (herein referred to as the "Class").

Decisions of the Classification Society as to compliance or

non-compliance with the rules thereof shall be final and binding upon

both parties hereto.

The VESSEL shall be built and equipped in compliance with all rules and

regulations for registration under the flag of the United States of

America with a Coastwise endorsement.

The VESSEL shall also comply with the rules, regulations and

requirements of other regulatory bodies as described in the

Specification.

All fees and charges incidental to the classification and with respect

to compliance with the above referred rules, regulations and

requirements shall be for account of the BUILDER.

4. Subcontracting:

The BUILDER may in general, at its sole discretion and responsibility,

subcontract portions of the construction work of the VESSEL. However,

to subcontract more than 150 tonnes of the total hull steel weight, the

BUILDER will need the prior written consent of the BUYER. The BUILDER

shall nevertheless always be responsible under the contract for the

quality, workmanship and materials of the VESSEL. The BUYER's rights

hereunder shall not be in any way reduced in respect of such

subcontracted work.

If the BUYER requests the BUILDER to order any equipment or machinery

from a particular supplier, the BUILDER will take all reasonable steps

to comply with such request, but the BUILDER may refuse to comply with

the request unless the BUYER assumes the responsibility for the price

and schedule impacts and for possible technical deficiencies, if any,

compared with the BUILDER nominated supplier.

5. Registration:

The VESSEL shall be registered by the BUYER at its own cost and

expense.

6. Financing Documentation:

a. If the BUYER elects to treat the VESSEL as a qualified vessel

for purposes of using its capital construction fund pursuant

to Section 607 of the Merchant Marine Act, 1936, as amended,

the BUILDER will provide the BUYER, promptly upon the BUYER's

written request, all documentation reasonably necessary to

assist the BUYER with such election.

b. If the BUYER elects to finance the VESSEL by using Title XI of

the Merchant Marine Act, 1936, as amended, the BUILDER will

provide the BUYER, promptly upon the BUYER's written request,

all documentation requested by the U. S. Maritime

Administration that may be necessary to support a waiver

request by the BUYER under 46 CFR 298.13 (b) (2) (ii).

ARTICLE II - CONTRACT PRICE, TERMS OF PAYMENT

AND EFFECTIVE DATE

1. Contract Price:

a. The purchase price of the VESSEL is ONE HUNDRED FORTY FOUR

MILLION THREE HUNDRED AND NINETY-ONE THOUSAND DOLLARS

($144,391,000) plus the cost incurred by the BUILDER with

respect to the construction period financing for the VESSEL as

provided for in paragraph (c) below, net receivable by the

BUILDER, which is exclusive of the BUYER's Supplies as

provided in Article XVIII hereof and shall be subject to

upward or downward adjustment, if any, as hereinafter set

forth in this Contract (herein called the "Contract Price").

The Contract Price is due and payable to the BUILDER upon and

concurrent with delivery of the VESSEL to the BUYER. Payment

shall be made by wire transfer to Citizens Bank (collectively

with any successor thereto, "Builders Bank") for account of

the BUILDER.

b. The Contract Price includes a BUYER's allowance of up to ONE

MILLION NINE HUNDRED THOUSAND DOLLARS ($1,900,000) for spares

and supplies to be selected by the BUYER. Any unexpended

amounts shall be paid to the BUYER at delivery of the VESSEL

or offset against amounts due the BUILDER.

c. With respect to the cost of the construction period financing,

the BUYER shall reimburse the BUILDER for construction

financing costs on the portion of the Contract Price set forth

below from the respective dates set forth below until the

Delivery Date at an interest rate of three-month LIBOR plus

350 basis points:

22.5% of the Contract Price February 25, 2005

7.5% of the Contract Price Float out of the VESSEL

2. Terms of Payment:

The BUYER shall pay the BUILDER the full amount of the Contract Price

at delivery of the VESSEL.

