FreeSeas Inc. (Form: F-1/A, Received: 07/22/2005 16:49:02)

Position

George D. Gourdomichalis(1)

Chairman and President

Ion G. Varouxakis

Director, Chief Executive Officer and Secretary

Efstathios D. Gourdomichalis(1)

Director, Chief Financial Officer and Treasurer

As filed with the Securities and Exchange Commission on July 22, 2005

File No. 333-124825

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FREESEAS INC.

(Exact name of registrant as specified in its charter)


Republic of the Marshall Islands	4412	Not Applicable

(State or other jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	(I.R.S. Employer Identification No.)

93 Akti Miaouli, Piraeus, Greece

011-30-210-4528-770

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Broad and Cassel

Attention: A. Jeffry Robinson, P.A.

201 S. Biscayne Boulevard, Suite 3000

Miami, Florida 33131 Telephone: (305) 373-9400 Facsimile: (305) 995-6402

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


A. Jeffry Robinson, P.A. Broad and Cassel 201 S. Biscayne Boulevard, Suite 3000 Miami, Florida 33131 Telephone: (305) 373-9400 Facsimile: (305) 995-6402		Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 574-1200 Facsimile: (212) 480-8421

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE



			Proposed Maximum	Proposed Maximum
Title of Each Class			Offering Price	Aggregate Offering	Amount of
of Securities to Be Registered		Amount to be Registered(1)	per Share(2)	Price(2)	Registration Fee

Common Stock, par value US $.001 per share		1,782,600 shares(3)	US$5.25(4)	US$9,358,650.00	US$1,101.51
Class W and Class Z Warrants to purchase Common Stock, par value US $.001 per share		3,657,500 warrants(5)	US$5.00	US$18,287,500.00	US$2,152.44
Common Stock, par value US $.001 per share, underlying the Class W and Class Z Warrants		3,657,500 shares(5)	—	—	—
Underwriter’s Unit Purchase Option		1 option(6)	US$100.00	US$100.00	US$0.01
Series A Units underlying the Underwriter’s Unit Purchase Option		12,500 units	US$17.325	US$216,562.50	US$25.49
Series B Units underlying the Underwriter’s Unit Purchase Option		65,000 units	US$16.665	US$1,083,225.00	US$127.50
Common Stock, par value US $.001 per share, included in the Underwriter’s Series A Units and Underwriter’s Series B Units		155,000 shares	—	—	—
Warrants included in the Underwriter’s Series A Units and Underwriter’s Series B Units		255,000 warrants	—	—	—
Common Stock, par value US $.001 per share, underlying the Warrants included in the Underwriter’s Series A Units and Underwriter’s Series B Units		255,000 shares	US$5.50	US$1,402,500.00	US$165.07
Common Stock, par value US $.001 per share		950,000 shares(7)	US$5.00	US$4,750,000.00	US$559.08
Common Stock, par value US $.001 per share		100 shares(8)	US$5.25(4)	US$525.00	US$0.06
Common Stock, par value $.001 per share, underlying Class W and Class Z Warrants		725,000 shares(9)	US$5.00	US$3,625,000	US$426.66
	TOTAL			US$38,724,062	US$4,557.82


	(1)	Also includes, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), an indeterminant number of shares, warrants and options that may be issued, offered or sold to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
	(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.
	(3)	Shares to be issued to the holders of outstanding common stock of Trinity Partners Acquisition Company, Inc. (“Trinity”) in connection with the merger of Trinity with and into the Registrant (the “Merger”).
	(4)	Based on the average of the bid and asked prices of Trinity’s Class B common stock on the over-the-counter market on May 9, 2005.
	(5)	Class W and Class Z warrants to be issued in connection with the Merger, each of which are exercisable to purchase one share of Common Stock at an exercise price of US$5.00 per share.
	(6)	Sold by Trinity to the representative of the underwriters in Trinity’s 2004 public offering and to be assumed by the Registrant upon consummation of the Merger.

	(7)	Shares issuable upon the exercise of currently outstanding options and warrants, which shares are being registered on behalf of certain selling shareholders, and which options and warrants are exercisable to purchase one share of Common Stock at an exercise price of US $5.00 per share.


	(8)	Shares to be issued to certain affiliates of Trinity in connection with the Merger, which affiliates are identified herein as selling shareholders.


	(9)	Shares underlying Class W and Class Z Warrants to be issued to certain affiliates of Trinity in connection with the Merger, which affiliates are identified herein as selling shareholders.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state in which the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [ ], 2005

JOINT PROXY STATEMENT/ PROSPECTUS

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

TRINITY PARTNERS ACQUISITION COMPANY INC.

Dear Trinity Stockholders:

The Board of Directors of Trinity Partners Acquisition Company Inc., a Delaware corporation (“Trinity”), has unanimously approved an agreement and plan of merger (the “Merger Agreement”) providing for the merger (the “Merger”) of Trinity into FreeSeas Inc., formerly known as Adventure Holdings S.A, a corporation organized under the laws of the Republic of the Marshall Islands (“FreeSeas”). If the Merger is completed, Trinity will be merged out of existence and FreeSeas will be the surviving corporation (the “Surviving Corporation”). Pursuant to the Merger Agreement, each outstanding share of Trinity common stock and Trinity Class B common stock (collectively, the “Trinity Capital Stock”) will be converted into the right to receive one share of FreeSeas common stock. In addition, each then outstanding Trinity warrant and option and all rights with respect to Trinity Capital Stock under that Trinity warrant and option will be converted into and will become warrants and options in FreeSeas that will contain the same terms, conditions and restrictions that were applicable to the Trinity warrants and options. The proposed transaction is more fully described in this joint proxy statement/ prospectus. The joint proxy statement/ prospectus constitutes a proxy statement of Trinity and a prospectus of FreeSeas for shares that FreeSeas will issue to stockholders of Trinity.

FreeSeas common stock is not currently listed on any United States of America national stock exchange or the Nasdaq Stock Market. FreeSeas is applying for listing of its common stock on the Nasdaq SmallCap Market and expects to have that listing in place (upon notice of issuance) at or before the consummation of the Merger.

Trinity will hold a special meeting of its Class B stockholders to vote on the Merger. This vote is very important. Trinity cannot complete the Merger unless (1) the holders of at least a majority of the outstanding shares of Trinity Class B common stock approve the Merger Agreement, (2) less than 20% of the Trinity Class B stockholders exercise their redemption rights, and (3) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity Class B stockholders who exercise their statutory appraisal rights do not cause Trinity to have less than $7,000,000 in cash and cash equivalents at the time of the consummation of the merger. See “Description of Trinity Securities-Common Stock and Class B Common Stock.” Whether or not you plan to attend the Trinity special meeting in person, please submit your proxy card without delay. You may revoke your proxy at any time before it is voted at the meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Trinity special meeting. A failure to vote will have the same effect as a vote “against” the Merger. We encourage you to read the joint proxy statement/ prospectus carefully because it explains the proposed transaction, the agreements entered into in connection with the Merger and other related matters.

