Award 04-053B
Sept. 24, 2004

Partenaire Co. as agent for the Secretariado Téchnico de la Presidencia
of the Government of Dominican Republic, subject to the terms and
conditions set forth in freight invitation DR-FFE-04-053B, confirms the
following fixture:

Invitation number 679: 12,500 metric tons of Bulk wheat to load at 1/2
safe berth US Gulf and to discharge at 1/2 safe berths each 1/3 port(s)
at charterer's option (Santo Domingo, Puerto Plata, San Pedro de Macoris
and/or Rio Haina)

Laydays/canceling dates: 15-25 November 2004

The above cargo was booked on the following vessel:

Doris Guenther, U.S. Flag ship –Bulk Carrier
Owner: Teco Ocean Shipping

Freight Rate: U.S. dollars 63.49 per metric ton for the cargo discharged
in Santo Domingo, $68.49 for cargo discharged in other ports, basis one
load port.

Demurrage / despatch: $8,000/$4,000

For additional information, contact:

Partenaire Co. (as agent for the STP)
803 West Broad Street, Suite 620
Falls Church, VA 22046
Fax: (703) 532-8181
Phone (703) 533-2225
Email: logistics@partenaire.us 

Tender, 04-053B
September  9, 2004

Freight tender DR-FFE-04-053B.

Partenaire Co. as agent for the Secretariado Tecnico de la Presidencia
of the Government of the Dominican Republic, subject to the provisions
of the McGovern-Dole International Food for Education and Child
Nutrition program, 7 CFR Part 1499, the Proforma NORGRAIN charter party
adapted 2004, and the terms and conditions set forth below, invites firm
offers of U.S. and non-U.S. flag named vessels (full or part cargo

1. Offers.
Offers shall be received at the below address latest by:
11:00 AM September 14, 2004 and remain valid until:
18:00 PM September 16, 2004
All times Washington DC local time.

2. Cargo.
Wheat in bulk.

3. Quantity.
Approximately 12,500 metric tons. Contract quantity shall be on a
min/max basis. Owners should consider offering vessel(s) to carry a
wider range of tonnages in order to accommodate the program needs.

3.1. Part cargo offers.
Any additional completion cargo(es) must be duly separated by natural
separations, must be compatible and non-injurious to the Dominican
Republic wheat, must be detailed in the offer or approved by
charterers/USDA if contracted after fixture of the Dominican Republic
wheat. Vessel's itinerary and geographic proximity of completion
cargo(es) will be taken into consideration by charterers/USDA in
approval of such part cargo(es) in order not to unduly impede delivery
of the Dominican Republic Section 416(b) cargo to the discharge ports.

4. Laydays / canceling dates.
November 15 - 25, 2004. Offers with canceling date beyond the canceling
date specified here will not be considered.

Vessel shall give a minimum 14 days notice of ETA load port/range. The
14 day preadvice must be received by charterer's agent no later than
11:00 AM (Washington DC time) on the business day it is given. Preadvice
received after that time will count as received on the next business

6. Loading.
Vessel shall load at 1/2 Safe Berth(s), 1/2 Safe Port(s) U.S. Port(s) or
Canadian transshipment points. Offerors should specify the US coastal
range and/or load port(s) which are applicable to their offer. For
offers basis US great lakes utilizing feeder vessels, offer is to
include the name and description of feeder vessels.

7. Discharging:
Vessel shall discharge at 1/2 Safe Berth(s) each 1/3 Port(s) in
charterer's option out of: Santo Domingo (maximum draft 29 feet
brackish, maximum LOA 700 feet, maximum beam 110 feet), Puerto Plata
(maximum draft 33 feet brackish water, maximum LOA 700 feet, maximum
beam 105 feet), San Pedro de Macoris (maximum draft 24 feet brackish,
maximum LOA 600 feet, maximum beam 90 feet), Rio Haina (maximum draft 33
feet brackish, maximum LOA 700 feet, maximum beam 110 feet)

Vessels with longer LOA may be considered provided owners obtain written
permission from the Port Authorities and the millers to enter, berth,
and discharge. Such permission must be submitted with the offer.

Vessel is solely responsible for arriving at the discharge port and
berth(s) with a safe and acceptable draft and within acceptable vessel
size restrictions.

8. Freight rate.
Freight rate shall be in U.S. dollars per metric ton basis 1 load port/1
discharge port. Additional freight charges must be specified for each
additional load and discharge port(s), if used.