3. Effective Date of Contract:

This Contract shall be binding with immediate effect upon execution,

provided, however, that the occurrence of the following events shall be

a condition to the parties' respective obligations to perform

hereunder:

a. Written consent of the respective boards of directors of the

BUYER and the BUILDER of this Contract and the CV 2500

Shipbuilding Contract, provided that if such consents are not

received by February 24, 2005, this Contract shall

automatically terminate;

b. All necessary approvals of the Contract by and any required

assignments to Caterpillar Financial Services Corporation, who

is providing the construction period financing for the VESSEL

by February 18, 2005;

c. Written confirmation from the BUILDER by February 18, 2005

that all contractual rights of third parties to acquire the

VESSEL have been terminated with appropriate releases;

d. Written confirmation from the BUYER that it has reviewed and

accepted the Specification as provided in Paragraph 1(c) of

Article V, by February 18, 2005;

e. Agreement by the parties on a list of non-compulsory changes

pursuant to Paragraph 2(b) of Article V by February 18, 2005;

and

f. By February 18, 2005, the BUILDER shall provide the BUYER with

a guarantee of Kvaerner ASA of (i) the BUILDER's obligations

to make warranty repairs under Article IX hereof, (ii) the

BUILDER's indemnification obligations under Paragraph 2 of

Article XXI hereof, and (iii) the BUILDER's obligation under

that certain Right of First Refusal Agreement dated of even

date herewith signed by the parties relating to certain rights

with respect to future CV 2600 and CV 2500 type container

vessel building positions at the Shipyard (the "Right of First

Refusal Agreement").

g. By February 18, 2005, the BUILDER shall provide to the BUYER

an enforceable release agreement, satisfactory to the BUYER,

from OceanBlue Express, Inc. and each of its current and

former shareholders, obtained in exchange for adequate

consideration, fully releasing and forever discharging the

BUYER, its parent, subsidiaries, affiliates, agents,

subcontractors, directors, officers and employees from any and

all claims, demands, obligations, liens and suits of every

nature whatsoever arising out of or based on the purchase of

the VESSEL by the BUYER.

h. By February 18, 2005, the parties will agree on any necessary

amendment to Paragraph 2 of Article XXI.

4. Method of Payment:

Upon receipt of notice from the BUILDER, the BUYER shall remit the

amount of the delivery payment by wire transfer to Citizens Bank

(collectively with any successor thereto, "Builder's Bank") for the

account of the BUILDER.

ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

It is understood and agreed that the damage arising from failure of BUILDER to

comply with the terms of the Specification regarding timing of delivery,

speed, fuel consumption, carrying capacity, and dead weight (collectively,

"Performance Guarantees"), would be difficult to determine.

The Contract Price shall be subject to adjustment, as hereinafter set forth,

in the event of the following contingencies (it being understood by both

parties that any reduction of the Contract Price is by way of liquidated

damages and not by way of penalty). The BUILDER shall pay the BUYER,

concurrently with delivery of the VESSEL, liquidated damages upon the

occurrence of the following:

1. Delivery:

a. The BUILDER shall not pay liquidated damages for the first

fifteen (15) days in delay of the delivery of the VESSEL

beyond the Delivery Date as defined in Article VII hereof

(ending at twelve o'clock midnight of the fifteenth (15th) day

of delay.

b. If the delivery of the VESSEL is delayed more than fifteen

(15) days after the Delivery Date, then, in such event,

beginning at twelve o'clock midnight of the fifteenth (15th)

day after the Delivery Date, the BUILDER shall pay liquidated

damages to the BUYER as follows:

16th - 210th day US$ 20,000 per day (Twenty Thousand U.S.

dollars)

c. But, if the delay in delivery of the VESSEL should continue

for a period of one hundred and ninety-five (195) days from

the sixteenth (16th) day after the Delivery Date, then in such

event, and after such period has expired, the BUYER may at its

option terminate this Contract in accordance with the

provisions of Article X hereof. The BUILDER may, at any time

after the expiration of the aforementioned hundred ninety-five

(195) and days of delay in delivery, if the BUYER has not

served notice of termination as provided in Article X hereof,

demand in writing that the BUYER shall make an election, in

which case the BUYER shall, within fifteen (15) days after

such demand is received by the BUYER, notify the BUILDER of

its intention either to terminate this Contract or to consent

to the acceptance of the VESSEL at an agreed future date it

being understood by the parties hereto that, if the VESSEL is

not delivered by such future date, the BUYER shall have the

same right of termination upon the same terms and conditions

as hereinabove provided.