The place, date and time of the Trinity special meeting is as follows:


	For Trinity Class B stockholders:
	[ Insert Address ]
	[ Insert Date ]
	[ Insert Time ]

If you are not in favor of the Merger, Delaware law provides that all holders of shares of Trinity Capital Stock who have not approved the Merger and who otherwise strictly comply with the applicable requirements of Section 262 of the Delaware General Corporation Law (“DGCL”) are entitled to an appraisal of the fair value of their shares and may demand payment of the fair value of their shares. Holders of shares who wish to assert appraisal rights should comply with the procedures detailed in Section 262, a copy of which is attached as Appendix B to this joint proxy statement/ prospectus. This joint proxy statement/ prospectus constitutes notice of appraisal rights pursuant to Section 262 of the DGCL.

We encourage you to read this joint proxy statement/ prospectus carefully. In particular, you should review the matters discussed under the caption “RISK FACTORS” beginning on page [13] for a discussion of matters relating to the proposed merger and ownership in the Surviving Corporation.

Trinity’s Board of Directors unanimously recommends that the Trinity Class B stockholders vote “FOR” approval of the Merger Agreement.



	James Scibelli
	Chairman of the Board of Trinity

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/ prospectus. Any representation to the contrary is a criminal offense.

Joint Proxy Statement/ Prospectus dated [ ], 2005

and first mailed to stockholders on or about [ ], 2005

TRINITY PARTNERS ACQUISITION COMPANY INC.

245 Fifth Avenue, Suite 1600

New York, New York 10016

Notice of Special Meeting of Trinity Class B Stockholders

To Be Held on [ ], 2005

To the Trinity Class B Stockholders:

A special meeting of Trinity Class B stockholders will be held at [ insert address ] on [ insert day ], [ insert date ], 2005, at [ insert time ], for the following purposes:



	1. Consider and vote upon a proposal to approve the Agreement and Plan of Merger dated March 24, 2005, among FreeSeas Inc., a corporation organized under the laws of the Republic of the Marshall Islands; the shareholders of FreeSeas; George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis, the respective beneficial owners of the shareholders of FreeSeas; and Trinity, pursuant to which Trinity will merge into FreeSeas, and each of the Trinity stockholders and warrantholders will receive shares of FreeSeas common stock and warrants to acquire additional shares of FreeSeas common stock, all as more particularly described in the joint proxy statement/ prospectus; and



	2. Transact such other business as may properly come before the special meeting related to the Merger.

Only Trinity Class B stockholders who hold shares of record as of the close of business on [ insert date ], 2005 are entitled to vote at the special meeting or any adjournment or postponement of the special meeting. We cannot complete the Merger unless (1) the holders of at least a majority of the issued and outstanding shares of Trinity Class B common stock approve the Merger Agreement, (2) less than 20% of the Trinity Class B stockholders exercise their redemption rights, and (3) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity Class B stockholders who exercise their statutory appraisal rights do not cause Trinity to have less than $7,000,000 in cash and cash equivalents at the time of the consummation of the Merger. See “Description of Trinity Securities-Common Stock and Class B Common Stock.” Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “against” the approval of the Merger Agreement.

You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation to Trinity at 245 Fifth Avenue, Suite 1600, New York, New York 10016, Attention: Corporate Secretary, before we take the vote at the special meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Any Trinity stockholder who does not wish to accept the merger consideration for its shares of Trinity Capital Stock may dissent from the Merger and exercise appraisal rights for those shares, subject to the requirements of the DGCL. The right of any such stockholder to any appraisal rights is contingent upon consummation of the Merger and upon strict compliance with the requirements of Section 262 of the DGCL. The full text of Section 262 of the DGCL is attached as Appendix B to this joint proxy statement/ prospectus. For a summary of these requirements, see “The Merger Agreement — Appraisal Rights” and “Appraisal Rights” in this joint proxy statement/ prospectus.

Trinity’s Board of Directors unanimously recommends that the Trinity Class B stockholders vote “FOR” approval of the Merger Agreement.


	By order of the Board of Directors,


	James Scibelli
	Chairman of the Board

New York, New York

[ insert date ], 2005

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE TRINITY SPECIAL MEETING		1
HOW TO OBTAIN ADDITIONAL INFORMATION		4
SUMMARY OF THE MERGER		5
SELECTED HISTORICAL FINANCIAL INFORMATION		9
SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION		10
COMPARATIVE PER SHARE INFORMATION		11
MARKET PRICE AND DIVIDEND INFORMATION		11
RISK FACTORS		13
FORWARD-LOOKING STATEMENTS		25
UNAUDITED PRO FORMA FINANCIAL INFORMATION		25
THE TRINITY SPECIAL MEETING		29
BACKGROUND AND REASONS FOR THE MERGER		31
THE MERGER AGREEMENT		37
INDUSTRY		49
THE PARTIES TO THE MERGER		49
DESCRIPTION OF FREESEAS SECURITIES		83
DESCRIPTION OF TRINITY SECURITIES		86
COMPARISON OF TRINITY AND FREESEAS STOCKHOLDER RIGHTS		88
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS		93
APPRAISAL RIGHTS		95
SHARES ELIGIBLE FOR FUTURE SALE		98
SELLING SHAREHOLDERS		98
PLAN OF DISTRIBUTION		100
EXPERTS		102
LEGAL MATTERS		102
STOCKHOLDER PROPOSALS AND OTHER MATTERS		102
WHERE YOU CAN FIND ADDITIONAL INFORMATION		102
ENFORCEABILITY OF CIVIL LIABILITIES		103
GLOSSARY OF SHIPPING TERMS		104
TRINITY PARTNERS ACQUISITION COMPANY INC. INDEX TO FINANCIAL STATEMENTS		F-1
FREESEAS INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-23

Appendix A Agreement and Plan of Merger, dated March 24, 2005
Appendix B Sections 262 of the DGCL — Appraisal Rights
Appendix C Form of Proxy — Trinity

QUESTIONS AND ANSWERS ABOUT THE TRINITY SPECIAL MEETING


Q:		What is the purpose of this document?

A:		This document serves as Trinity’s proxy statement and as the prospectus of FreeSeas. As a proxy statement, this document is being provided to Trinity Class B stockholders because the Trinity Board of Directors is soliciting their proxies to vote to approve the Merger Agreement. As a prospectus, FreeSeas is providing this document to Trinity stockholders because FreeSeas is offering its shares and warrants in exchange for shares of Trinity Capital Stock and warrants in the merger.

Q:		Could you tell me more about FreeSeas?


A:		FreeSeas is a privately held Marshall Islands corporation organized in April 2004 and headquartered in Piraeus, Greece. FreeSeas, through wholly owned subsidiaries, currently owns and operates two Handysize drybulk carriers, M/V Free Destiny and M/V Free Envoy , and one Handymax drybulk carrier, the M/V Free Fighter .


Q:		When and where is the special meeting of Trinity Class B stockholders?

A:		The special meeting of Trinity Class B stockholders will take place at [ insert address ] on [ insert day ], [ insert date ], 2005, at [ insert time ].

Q:		What matters will we be asked to vote on at the Trinity special meeting?

A:		At the special meeting, you will be asked:


		• to approve the Merger Agreement; and


		• to transact such other business as may properly come before the special meeting related to the merger.


Q:		What is the required vote to approve the Merger Agreement?