9. Freight payment.
9.1. Freight is payable by CCC when the vessel and cargo have arrived at
the first or sole discharge port. For complete detail of the
documentation required for freight payment, please refer to charter
party proforma clause 46 and note provisions regarding payment by
electronic transfer.

9.2. Partenaire, along with the United States Department of Agriculture,
reserves the option to require freight payment to be made through US
Bank's PowerTrack system. Such option will declared by Partenaire prior
to cargo lifting. If PowerTrack option is declared, carrier shall be
responsible for establishing an account directly with US Bank.

10. Terms.
Vessel Load / Free Out Discharge.

11. Load rate.
The cargo is to be loaded according to berth terms with customary
despatch at the average rate as delineated below based on vessel's
contracted quantity. The rates are basis tons of 2204.6 lbs per weather
working day of 24 consecutive hours, Sunday and Holiday excepted even if
used. Saturdays per BFC Saturday clause.

11.1. Bulk carriers (including bulk carrier barges):
Vessel contracted quantity Load rate

0 - 9,999.99 MT 4,000 MT Per Day
10,000 - 19,999.99 MT 5,000 MT Per Day
20,000 - 29,999.99 MT 6,000 MT Per Day
30,000 - 39,999.99 MT 7,500 MT Per Day
40,000 - 49,999.99 MT 10,000 MT Per Day
50,000 MT and above 12,000 MT Per Day

11.2. Tankers: Vessel contracted quantity Load rate

0 - 9,999.99 MT 4,000 MT Per Day
10,000 - 19,999.99 MT 5,000 MT Per Day
20,000 - 29,999.99 MT 6,000 MT Per Day
30,000 MT and above 7,500 MT Per Day

11.3. Tweendeckers/liner vessels: the load rate shall be 3,000 MT per

11.4. LASH/Seabee barges: the load rates shall not apply.

11.5. Laytime accounts are to be settled directly between owners and
commodity supplier(s) at load port(s). Laytime calculation, overtime and
trimming to be in accordance to addendum No. 1 of the North American
Export Grain Association, Inc. FOB contract No. 2 (revised as of May 1,
2000) clauses 1-10 inclusive, (hereinafter NAEGA) regardless of type of
vessel. Further, the following modifications to NAEGA will apply:
anywhere the word "buyer" appears, the words "shipowner" should be
substituted in its place. Under no circumstances shall charterers or CCC
be responsible for resolving disputes involving the calculation of
laytime or the payment of demurrage or despatch between the vessel
owners and the commodity supplier(s). Any/all disputes between vessel
owners and the commodity supplier(s) arising out of this contract
relating to the settlement of laytime issues shall be arbitrated in New
York subject to the rules of the Society of Maritime Arbitrators, Inc.

12. Discharge rate.
Discharge rates are basis weather working days, Saturdays, Sundays,
Holidays Excluded even if used (WWDSATSHEX EIU), always provided vessel
can discharge at the charter party rate.

12.1. For bulk carriers including bulk carrier ocean barges: Santo
Domingo: 2,000 MT per day. Puerto Plata, Rio Haina, San Pedro de
Macoris: 1,500 MT per day provided minimum 2 available/workable holds.

12.2. For tweendeckers and liners 1,200 MT per day basis minimum 2
available/workable holds.

12.3. No discharge rate for LASH/Seabee barges.

12.4. Discharge port laytime accounts are to be settled directly between
charterer and vessel owner. Vessel owner is to prepare and submit signed
discharge port laytime statement to charterer's agent for approval
within 30 days of completion of discharge. Discharge port Notice of
Readiness and discharge port Statement of Facts, both signed on behalf
of charterers and vessel owner are to be presented with signed discharge
port laytime statement. Charterers or their agents shall promptly
furnish to the Director of USDA PL 480 Operations Division a copy of the
signed Notice of Readiness, laytime statement and Statement of Facts at
discharge port(s). Under no circumstances shall CCC be responsible for
resolving disputes involving the calculation of laytime or the payment
of demurrage or despatch between charterer and the vessel owner. Any/all
disputes between charterer and vessel owner arising out of this contract
relating to the settlement of laytime issues shall be arbitrated in New
York subject to the rules of the Society of Maritime Arbitrators, Inc.

13. Demurrage / Despatch.
Laytime is non-reversible. Offers shall specify the demurrage and
despatch rates. Despatch must be half of the demurrage rate quoted.
Demurrage/despatch is applicable at load and discharge ports.