2. Container Carrying Capacity:

a. The VESSEL shall be capable of carrying 1,341 container units.

Alternate loadings shall be according to the specification.

b. The BUILDER shall not pay liquidated damages by reason of the

actual container capacity of the VESSEL being less than 10

containers of the 1,341 container capacity of the VESSEL under

conditions according to the VESSEL's Container Stowage Plan as

given in the Specification.

c. However, should there be a deficiency in said container

capacity of the VESSEL of more than 10 containers (independent

of size) i.e. less than 1,331 container units, the BUILDER

shall pay liquidated damages in the amount of $10,000 per 20'

container, $20,000 per 40' and 45' container, and $25,000 per

refrigerated container short of 1,331 container units.

d. Should the container carrying capacity be less than 1,291

container units, then the BUYER may, at its option, reject the

VESSEL and terminate this Contract in accordance with the

provisions of ARTICLE X hereof, or may accept the VESSEL along

with the maximum liquidated damages for 1,291 container units

only.

3. Deadweight:

a. The BUILDER shall not pay liquidated damages by reason of the

actual deadweight of the VESSEL as determined in accordance

with the Specification if the difference is less than (300)

metric tons of the 29,400 metric tons guaranteed deadweight of

the VESSEL.

b. However, in the event that the actual deadweight of the VESSEL

as determined in accordance with the Specification is more

than 300 metric tons below the guaranteed deadweight of the

VESSEL, the BUILDER shall pay liquidated damages in the amount

of $500 for each full metric ton of such deficiency being more

than 300 metric tons. (disregarding fractions of one (1)

metric ton).

c. In the event of such deficiency in the actual deadweight of

the VESSEL being 1,000 metric tons or more, the BUYER may, at

its option, reject the VESSEL and terminate this Contract in

accordance with the provisions of Article X hereof or accept

the VESSEL at a reduction in the Contract Price, along with

the maximum liquidated damages of $350,000.

4. Speed:

a. The BUILDER shall not pay liquidated damages by reason of the

actual speed, as determined by the trial run, being less than

three-tenths (0.3) of one (1) knot below the guaranteed speed

of 22.5 knots.

b. However, commencing with and including such deficiency of

three-tenths (0.3) of one (1) knot in actual speed below the

guaranteed speed of the VESSEL, the BUILDER shall pay

liquidated damages as follows (but disregarding fractions of

one-tenth (1/10) of a knot):

For 0.3 knots $65,000

For 0.4 knots $130,000

For 0.5 knots $195,000

For 0.6 knots $260,000

For 0.7 knots $325,000

For 0.8 knots $390,000

For 0.9 knots $455,000

For 1 full knot $520,000

If the deficiency in actual speed of the VESSEL, upon trial

run is more than one (1) full knot below the guaranteed speed

of the VESSEL, then the BUYER at its option, may reject the

VESSEL and terminate this Contract in accordance with the

provisions of Article X hereof, or may accept the VESSEL along

with maximum liquidated damages of $520,000.

5. Fuel Consumption:

a. The BUILDER shall not pay liquidated damages by reason of the

fuel consumption of the main engine on the test bed, as

determined per the Specification, being more than the

guaranteed fuel consumption of the VESSEL, if such excess is

not more than 1 grams over the guaranteed fuel consumption,

equaling 179.55 g/kWh (171.0 g/KWh + 5%).

b. However, commencing with an excess of one gram in the actual

fuel consumption over the guaranteed fuel consumption, the

BUILDER shall pay liquidated damages in the amount of $50,000

for each full gram increase in fuel consumption.

c. If such actual fuel consumption exceeds 189 g/kWh, the BUYER

may, at its option, reject the VESSEL and terminate this

Contract in accordance with the provisions of Article X

hereof, or may accept the VESSEL along with maximum liquidated

damages of $500,000.