A:		Pursuant to the Merger Agreement, Trinity will merge into FreeSeas, the separate corporate existence of Trinity will cease and FreeSeas will be the Surviving Corporation. Trinity cannot complete the merger unless (1) the holders of at least a majority of the issued and outstanding shares of Trinity Class B common stock approve the Merger Agreement, (2) less than 20% of the Trinity Class B stockholders exercise their redemption rights, and (3) the aggregate payments to be made to Trinity Class B Stockholders exercising their redemption rights and dissenting Trinity Class B stockholders who exercise their statutory appraisal rights do not cause Trinity to have less than $7,000,000 in cash and cash equivalents at the time of the consummation of the merger. See “Description of Trinity Securities-Common Stock and Class B Common Stock.” Each share of Trinity Class B common stock is entitled to one vote per share.


Q:		Who may vote at the special meeting?

A:		Only holders of record of shares of Trinity Class B common stock as of the close of business on [ insert date ], 2005 may vote at the special meeting. As of [ insert date ], 2005, there were [ insert number ] shares of Trinity Class B common stock outstanding and entitled to vote.


Q:		Has the Board of Director of Trinity recommended approval of the Merger?



A:		Yes. Trinity’s Board of Directors has unanimously recommended to its Class B stockholders that they vote “FOR” the approval of the Merger Agreement at the special meeting. You should read the “Background and Reasons For The Merger — Recommendations of the Boards of Directors and Reasons for the Merger” section of this joint proxy statement/ prospectus for a discussion of the factors that the Trinity Board of Directors considered in deciding to recommend the approval of the Merger Agreement.


Q:		What will I receive in the merger?


A:		Pursuant to the Merger Agreement, each outstanding share of Trinity Capital Stock will be converted into the right to receive one share of FreeSeas common stock. The Merger Agreement also provides that each outstanding Trinity warrant and option and all rights with respect to Trinity Capital Stock under each Trinity warrant and option then outstanding will be converted into and become warrants and options in FreeSeas (the “FreeSeas Exchange Securities”). The corresponding FreeSeas Exchange

Securities will contain the same terms, conditions and restrictions that were applicable to the Trinity warrants and options. FreeSeas shareholders will continue to hold the FreeSeas shares they currently own. In addition, the FreeSeas Shareholders will hold 950,000 options and/or warrants to acquire shares in FreeSeas.

Q: What are the tax consequences of the Merger to me?

A. We expect that the Merger will be treated as a nontaxable reorganization for U.S. federal income tax purposes. As a result, Trinity stockholders will not recognize gain or loss as a result of the Merger. In addition, Trinity stockholders will not recognize gain or loss upon the exchange of their shares of Trinity Capital Stock solely for shares of FreeSeas common stock pursuant to the Merger. However, a dissenting Trinity stockholder who solely receives cash in exchange for his or her shares of Trinity Capital Stock generally will recognize gain or loss. The federal income tax consequences of the Merger are complicated and may differ for individual stockholders. We strongly urge each Trinity stockholder to consult his or her own tax advisor regarding the federal income tax consequences of the Merger in light of his or her own personal tax situation and also as to any state, local, foreign or other tax consequences arising out of the Merger. Further, we do not give any opinion regarding the tax impact in the event that the Class B Stockholders determine to exercise their redemption rights and we urge you to consult with your own tax advisor.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this joint proxy statement/ prospectus, please vote your shares of Trinity Class B common stock as soon as possible. You may vote your shares prior to the special meeting by signing and returning the enclosed proxy card. If you hold your shares in “street name” (which means, in other words, that you hold your shares through a bank, brokerage firm or nominee), you must vote in accordance with the instructions on the voting instruction card that your bank, brokerage firm or nominee provides to you.

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A: No. Your bank, brokerage firm or nominee cannot vote your shares without instructions from you. You should instruct your bank, brokerage firm or nominee how to vote your shares, following the instructions contained in the voting instruction card that your bank, brokerage firm or nominee provides to you.

Q: What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A: Abstaining from voting or failing to instruct your bank, brokerage firm or nominee to vote your shares will have the same effect as a vote “against” the merger.

Q: If I vote against the Merger, what factors should I consider in determining whether to apply for redemption rights or exercise my statutory appraisal rights?

A: If you apply for redemption rights, you will receive a fixed amount of money in exchange for your Trinity shares at a fixed point in time. However, if you exercise your statutory appraisal rights, a court will determine the amount you will receive for your Trinity shares and such amount may be either greater or less than the amount you would receive if you apply for redemption rights. Furthermore, the process of exercising your statutory appraisal rights may be time consuming and therefore you may receive payment for your shares much later than you would if you apply for your redemption rights. We do not give any opinion regarding the whether it would be more beneficial for Class B stockholders to apply for redemption rights or to exercise their statutory appraisal rights and we urge you to consult with your own financial and legal advisors.

Q: Can I change my vote after I have mailed my proxy card?

A: Yes. You may change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee

regarding the revocation of proxies. Otherwise, you should send any notice of revocation or your completed new proxy card, as the case may be, to:


	Trinity Partners Acquisition Company Inc.
	245 Fifth Avenue, Suite 1600
	New York, New York 10016
	Attention: Corporate Secretary


Q:		Should I send in my stock certificates now?


A:		No. After we complete the Merger, you will receive written instructions for returning your stock certificates. These instructions will tell you how and where to send in your stock certificates in order to receive the merger consideration.



Q:		What if I object to the Merger?



A:		Under applicable Delaware law, all Trinity stockholders have the right to dissent by exercising appraisal rights and demanding payment of the fair value of their shares. See “The Merger Agreement-Appraisal Rights” and “Appraisal Rights.”

HOW TO OBTAIN ADDITIONAL INFORMATION

The joint proxy statement/ prospectus constitutes a proxy statement of Trinity and a prospectus of FreeSeas for shares and other securities that FreeSeas will issue to stockholders of Trinity and the shares underlying those securities. This joint proxy statement/ prospectus incorporates important business and financial information about Trinity and FreeSeas that is not included in or delivered with the document. If you would like to receive this information or if you want additional copies of this document, such information is available without charge upon written or oral request. Please contact the following:


Trinity Partners Acquisition Company Inc.		FreeSeas Inc.
245 Fifth Avenue		93 Akti Miaouli
Suite 1600		Piraeus, Greece
New York, New York 10016		Attn: Corporate Secretary
Attn: Corporate Secretary		Telephone: 011-30-2104-528770
Telephone: (212) 696-4282

If you would like to request documents, please do so by [ insert date ], 2005, to receive them before Trinity’s special meeting. Please be sure to include your complete name and address in your request.

Please see “Where You Can Find Additional Information” to find out where you can find more information about Trinity and FreeSeas.

You should only rely on the information contained in this joint proxy statement/ prospectus in deciding how to vote on the merger. Neither Trinity nor FreeSeas has authorized anyone to give any information or to make any representations other than those contained in this joint proxy statement/ prospectus. Do not rely upon any information or representations made outside of this joint proxy statement/ prospectus. The information contained in this joint proxy statement/ prospectus may change after the date of this joint proxy statement/ prospectus. Do not assume after the date of this joint proxy statement/ prospectus that the information contained in this joint proxy statement/ prospectus is still correct.

SUMMARY OF THE MERGER

This summary highlights selected information from this joint proxy statement/ prospectus about the Merger but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire joint proxy statement/ prospectus, including the appendices hereto. We have attached the Merger Agreement to this document as Appendix A. Please read that document carefully. It is the legal document that governs the Merger and your rights in the Merger. We have included page references in parentheses to direct you to a more detailed description of the items presented in this summary. Unless the context otherwise requires, references to “we,” “us” or “our” refers to both Trinity and FreeSeas.