14. Lightening.
If owners intend to lighten the cargo at the discharge port, the offer
should specify the cost of lightening, whether partial or full
lightening. If lightening is not performed, and vessel discharges
directly at the berth(s), then USDA will deduct the lightening cost from
the ocean freight. For tankers, full lightening into geared
bulkcarrier(s) is mandatory.

15. Offer specifications.
Only firm offers of named vessels with full particulars and which are
responsive to this IFB will be considered. U.S. flag offers subject open
are acceptable provided the subject is lifted by 11:00 AM September 15,

Offers are encouraged to provide all relevant information such as:
Vessel's name, flag, owners full style, vessel type, Built date, DWAT,
cubics, LOA, beam, draft, speed, hold/hatches, class, vessel gear,
whether full of part cargo and if part cargo with complete details on
completion cargoes and itinerary, vessel's present position, itinerary
and ETA, freight, demurrage/despatch rates.

Non-Vessel Operating Common Carriers (NVOCC) may not be employed to
carry U.S. or foreign flag shipments.

16. Fumigation.
Vessels must be able to be fumigated with an aluminum phosphide
preparation in-transit in accordance with the USDA, FGIS Fumigation
Handbook and vessels that cannot be so fumigated will not be considered.
At the final loading port, commodity supplier will arrange and pay for
in-transit fumigation performed by a certified applicator in accordance
with the USDA, FGIS Fumigation Handbook. Fumigation must be witnessed by
FGIS, USDA and the aluminum phosphide preparation must be contained in
packaging as described in the Fumigation Handbook. Dust retainers must
be used. For tweendeckers and bulk carriers (including push mode ITB),
the recirculation method of fumigation will be used. For tankers and tug
barges other than push mode ITB's, surface application will be used.

Tweendeck vessels will be considered provided they are acceptable for
in-transit fumigation in accordance with FGIS Fumigation Handbook.
Offers of such tween-deck vessels must be accompanied by a copy of a
letter from FGIS, USDA stating that the vessel can be fumigated under
the FGIS in-transit fumigation procedures.

In addition, tweendeck vessels are acceptable only when a certified
applicator states that the vessel has been inspected and found to be
suitable for fumigation and such written statement from certified
applicator should be submitted with offer.

If the cargo is found to be infested upon arrival at the discharge port
by government inspectors and clean bills of lading have been issued,
fumigation costs, if any, shall be for the vessel's account and time to
count for U.S. and foreign flag vessels.

17. Vessel restrictions.
For non-U.S. flag vessels, only geared bulk carriers will be considered.
Vessels must be equipped with gear rated minimum 10 MT SWL able to
service every hatch and suitable for clamshell discharge. Vessels must
have mechanical or hydraulic hatch covers. Vessels must be classed
highest ABS, Lloyds or equivalent. U.S. flag gearless vessels must
provide adequate discharge equipment capable of maintaining the
guaranteed discharge rate. U.S. flag gearless vessels providing
vacuvators or marine legs for discharge must also provide all necessary
fuel, pipes, supports for pipes and technicians to operate the
vacuvators or marine legs. Tankers are allowed subject to full
lightening into geared bulkcarrier(s).

18. Insurance.
Foreign flag vessels shall not be older than 20 years. Any extra
insurance on cargo incurred owing to vessel's age, type, class, flag or
ownership to be for owners' account. In the case of U.S. flag vessels,
such extra insurance will be limited to the maximum obtainable in the
New York market.

19. Vessel agents.
Vessel agents at load port(s) shall be appointed and paid for by
shipowners. Vessel agents at discharge port(s) shall be appointed by
charterers, shipowners paying the customary agency fees, provided those
fees are competitive.

20. Bonds.
Charterers require shipowners or carriers to post a performance bond in
the form of a certified check only, drawn on a U.S. Bank, equivalent to
five (5) percent of the gross freight, in favor of Partenaire Co. The
performance bond will be held until the vessel(s) complete loading the
cargo and the carrier has released clean, unclaused original bills of
lading and furnished all other required documentation. The performance
bond is due within five
(5) working days of USDA approval of the fixture. The performance bond
shall not be construed as liquidation of damages in the event of

21. ISM Code.
Owners guarantee that this vessel complies fully with the International
Safety Management (ISM) Code, if required, and is in possession of a
valid document of compliance and safety management certificate and will
remain so for the entirety of her employment under this charter party.
Owners are to provide charterers with satisfactory evidence of
compliance if required to do so and to remain fully responsible for any
and all consequences resulting directly or indirectly from any matter
arising in connection with this vessel and the ISM Code.