6. Maximum Liquidated Damages and Effect of Termination:

Notwithstanding any other provision of this Article III, it is

expressly understood and agreed by the parties hereto that in any case:

a. The aggregate liquidated damages due to be paid by the BUILDER

pursuant to this Article III shall not exceed five per cent

(5%) of the Contract Price.

b. If the BUYER terminates this Contract under this Article, the

BUYER shall notify BUILDER and such termination shall be

effective as of the date notice thereof is received by the

BUILDER, and the BUYER shall not be entitled to any liquidated

damages.

c. If the BUYER terminates this contract in accordance with the

provisions of Article X hereof, all obligations, duties and

liabilities of each of the parties to the other under this

Contract shall be forthwith completely discharged.

ARTICLE IV - SUPERVISION AND INSPECTION AND

APPROVAL OF PLANS AND DRAWINGS

1. Approval of Plans and Drawings:

Upon execution of this Contract, the BUILDER represents and the BUYER

acknowledges that;

a. the basic design of the vessel has been completed; and

b. all necessary plan approvals have been obtained or are in the

process of being obtained from the regulatory bodies; and

c. the Specification reviewed and agreed to by BUYER, and

incorporated by reference in this Contract, reflects the

current design of the VESSEL upon effective date of this

Contract; and

d. the Original Contract Price for the VESSEL has been agreed to

on this basis. Included in the Specification is a list of

Basic Design Documents that are submitted to the

Classification Society and other regulatory bodies for their

approval. These plans and drawings shall be regarded as

approved by the BUYER. Any request by the BUYER for changes to

any of these plans and drawings except those required by

regulatory bodies shall be handled as a request for change to

the Specification in accordance with Paragraph 1 Article V.

2. Appointment of Project Manager and Buyer's Representative:

The BUYER shall appoint, at his cost, one representative who shall be

duly authorized in writing by the BUYER (herein called the "Buyer's

Representative") to act on behalf of the BUYER in connections with

changes of the Specification, approval of Change Orders, approval of

the plans and drawings, attendance to the tests and inspections

relating to the VESSEL, its machinery, equipment and outfitting, and

any other matters for which he is specifically authorized by the BUYER.

In case the Buyer's Representative is not stationed at the Shipyard,

the BUYER shall give clear instructions to the BUILDER regarding the

authority of other personnel representing the BUYER at the Shipyard.

The BUILDER shall appoint one representative who shall be duly

authorized in writing by the BUILDER (herein called "Builder's

Representative") to act on behalf of the BUILDER in connection with

changes of the Specification, approval of Change orders, approval of

the plans and drawings, attendance at the tests and inspections

relating to the VESSEL, its machinery, equipment, outfitting and any

other matters for which he is specifically authorized by the BUILDER.

Until the Buyer's Representative's arrival at the Shipyard, and during

the absence of the Buyer's Representative in the Shipyard, all

inspections shall by made by the Classification Society and/or BUILDER,

and the BUYER shall be deemed to have inspected the construction work

performed by the BUILDER in the above manner in accordance with the

Contract and Specification. Such acceptance by the BUYER of inspections

made by the Classification Society and/or BUILDER is subject to due

notices of inspections being given to the BUYER or the Buyer's

Representative.

3. Supervision and Inspection:

a. The necessary inspections of the VESSEL, its machinery,

equipment and outfittings shall be carried out by the

Classification Society, other regulatory bodies and/or an

inspection team of the BUILDER throughout the entire period of

construction, in order to ensure that the construction of the

VESSEL is duly performed in accordance with the Contract.

b. Prior to the execution of the Contract, the inspections of the

VESSEL have been performed by the BUILDER and the

Classification Society without the presence of the Buyer's

Representative. All inspections performed prior to the

execution of the Contract by the BUILDER and the

Classification Society, if any, shall be accepted by the BUYER

and shall not be repeated at a later stage, subject to

Paragraph 10 of Article IV. The BUYER shall be given access to

review all such prior inspections of the Classification

Society and other regulatory bodies.

c. The Buyer's Representative and his assistants shall have,

during the construction of the VESSEL, the right to attend all

tests, trials and inspections of the VESSEL and its Materials.