The Parties to the Merger (page )


	Trinity Partners Acquisition Company Inc.

Trinity Partners Acquisition Company Inc.

245 Fifth Avenue

Suite 1600

New York, New York 10016

Telephone: (212) 696-4282

Trinity is a blank check corporation organized under the laws of the State of Delaware on April 14, 2004. Trinity was formed to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business. On July 29, 2004, Trinity effected an initial public offering of its securities, which closed on August 4, 2004, and pursuant to which it issued 143,750 Series A Units and 747,500 Series B Units, including 18,750 Series A Units and 97,500 Series B Units issued upon exercise of the underwriters’ over-allotment option. Each Series A Unit consists of two shares of Trinity common stock, five Class W Warrants and five Class Z Warrants and each Series B Unit consists of two shares of Trinity Class B common stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of Trinity common stock at a price of $5.00. To date, Trinity has engaged in no activities other than activities incident to its formation, general and administrative activities and activities related to the merger.


	FreeSeas Inc.

FreeSeas Inc. (formerly known as Adventure Holdings S.A.)

93 Akti Miaouli

Piraeus, Greece

Telephone: 011-30-210-4528770

FreeSeas is a privately held Marshall Islands corporation organized in April 2004 and headquartered in Piraeus, Greece. FreeSeas, through wholly owned subsidiaries, currently owns and operates two Handysize drybulk carriers, M/V Free Destiny and M/V Free Envoy , and one Handymax drybulk carrier, M/V Free Fighter. M/V Free Destiny has a cargo capacity of 25,240 deadweight tons (“dwt”), M/V Free Envoy has a cargo capacity of 26,318 dwt and M/V Free Fighter has a cargo capacity of 40,000 dwt. FreeSeas acquired M/V Free Destiny in August 2004, M/V Free Envoy in September 2004, and M/V Free Fighter in June 2005.

The Merger (page )

Subject to the terms and conditions of the Merger Agreement, Trinity will merge into FreeSeas, the separate corporate existence of Trinity will cease and FreeSeas will be the Surviving Corporation. The closing of the Merger is currently expected to occur within three business days after the Trinity Class B stockholders approve the transaction.

Merger Consideration (page )

The Trinity Special Meeting (page )

The special meeting of Trinity Class B stockholders will take place at [ insert address ] on [ insert day ], [ insert date ], 2005, at [ insert time ].

Record Date and Voting (page )

Only holders of record of shares of Trinity Class B common stock as of the close of business on [ insert date ], 2005 may vote at the Trinity special meeting. As of [ insert date ], 2005, there were [ insert number ] of shares of Trinity Class B common stock outstanding and entitled to vote. None of the Trinity directors, officers or their respective affiliates own any shares of Trinity Class B common stock. The holders of at least a majority of the outstanding shares of Trinity Class B common stock must approve the Merger Agreement.

Recommendations of the Boards of Directors and Reasons for the Merger (page )

Each of the Boards of Directors of Trinity and FreeSeas has determined, by a unanimous vote, that the merger is in the best interests of each of their respective companies and stockholders, and each Board has unanimously approved the Merger Agreement. The Trinity Board of Directors unanimously recommends that Trinity Class B stockholders vote “FOR” the approval of the Merger Agreement at the Trinity special meeting.

Material U.S. Federal Income Tax Consequences (page )

Trinity has obtained the opinion of its counsel, Seward & Kissel LLP, that the Merger will be treated as a nontaxable reorganization for U.S. federal income tax purposes. The opinion of Seward & Kissel LLP is subject to the limitations and qualifications set forth in the discussion of “Material U.S. Federal Income Tax Consequences.” Because the Merger will be treated as a nontaxable reorganization for U.S. federal income tax purposes, Trinity will not recognize gain or loss as a result of the Merger. In addition, Trinity stockholders will not recognize gain or loss upon the exchange of their shares of Trinity Capital Stock solely for shares of FreeSeas common stock pursuant to the Merger. However, a dissenting Trinity stockholder who receives solely cash in exchange for his or her shares of Trinity capital stock generally will recognize gain or loss. The federal income tax consequences of the Merger are complicated and may differ between individual stockholders. We strongly urge each Trinity stockholder to consult his or her own tax advisor regarding the federal income tax consequences of the Merger in light of his or her own personal tax situation and also as to any state, local, foreign or other tax consequences arising out of the Merger. Further, we do not give any opinion regarding the tax impact in the event that the Trinity Class B stockholders determine to exercise their redemption rights and we urge you to consult with your own tax advisor.

Accounting Treatment (page )

The Merger will be accounted for as an issuance of stock by FreeSeas for the net monetary assets of Trinity. The net monetary assets of Trinity will be recorded as of the acquisition date, at their respective historical cost which is considered to be the equivalent of fair value. No goodwill or intangible assets will be recorded as a result of the transaction.

Procedure for Receiving Merger Consideration (page )

Promptly after the effective time of the Merger, an exchange agent appointed by FreeSeas will mail a letter of transmittal and instructions to Trinity stockholders and warrant and option holders. The letter of transmittal and instructions will tell Trinity stockholders how to surrender their stock certificates, warrants and options in exchange for the merger consideration. Trinity stockholders should not return their stock certificates, warrants or options with the enclosed proxy card, and they should not forward their stock certificates, warrants or options to the exchange agent without a letter of transmittal.

Interests of Certain Persons in the Merger (page )

Trinity’s directors and members of senior management have interests in the Merger, including ownership of Trinity common stock and warrants. In addition, the FreeSeas Shareholders hold options and/or warrants to acquire 950,000 shares of FreeSeas common stock. As part of the Merger, the current officers of FreeSeas will enter into employment agreements with FreeSeas.

No Solicitation of Transactions (page )

The Merger Agreement contains restrictions on the ability of Trinity and FreeSeas to solicit, initiate, facilitate or encourage any other merger, consolidation, business combination or acquisition of all or any substantial portion of each of their respective assets or capital stock.

Comparison of Trinity and FreeSeas Stockholder Rights (page )

Trinity is incorporated under the laws of the State of Delaware. FreeSeas is incorporated under the laws of the Republic of the Marshall Islands. Upon consummation of the Merger, the stockholders of Trinity will become shareholders of FreeSeas. FreeSeas’ amended and restated articles of incorporation and amended and restated by-laws will differ somewhat from the organizational documents governing the rights of the former Trinity stockholders. In particular, FreeSeas’ organizational documents require a 66 ² / 3 % affirmative vote of the outstanding voting stock of shareholders to remove directors for cause, amend by-laws or amend the provisions of FreeSeas’ articles of incorporation dealing with directors or action with respect to by-laws.

Conditions to the Merger (page )

The completion of the Merger is subject to the satisfaction or, if permissible, waiver of a number of conditions, including (1) approval of the Merger Agreement by holders of a majority of the issued and outstanding shares of Trinity Class B common stock, (2) less than 20% of Trinity Class B stockholders exercising their redemption rights, and (3) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity Class B stockholders who exercise their statutory appraisal rights not causing Trinity to have less than $7,000,000 in cash and cash equivalents at the time of the consummation of the merger. We currently expect to complete the merger shortly after all the conditions to the merger have been satisfied or, if permissible, waived within three business days after the Trinity Class B stockholders approve the transaction. We currently expect to complete the merger in the third quarter of 2005, but we cannot be certain when or if the conditions will be satisfied or, if permissible, waived.