22. Substandard vessels.
Section 408 of the Coast Guard Authorization Act of 1998, Public Law
105-383 (46 USC Par. 2302(e)), establishes effective January 1, 1999,
with respect to non-US flag vessels and operators/owners, that
substandard vessels and vessels operated by operators/owners of
substandard vessels are prohibited from the carriage of government
impelled (preference) cargoes for up to one year after such substandard
determination has been published electronically. As the cargo advertised
in this IFB is a government impelled (preference) cargo, offerors must
warrant that vessel(s) and owners/operators are not disqualified to
carry such government impelled (preference) cargo.

(A) (i) From the date of coming into force of the International Code for
the Security of Ships and of Port Facilities and the relevant amendments
to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel, the Owners
shall procure that both the Vessel and "the Company" (as defined by the
ISPS Code) shall comply with the requirements of the ISPS Code relating
to the Vessel and "the Company". Upon request the Owners shall provide a
copy of the relevant International Ship Security Certificate (or the
Interim International Ship Security Certificate) to the Charterers. The
Owners shall provide the Charterers with the full style contact details
of the Company Security Officer (CSO).

(ii) Except as otherwise provided in this Charter Party, loss, damage,
expense or delay, excluding consequential loss, caused by failure on the
part of the Owners or "the Company" to comply with the requirements of
the ISPS Code or this Clause shall be for the Owners' account.

(B) Owner to specify any information required from Charterers in order
to comply with ISPS at time vessel tenders pre-advice notice for this
cargo. The Charterers shall provide the CSO and the Ship Security
Officer (SSO)/Master with their full style contact details and any other
information the Owners require to comply with the ISPS Code.

(C) Notwithstanding anything to the contrary provided in this Charter
Party, any additional costs or expenses whatsoever solely arising out of
or related to security regulations or measures required by the port
facility or any relevant authority in accordance with the ISPS Code
including, but not limited to, security guards, launch services, tug
escorts, port security fees or taxes and inspections, shall be for the
Owners' account. All measures required by the Owners to comply with the
Ship Security Plan shall be for the Owners' account.

24. Commissions.
For vessels offered direct: 2.5% to Partenaire Co.
For vessels offered through owners' broker: 2/3 of 2.5% to Partenaire
Co. and 1/3 of 2.5% for broker.

25. Terms for U.S. Flag vessels only.

25.1. Vessels offered subject to MARAD approval will not be considered.
If MARAD approval of vessel is required, same must be obtained before
submission of offers. Offers of U.S. flag vessels will not be considered
if the vessel operator had not provided MARAD with the vessel cost prior
to submission of offer.

25.2. U.S. flag offers are deemed to accept that (1) approved freight
rate will be reduced to no higher than the MARAD fair and reasonable
rate in the event that the approved vessel (including ITB) is
substituted by a lower cost vessel and (2) for vessels loading less than
a full cargo, the less than full cargo freight rate will be subject to a
reduction to meet any revised MARAD freight rate guide line due to
vessel loading other additional cargo.

25.3. U.S. flag vessels over 15 years old must offer an alternative
freight rate to be applicable in the event that the vessel is either
scrapped or vessel ownership transferred to another owner after
discharge at destination but prior to its return to the United States.

26. General conditions.

26.1. Offers shall be submitted only by sealed letter or fax at the
address shown in section 26. U.S. and foreign flag offers shall be
opened and read in public and no negotiation is permitted. Late offers
and phone offers will not be accepted.

26.2. Copies of the Proforma charter party and the IFB are available at
the office of the charterers' agent (address below). The IFB and
Proforma charter party can also be downloaded from charterers' agent web
site: http://wwww.partenaire.us

26.3. Fixtures are subject to USDA and charterers approval.

26.4. Offers shall contain the name/telephone number (office/home) of
the contact person.

26.5. If a fax offer begins to print before the above stated time and
continues to print past the stated time, the offer will be considered to
have been received on time. Offers which start to print or submitted
after the deadline will not be considered.

27. Address for submitting offers.
Partenaire Co.
803 West Broad Street, Suite 620
Falls Church, VA 22046
Fax: (703) 532-8181
Phone (703) 533-2225 (For info only)