The BUILDER shall give a notice to the Buyer's Representative

reasonably in advance of the date and place of such tests and

inspections to be attended by him for his convenience. Failure

of the Buyer's Representative and/or his assistants to be

present at such tests and inspections after due notice to him

as above provided shall be deemed a waiver of his right to be

present.

d. In order to determine that the VESSEL is being constructed in

accordance with the terms of the Contract and the

Specification the Buyer's Representative and his assistants

shall, at all times until delivery and acceptance of the

VESSEL, have the right to inspect the VESSEL, her engines and

all accessories and all work in progress, or material utilized

in connection with the construction of the VESSEL, wherever

such work is being done, or such material is stored,

including the yards, workshops, stores and offices of the

BUILDER. The BUILDER shall seek to arrange with its

subcontractors that the Buyer's Representative and his

assistants have a similar right of inspection and supervision

with respect to the work performed by the subcontractors.

e. In cases requiring approval from Classification Society, such

inspections shall, to the extent possible, be carried out as

joint inspection by the Buyer's Representative and the

representative of the Classification Society.

f. The Buyer's Representative shall, on behalf of the BUYER, make

decisions or give advice or suggestions to the BUILDER on all

problems arising during the course of or in connection with

the construction of the VESSEL with a view to co-operating to

the utmost with the BUILDER in the construction process.

g. In the event that the Buyer's Representative discovers any

Materials, construction or workmanship which is not deemed to

conform to the requirements of the Contract, the Buyer's

Representative shall promptly give the Builder's

Representative a notice in writing as to such non-conformity.

Upon receipt of such notice from the Buyer's Representative,

the BUILDER shall correct such non-conformity, if the BUILDER

agrees to his view. In the event of difference of opinion

between the parties hereto, the BUILDER or the BUYER may

request resolution of the matter in accordance with the

provisions of Article XIV hereof.

h. Any acceptance or approval of the BUYER or the Buyer's

Representative shall in no way alter or diminish the BUILDER's

obligation under this Contract.

4. Responsibility of the BUILDER:

a. The BUILDER shall furnish the Buyer's Representative and his

assistants with one suitable standard office trailer complete

with furniture, telephone, facsimile and computer access and

parking space proximate to the location of this trailer. Such

office space and amenities shall be equivalent as those

provided to the BUYER in connection with the construction of

the BUILDER's Hull 001 and Hull 002.

b. The BUILDER shall, at all times, until delivery of the VESSEL,

give the Buyer's Representative and his assistants free and

ready access to the VESSEL, her engines and accessories, and

reasonable access to any other place where work is being done,

or materials are being processed or stored, in connection with

the construction of the VESSEL, including the yards, workshops

and stores of the BUILDER, and the premises of subcontractors

of the BUILDER, who are doing work or storing materials in

connection with the construction of the VESSEL.

5. Liability of the BUILDER:

The Buyer's Representative, his subcontractors and his assistants shall

at all times be deemed to be the employee of the BUYER. The BUILDER

shall be under no liability whatsoever for personal injuries to, or

death of, such Buyer's Representative or employees or agents of the

BUYER, or for damage to, or loss or destruction of, their property,

unless such injury, death, damage, loss or destruction is shown to have

been caused by the gross negligence or willful acts of the BUILDER

and/or subcontractor and/or their employees or agents, while acting

within the scope of their employment.

6. Responsibility of the BUYER:

The BUYER shall undertake and assure that the Buyer's Representative

shall carry out his duties hereunder in accordance with the normal

shipbuilding practices of the BUILDER and in such a way as to avoid any

unnecessary increase in building cost, delay in or interference with

the design and construction of the VESSEL, and/or any disturbance in

the construction schedule of the BUILDER. The BUILDER has the right to

request the BUYER to replace the Buyer's Representative and/or his

assistants who is deemed unsuitable and unsatisfactory for the proper

progress of the VESSEL's construction. The BUYER shall investigate the

situation by sending his representatives to the Shipyard if necessary,

and if the BUYER considers that such BUILDER's request is justified,

the BUYER shall effect such replacement as soon as practicable.

7. Liability of the BUYER:

The BUILDER and his employees, agents and subcontractors shall at all

times be deemed to be employees of the BUILDER. The BUYER shall be

under no liability whatsoever for personal injuries to, or death of,

such BUILDER's employees, agents, or subcontractors, or for damage to,

or loss or destruction of, their property, unless such injury, death,

damage, loss or destruction is shown to have been caused by the gross

negligence or willful acts of the BUYER, Buyer's Representative and/or

subcontractor and/or their employees or agents, while acting within the

scope of their employment.