Costs Associated with the Merger

FreeSeas estimates that the total transaction costs associated with the Merger will be approximately $1,675,000, which include costs related to legal, accounting, printing and financial advisory expenses.

Termination of the Merger Agreement (page )

The Merger Agreement may be terminated at any time prior to the effective time of the Merger:


	•	by mutual consent in writing of Trinity and the FreeSeas Shareholders;

	•	unilaterally upon written notice by Trinity to the FreeSeas Shareholders upon the occurrence of a material adverse effect with respect to FreeSeas, the likelihood of which was not previously disclosed to Trinity in writing by the FreeSeas Shareholders prior to the date of the Merger Agreement;

	•	unilaterally upon written notice by the FreeSeas Shareholders to Trinity upon the occurrence of a material adverse effect with respect to Trinity, the likelihood of which was not previously disclosed to the FreeSeas Shareholders in writing by Trinity prior to the date of the Merger Agreement;

	•	unilaterally upon written notice by Trinity to the FreeSeas Shareholders in the event of a material breach of any material representation or warranty of FreeSeas or the FreeSeas Shareholders contained in the Merger Agreement (unless such breach shall have been cured within ten (10) days after the giving of notice by Trinity), or the willful failure of FreeSeas or the FreeSeas Shareholders to comply with or satisfy any material covenant or condition of FreeSeas or the FreeSeas Shareholders contained in the Merger Agreement;

	•	unilaterally upon written notice by the FreeSeas Shareholders to Trinity in the event of a material breach of any material representation or warranty of Trinity contained in the Merger Agreement (unless such breach shall have been cured by Trinity within ten (10) days after the giving of notice by the FreeSeas Shareholders), or Trinity’s willful failure to comply with or satisfy any material covenant or condition of Trinity contained in the Merger Agreement, or if Trinity fails to obtain Class B stockholders’ approval for the merger; or


	•	unilaterally upon written notice by either Trinity or the FreeSeas Shareholders to the other if the merger is not consummated for any reason by the close of business on September 30, 2005.

Appraisal Rights (page and Appendix B)

Under applicable Delaware law, all Trinity stockholders have the right to dissent and exercise appraisal rights to demand payment of the fair value of their Trinity Capital Stock if the Merger is completed. However, Trinity stockholders must follow the procedures under Delaware law explained in this joint proxy statement/ prospectus in order to do so.

Regulatory Approvals (page )

Trinity and FreeSeas do not expect that the Merger will be subject to any state or federal regulatory requirements. Should such state or federal regulatory requirements be applicable, Trinity and FreeSeas currently intend to comply with all such requirements. FreeSeas has agreed to register its common stock pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as a condition to the effectiveness of the merger, Trinity and FreeSeas have agreed to use their respective reasonable best efforts to cause the listing (upon notice of issuance, as applicable), at or before the consummation of the Merger on the NASDAQ SmallCap Market of the FreeSeas shares issued in the Merger, the FreeSeas Exchange Securities, the shares of FreeSeas underlying the FreeSeas Exchange Securities, the shares held by FreeSeas shareholders, the options and warrants issued to FreeSeas shareholders and the shares underlying those options and warrants.

Other than the filing of the registration statement, this joint proxy statement/ prospectus and certain other filings under applicable securities laws and the filing of certain merger documents with the Registrar of Corporations of the Republic of the Marshall Islands and with the Secretary of State of the State of Delaware, we do not believe that, in connection with the completion of the Merger, any consent, approval, authorization or permit of, or filing with or notification to, any merger control authority will be required in any jurisdictions. Following the effective time of the Merger, we do not believe that any merger control filings will be required with any jurisdictions.

SELECTED HISTORICAL FINANCIAL INFORMATION

The following information is provided to assist you in analyzing the financial aspects of the transaction. This information shows selected historical financial data for FreeSeas and Trinity. We derived this information from each company’s audited financial statements for the period ended December 31, 2004, and the unaudited financial statements for the quarter ended March 31, 2005. The information is only a summary and should be read in conjunction with each company’s historical financial statements and related notes contained elsewhere herein. The historical results included below and elsewhere in this joint proxy statement/ prospectus are not indicative of the future performance of FreeSeas, Trinity or the Surviving Corporation.

FREESEAS HISTORICAL CONSOLIDATED FINANCIAL INFORMATION


	From Inception
	(April 23, 2004)			Quarter Ended
	to December 31,			March 31,
	2004			2005

Statement of Operations Data:
Operating revenues	$	2,830,000		$	1,873,000
Income from operations		706,000			274,000
Other income (expense)		(236,000	)		294,000
Net income	$	470,000		$	568,000
Earnings per share data:
Basic and diluted net income per share	$	0.10		$	0.13
Basic and diluted weighted average number of shares		4,500,000			4,500,000


	December 31,			March 31,
	2004			2005

Selected Balance Sheet Data:
Cash and cash equivalents	$	461,000		$	513,000
Net working capital deficiency		(3,528,000	)		(3,244,000	)
Total assets		18,335,000			17,162,000
Long-term debt		10,150,000			9,300,000
Total stockholders’ equity	$	3,386,000		$	3,935,000

TRINITY HISTORICAL FINANCIAL INFORMATION


	From Inception			Quarter Ended
	(April 14, 2004) to			March 31,
	December 31, 2004			2005

Statement of Operations Data:
Revenue	$	—		$	—
Operating loss		(139,000	)		(243,000	)
Other income		53,000			45,000
Net loss		(86,000	)		(199,000	)
Earnings per share data:
Weighted average basic and diluted shares outstanding		1,021,000			1,782,600
Net loss per share, basic and diluted:	$	(0.08	)	$	(0.11	)


	December 31,		March 31,
	2004		2005

Selected Balance Sheet Data:
Cash and cash equivalents	$	485,000	$	444,000
Net working capital		8,037,000		7,837,000
Total assets		8,110,000		8,087,000
Long-term debt		—		—
Common stock, subject to possible redemption for cash		1,519,000		1,528,000
Total stockholders’ equity	$	6,518,000	$	6,309,000

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

The transaction will be accounted for as an issuance of stock by FreeSeas for the net monetary assets of Trinity. The net monetary assets of Trinity will be recorded as of the acquisition date, at their respective historical cost, which is considered to be the equivalent of fair value. No goodwill or other intangible assets will be recorded as a result of the transaction.

We have presented below selected unaudited pro forma financial information that reflects the issuance of stock by FreeSeas for the net monetary assets of Trinity. The financial information has been prepared assuming that the transaction occurred on March 31, 2005. The financial information may have been different had the transaction been assumed to have occurred on a different date. The selected unaudited pro forma financial information does not reflect the effect of asset dispositions, if any, that may result from the transaction. The following selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, the Unaudited Pro Forma Financial Information and related notes thereto included elsewhere in this joint proxy statement/ prospectus.

In June 2005, FreeSeas, through Adventure Four S.A., a newly formed wholly-owned subsidiary, acquired a Handymax drybulk carrier. The purchase price for the vessel was $11,025,000. FreeSeas financed $7,000,000 of the purchase price with a non-affiliated third-party lender. The individual beneficial owners of the FreeSeas shareholders lent FreeSeas $4,216,500 to pay the $4,025,000 balance of the purchase price and for working capital. Trinity and FreeSeas have agreed that FreeSeas will repay the loan from the individual beneficial owners of the FreeSeas shareholders from the funds that become available to FreeSeas upon the consummation of the Merger. The accompanying Unaudited Pro Forma Financial Information includes the effect of this purchase.

The Unaudited Pro Forma Financial Information reflects the following circumstances that may affect whether the closing of the transaction occurs: (1) that no holders of Trinity Class B common stock exercise their right to have their shares redeemed upon the consummation of the transaction, and (2) that a 19.99% interest in Trinity Class B common stock elect to have their shares redeemed upon the consummation of the transaction at the redemption value of $5.11 per share, based on the amount held in the Trinity trust fund, inclusive of interest income to date thereon, at March 31, 2005. The basis of presentation described in (2) results from the possibility that up to a maximum of 19.99% of the holders of Trinity Class B common stock may elect to have their shares redeemed at the redemption value of approximately $5.11 per share, or a total of $1,527,759 as of March 31, 2005. Should 20% or more of interest in Trinity Class B common stock elect to have their shares redeemed, the transaction cannot be consummated.

The Unaudited Pro Forma Financial Information is provided for illustrative purposes only. Its inclusion in this joint proxy statement/ prospectus should not be regarded as an indication that it is an accurate prediction of future events, and it should not be relied on as such. Given the limitation of this information, we believe it should not be meaningful to a stockholder’s evaluation in making a decision regarding voting for or against approval and authorization of the Merger Agreement. No one has made, or makes, any representations regarding the information contained in the Unaudited Pro Forma Financial Information and, except as may be required by applicable securities laws, we do not intend to update or otherwise revise the Unaudited Pro Forma Financial Information to reflect circumstances existing after the date when made or to reflect the occurrences of future events even if any or all of the assumptions are shown to be in error. Investors are cautioned not to place undue reliance on this Unaudited Pro Forma Financial Information.


	March 31, 2005

	Assuming		Assuming
	Maximum		Minimum
	Approval		Approval

Total assets	$	30,974,080	$	29,446,321
Long-term debt		16,300,000		16,300,000
Stockholders’ equity	$	10,097,089	$	8,569,330

COMPARATIVE PER SHARE INFORMATION

The following table sets forth selected historical per share information of FreeSeas and Trinity and unaudited pro forma book value per share information after giving effect to the transaction between FreeSeas and Trinity, assuming a maximum level and a minimum level of approval of the transaction by Trinity Class B stockholders. You should read this information in conjunction with the selected historical financial information, included elsewhere in this joint proxy statement/ prospectus, and the historical financial statements of FreeSeas and Trinity and related notes that are included elsewhere in this joint proxy statement/ prospectus. The unaudited pro forma per share information is derived from, and should be read in conjunction with, the Unaudited Pro Forma Financial Information and related notes included elsewhere in this joint proxy statement/ prospectus. The historical per share information is derived from financial statements as of and for the periods ended December 31, 2004 and March 31, 2005, respectively.

Number of shares of common stock assumed to be issued in the transaction:


							FreeSeas
							(Surviving
	FreeSeas			Trinity			Company)

Assuming maximum approval		4,500,000			1,782,600			6,282,600
		72	%		28	%		100	%
Assuming minimum approval		4,500,000			1,483,749			5,983,749
		75	%		25	%		100	%
Trinity net loss per share — historical:


	December 31, 2004			March 31, 2005

Periods ended December 31, 2004 and March 31, 2005:	$	(0.08	)	$	(0.11	)
Trinity book value per share — historical — December 31, 2004 and March 31, 2005:	$	4.39		$	4.25
Book value per share — pro forma — December 31, 2004 and March 31, 2005:
Maximum	$	1.55		$	1.61
Minimum	$	1.38		$	1.43

MARKET PRICE AND DIVIDEND INFORMATION

Trinity’s Series A Units and Series B Units have traded on the OTC Bulletin Board® (the “OTCBB”) under the symbols “TPQCU” and “TPQCZ,” respectively, since August 4, 2004, the date of the closing of the initial public offering of Trinity’s securities. On September 2, 2004, Trinity’s common stock, its Class B common stock, its Class W Warrants and its Class Z Warrants included in the Series A Units and Series B Units commenced separate trading under the symbols “TPQCA,” “TPQCB,” “TPQCW” and “TPQCL.” The closing high and low sales prices of Trinity’s common stock, Class B

common stock, Class W Warrants and Class Z Warrants as reported by the OTC Bulletin Board, for the quarters indicated, are as follows:


					Class B				Class W				Class Z
	Common Stock				Common Stock				Warrants				Warrants

	High		Low		High		Low		High		Low		High		Low

2004:
Third Quarter	$	3.50	$	2.75	$	4.75	$	4.55	$	1.00	$	0.55	$	1.00	$	0.55
Fourth Quarter		3.50		2.75		4.90		4.58		0.90		0.55		1.01		0.55
2005:
First Quarter		5.10		3.80		5.95		4.62		1.60		0.70		1.62		1.08
Second Quarter		5.08		4.65		5.40		5.02		1.05		0.65		0.73		1.12
January 14, 2005(1)		3.85		3.85		4.75		4.75		0.70		0.70		1.01		1.01
March 24, 2005(2)		5.08		5.08		5.40		5.40		1.05		1.05		1.10		1.10


(1)	The last full trading day prior to the announcement of a proposal for a business combination involving FreeSeas.

(2)	The last full trading day prior to the announcement of the execution of the Merger Agreement.

The trading of Trinity’s securities, especially its Class W Warrants and Class Z Warrants, is limited, and therefore there may not be deemed to be an established public trading market under guidelines set forth by the SEC. As of [ insert date ], 2005, there were [ ] stockholders of record of Trinity common stock, [ ] stockholders of record of Trinity Class B common stock, [ ] holders of record of Trinity Class W Warrants and [ ] holders of record of Trinity Class Z Warrants. Such numbers do not include beneficial owners holding shares or warrants through nominee names.

Trinity has never declared or paid any dividends on its common stock or Class B common stock.

Stockholders are urged to obtain a current market quotation for Trinity securities.

FreeSeas is a privately held Marshall Islands corporation and its securities are not currently listed and do not trade on any stock exchange. FreeSeas has not paid any dividends on any of its securities.

RISK FACTORS

You should consider carefully the following factors, as well as the other information set forth in this joint proxy statement/ prospectus, before making a decision on the Merger. Some of the following risks relate principally to the industry in which FreeSeas, as the Surviving Corporation, operates and its business in general. Other risks relate to the securities market for and ownership of FreeSeas common stock. Any of the risk factors could significantly and negatively affect FreeSeas’ business, financial condition, operating results and common stock trading price. The following risk factors describe the material risks that are presently known to FreeSeas and Trinity.

Risks Factors Relating to the Merger


	*There may not be an active market for FreeSeas’ shares, which may cause its shares to trade at lower prices and make it difficult to sell your shares.*

Prior to the Merger, there has been no public market for FreeSeas’ shares. FreeSeas cannot assure you that an active trading market for FreeSeas’ shares will develop or be sustained after the Merger. FreeSeas cannot predict at this time how actively FreeSeas’ shares will trade in the public market subsequent to the Merger, if at all, or whether the price of FreeSeas’ shares in the public market will reflect its actual financial performance.