8. Approval by Regulatory Bodies:

a. All plans or data required by the Classification Society or

other relevant regulatory bodies in connection with approval

of the VESSEL shall be prepared and submitted by the BUILDER

or its subcontractors and suppliers, except such data which is

explicitly requested by the relevant regulatory body to be

submitted by the BUYER.

b. The BUYER shall be informed by the BUILDER about discussions

of technical matters related to such approval between the

BUILDER and the regulatory bodies.

c. The BUILDER shall facilitate regular status meetings among the

BUILDER, the Buyer's Representative and the Classification

Society to discuss issues related to approval by the

Classification Society of the Vessel.

9. The BUILDER's Master Production Schedule:

The BUYER shall be provided with the latest official version of the

Builder's master production schedule showing the main production

activities for the Vessel and the main production activities for the

final outfitting, mechanical completion and testing.

10. Approval of Previously Completed Work

The BUYER acknowledges that construction of the VESSEL has begun and

that any changes requested by the BUYER to parts of the VESSEL that

have already been constructed shall be treated as a request for a

change under Article V hereof. The BUILDER shall be required, at the

BUILDER's cost, to correct any previously completed work that is found

not to be in conformity with the Specification.

ARTICLE V - MODIFICATIONS

1. Modifications of Specification:

The Specification may only be modified and/or changed by written

agreement of the parties hereto, provided that such modifications

and/or changes or an accumulation thereof will not, in the BUILDER's

judgment, materially affect the BUILDER's planning or program in

relation to the BUILDER's other commitments, and provided, further,

that the BUYER shall first agree, in writing, before such modifications

and/or changes are carried out, to alterations in the Contract Price,

the Delivery Date and other terms and conditions of this Contract and

Specification occasioned by or resulting from such modifications and/or

changes.

Such agreement may be effected by an exchange of letters signed by the

authorized representatives of the parties hereto manifesting agreements

of the parties hereto, which shall constitute amendments to this

Contract and/or the Specification.

The BUILDER may make minor changes to the Specification, if found

necessary to suit the BUILDER'S local facilities, the availability of

Materials, introduction of improved production methods or otherwise,

provided that the BUILDER shall obtain the BUYER's prior written

approval, which shall not be unreasonably withheld.

2. Change in Class, etc:

In the event that, after the date of this Contract, any requirements as

to class, or as to rules and regulations to which the construction of

the VESSEL is required to conform, are altered or changed by the

Classification Society or the other regulatory bodies authorized to

make such alterations or changes, the following provisions shall apply:

a. If such alterations or changes are compulsory for the VESSEL,

either of the parties hereto, upon receipt of such information

from the Classification Society or such other regulatory

bodies, shall promptly transmit the same to the other in

writing, and the BUILDER shall thereupon incorporate such

alterations or changes in to the construction of the VESSEL.

The BUILDER shall present to the BUYER the adjustment required

by the BUILDER in the Contract Price, the Delivery Date and

other terms and conditions of the Contract occasioned by the

change. The adjustment shall then be agreed on as a Change

order in accordance with Paragraph 1 of this Article.

b. If such alterations or changes are not compulsory for the

VESSEL, but the BUYER desires to incorporate such alterations

or changes into the construction of the VESSEL, then, the

BUYER shall notify the BUILDER of such intention. The BUILDER

may accept such alterations or changes, provided that such

alterations or changes will not, in the judgment of the

BUILDER, adversely affect the BUILDER's planning or program in

relation to the BUILDER's other commitments, and provided,

further, that the BUYER shall first agree to adjustments

required by the BUILDER in the Contract Price, the Delivery

Date and other terms and conditions of this Contract and the

Specification occasioned by or resulting from such alterations

or changes. By February 18, 2005, the BUYER and the BUILDER

shall agree on a list of certain non-compulsory changes to

conform the VESSEL to the BUILDER's Hull 001 and 002, subject

to an agreement on adjustments to the Contract Price, the

Delivery Date and other terms and conditions of this Contract

and the Specification.

c. Agreements as to such alterations or changes under this

Paragraph shall be made in the same manner as provided in