	*The price of FreeSeas’ shares after the Merger may be volatile and less than you originally paid for your corresponding shares of Trinity common stock.*

The price of FreeSeas’ shares after the Merger may be volatile, and may fluctuate due to factors such as:


	•	actual or anticipated fluctuations in quarterly and annual results;

	•	mergers and strategic alliances in the shipping industry;

	•	market conditions in the industry;

	•	changes in government regulation;

	•	fluctuations in FreeSeas’ quarterly revenues and earnings and those of its publicly held competitors;

	•	shortfalls in FreeSeas’ operating results from levels forecasted by securities analysts;

	•	announcements concerning FreeSeas or its competitors; and

	•	the general state of the securities markets.

The international drybulk shipping industry has been highly unpredictable and volatile. The market for common shares of companies in this industry may be equally volatile. The FreeSeas’ shares that you receive in the Merger may trade at prices lower than you originally paid for your corresponding shares of Trinity common stock.


	*You will experience significant dilution and a reduction in percentage ownership and voting power with respect to your shares as a result of the Merger.*

Trinity stockholders and FreeSeas shareholders will experience significant dilution and a substantial reduction in their respective percentage ownership interests and effective voting power relative to their respective percentage ownership interests in Trinity and FreeSeas prior to the Merger. Trinity Class B common stock can currently be redeemed for $5.11 per share but the pro forma value of the FreeSeas common stock into which the Trinity Class B common stock would be converted in the Merger has a pro forma value ranging from $1.43 to $1.61 per share. If the Merger is consummated and all of the Trinity and FreeSeas stockholders receive or retain FreeSeas shares in the Merger, current FreeSeas shareholders will own approximately 71.6% of the shares of FreeSeas and current Trinity stockholders will own approximately 28.4% of the shares of FreeSeas. In addition, there will be a significant number of FreeSeas

warrants and options outstanding that, upon exercise, would further dilute and reduce each shareholder’s ownership percentage in FreeSeas.


	FreeSeas’ current shareholders will control approximately 72% of FreeSeas after the Merger and will effectively control the outcome of matters on which FreeSeas shareholders are entitled to vote, including the election of directors and other significant corporate actions.

If the Merger is consummated and all of the Trinity stockholders receive or retain FreeSeas shares in the Merger, the current FreeSeas shareholders will own approximately 72% of the shares of FreeSeas. While the existing FreeSeas shareholders have no agreement, arrangement or understanding relating to the voting of their shares following the Merger, they will effectively control the outcome of matters on which FreeSeas shareholders are entitled to vote, including the election of directors and other significant corporate actions. The interests of these shareholders may be different from your interests.


	FreeSeas’ Articles of Incorporation and By-laws contain anti-takeover provisions that may discourage, delay or prevent (1) the merger or acquisition of FreeSeas and/or (2) the removal of incumbent directors and officers.

FreeSeas’ current Articles of Incorporation and By-laws contain certain anti-takeover provisions. These provisions include blank check preferred stock, a classified Board of Directors, a supermajority director voting requirement to change the number of directors, the prohibition of cumulative voting in the election of directors, advance written notice for shareholder nominations for directors, removal of directors only for cause, supermajority voting requirements for the removal of directors by either the shareholders or the directors, advance written notice of shareholder proposals for the removal of directors and supermajority voting requirements for shareholder action with respect to By-laws and amendment of the provisions of the Articles of Incorporation dealing with directors and action with respect to By-laws. These provisions, either individually or in the aggregate, may discourage, delay or prevent (1) the merger or acquisition of FreeSeas by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent directors and officers.


	*Profitable operation of the Surviving Corporation’s business will be dependent upon the efforts of FreeSeas’, not Trinity’s, management.*

As a condition to the Merger, each of Trinity’s directors and officers must resign from their current positions. For a period of one year following the merger, the current Trinity directors have the right to send a representative to observe each meeting of the Board of Directors of FreeSeas. Absent his illness or unavailability, Lawrence Burstein will be the designated representative for such purpose. Other than these observation rights, the current directors and officers of Trinity will have no role in the management of FreeSeas after the Merger. Instead, the current management of FreeSeas will remain in place. Although Trinity has researched and assessed FreeSeas’ management, Trinity cannot assure you that its assessment of FreeSeas’ management will prove to be correct and that FreeSeas’ management will be successful in its operation of FreeSeas’ business after the Merger.


	Trinity and FreeSeas expect to incur significant costs associated with the Merger, whether or not the Merger is completed, which costs will reduce the amount of cash available to be used for other corporate purposes.

Trinity and FreeSeas expect to incur significant costs associated with the Merger, whether or not the Merger is completed. The incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes. Transaction costs will be recorded directly to stockholders’ equity if the Merger is consummated, and will be expensed by the respective parties if the Merger is not consummated.


	*As a result of the Merger, Trinity stockholders will be solely dependent on a single business.*

As a result of the Merger, Trinity stockholders will be solely dependent upon the performance of FreeSeas and its drybulk shipping business. FreeSeas will be subject to a number of risks that relate generally to the shipping industry and other risks that specifically relate to FreeSeas. See “Industry Risk Factors Relating to the Surviving Corporation” and “Company Risk Factors Relating to the Surviving Corporation.”


	*Trinity’s and FreeSeas’ pro forma accounting for the transaction may change and materially reduce FreeSeas’ actual post-transaction net worth from the pro forma amount.*

The unaudited pro forma financial information contained in this document is presented for illustrative purposes only and is not necessarily indicative of the financial position of the Surviving Corporation for future periods. Trinity and FreeSeas have estimated the impacts of the transaction in developing the related pro forma information. These estimates are subject to change pending a final analysis after completion of the transaction. The impact of these changes could materially reduce FreeSeas’ actual post-transaction net worth from the pro forma amount.


	Trinity may waive one or more of the conditions to the Merger without resoliciting Class B stockholder approval for the Merger, whether or not the Class B stockholders would approve of any waiver.

Trinity may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Merger, to the extent permitted by applicable laws. Such conditions include approval for listing on the Nasdaq Stock Market or the American Stock Exchange of the FreeSeas common stock to be issued to Trinity stockholders. The Board of Directors of Trinity will evaluate the materiality of any waiver to determine whether amendment of this joint proxy statement/ prospectus and resolicitation of proxies is warranted. In some instances, if the Board of Directors of Trinity determines that a waiver is not sufficiently material to warrant resolicitation of Class B stockholders, Trinity has the discretion to complete the Merger without seeking further Class B stockholder approval, regardless of whether or not Class B stockholders would approve any such waiver. Any such determination by the Board of Directors of Trinity would have to be consistent with its fiduciary duty to act in the best interest of Trinity and all of Trinity’s stockholders.


	*The failure of any one of a number of conditions could prevent the Merger from being consummated and could result in the Trinity trust fund being distributed to the Trinity Class B stockholders.*

There are a number of conditions that must be satisfied in order to consummate the Merger between Trinity and FreeSeas. For example, Trinity cannot complete the Merger unless (1) the holders of at least a majority of the issued and outstanding shares of Trinity Class B common stock approve the Merger Agreement, (2) less than 20% of the Trinity Class B stockholders exercise their redemption rights, and (3) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity Class B stockholders who exercise their statutory appraisal rights do not cause Trinity to have less than $7,000,000 in cash and cash equivalents at the time of the consummation of the Merger. If any of these conditions are not satisfied, the Merger cannot be completed although FreeSeas can waive the third requirement if it so chooses.

In addition, Trinity is required to distribute only to its Class B stockholders the amount in the Trinity trust fund if Trinity does not effect a business combination within 12 months after consummation of its initial public offering (or within 18 months from the consummation of its initial public offering if a letter of intent, agreement in principle or definitive agreement has been executed within 12 months after consummation of such offering and the business combination has not been consummated within such 12 month period). The holders of Trinity common stock are not entitled to receive any of the proceeds held in the trust fund. If the Merger is not consummated, it is likely that Trinity would be required to distribute the amounts in the trust fund to the Trinity Class B stockholders because there would not be sufficient time to effect a different business combination.


	*If the Merger does not qualify as a nontaxable reorganization under the U.S. Internal Revenue Code, the transaction may be a taxable event to Trinity’s stockholders.*

The Merger has been structured to qualify as a nontaxable reorganization for U.S. federal income tax purposes. If the Merger does not qualify as a nontaxable reorganization for U.S. federal income tax purposes, then the Merger may result in the recognition of gain or loss to Trinity stockholders. In the event that the Merger resulted in the recognition of gains to Trinity stockholders, Trinity stockholders will not receive any cash as a portion of the merger consideration that could be used by them to satisfy any tax liability created by the merger.

Industry Risk Factors Relating to the Surviving Corporation


	*The cyclical nature of the shipping industry may lead to volatile changes in freight rates and vessel values, which may reduce FreeSeas’ revenues and net income.*

FreeSeas is an independent shipping company that operates in the drybulk shipping market. FreeSeas’ profitability is dependent upon the freight rates FreeSeas is able to charge. The supply of and demand for shipping capacity strongly influences freight rates. The demand for shipping capacity is determined primarily by the demand for the type of commodities carried and the distance that those commodities must be moved by sea. The demand for commodities is affected by, among other things, world and regional economic and political conditions (including developments in international trade, fluctuations in industrial and agricultural production and armed conflicts), environmental concerns, weather patterns, and changes in seaborne and other transportation costs. The size of the existing fleet in a particular market, the number of new vessel deliveries, the scrapping of older vessels and the number of vessels out of active service (i.e., laid-up, drydocked, awaiting repairs or otherwise not available for hire), determines the supply of shipping capacity, which is measured by the amount of suitable tonnage available to carry cargo.

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing fleet in the market and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of FreeSeas’ control, and it cannot predict the nature, timing and degree of changes in industry conditions. Some of these factors may have a negative impact on FreeSeas’s revenues and net income.

The market value of FreeSeas’ vessels can fluctuate significantly. The market value of FreeSeas’ vessels may increase or decrease depending on the following factors:


	•	general economic and market conditions affecting the shipping industry;

	•	supply of drybulk vessels;

	•	demand for drybulk vessels;

	•	types and sizes of vessels;

	•	other modes of transportation;

	•	cost of newbuildings;

	•	new regulatory requirements from governments or self-regulated organizations; and

	•	prevailing level of charter rates.

Due to the fact that the market value of FreeSeas’ vessels may fluctuate significantly, FreeSeas may incur losses when it sells vessels, which may adversely affect its earnings. In addition, any determination that a vessel’s remaining useful life and earnings requires an impairment of its value on FreeSeas’ financial statements could result in a charge against FreeSeas’ earnings and a reduction in FreeSeas’ shareholders’ equity. If for any reason FreeSeas sells its vessels at a time when prices have fallen, the sale may be less

than such vessel’s carrying amount on its financial statements, and FreeSeas would incur a loss and a reduction in earnings.


	*Although charter rates in the international drybulk shipping industry reached historic highs recently, future profitability will be dependent on the level of charter rates and commodity prices.*

Over the last several months, charter rates for the international drybulk shipping industry have reached record highs; however, recently charter rates have decreased by approximately 25%. FreeSeas anticipates that the future demand for its drybulk carriers and drybulk charter rates will be dependent upon continued economic growth in China, India and the world economy, seasonal and regional changes in demand, and changes to the capacity of the world fleet. The capacity of the world fleet seems likely to increase and there can be no assurance that economic growth will continue. Adverse industry, economic, political, social or other developments could also decrease the amount and/or profitability of FreeSeas’ business and materially reduce its revenues and net income.

The factors affecting the supply and demand for vessels are outside of FreeSeas’ control, and the nature, timing and degree of changes in industry conditions are unpredictable. Some of the factors that influence demand for vessel capacity include:


	•	supply and demand for drybulk commodities;

	•	global and regional economic conditions;

	•	the distance drybulk commodities are to be moved by sea; and

	•	changes in seaborne and other transportation patterns.

Some of the factors that influence the supply of vessel capacity include:


	•	the number of newbuilding deliveries;

	•	the scrapping rate of older vessels;

	•	changes in environmental and other regulations that may limit the useful life of vessels;

	•	the number of vessels that are laid up; and

	•	changes in global drybulk commodity production.


	*An economic slowdown in the Asia Pacific region could materially reduce the amount and/or profitability of FreeSeas’ business.*

A significant number of the port calls made by FreeSeas’ vessels involve the loading or discharging of raw materials and semi-finished products in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, but particularly in China or India, may have an adverse effect on FreeSeas’ business, financial position and results of operations, as well as its future prospects. In particular, in recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. FreeSeas cannot assure you that such growth will be sustained or that the Chinese economy will not experience contraction in the future. Moreover, any slowdown in the economies of the United States, the European Union or certain Asian countries may adversely effect economic growth in China and elsewhere. FreeSeas’ revenues and net income, as well as its future prospects, would likely be materially reduced by an economic downturn in any of these countries.


	*FreeSeas may become dependent on spot charters in the volatile shipping markets, which can result in decreased revenues and/or profitability.*

Although two of FreeSeas’ three vessels are currently under period time charters until between August and October 2005 and between September and November 2005, respectively, in the future, FreeSeas may spot charter those, or any newly acquired, vessels. The spot charter market is highly competitive and rates within this market are subject to volatile fluctuations, while longer-term period time

charters provide income at pre-determined rates over more extended periods of time. If FreeSeas decides to spot charter its vessels, there can be no assurance that FreeSeas will be successful in keeping all its vessels fully employed in these short-term markets or that future spot rates will be sufficient to enable its vessels to be operated profitably. A significant decrease in spot charter rates could affect the value of FreeSeas’ fleet and could adversely affect its profitability and cash flows with the result that its ability to pay debt service to its lenders and dividends to its shareholders could be impaired.


	*FreeSeas is subject to regulation and liability under environmental laws that could require significant expenditures and reduce its cash flows and net income.*

FreeSeas’ business and the operation of its vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, FreeSeas cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of its vessels. Additional conventions, laws and regulations may be adopted which could limit FreeSeas’ ability to do business and thereby reduce its revenue or increase the cost of its doing business and thereby materially decrease its net income. FreeSeas is required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to its operations.

The operation of FreeSeas’ vessels is affected by the requirements set forth in the International Safety Management (“ISM”) Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System.” The system includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and dealing with emergencies. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and/or may result in a denial of access to, or detention in, certain ports. Currently, each of FreeSeas’ vessels is ISM Code-certified, however, there can be no assurance that such certification will be maintained indefinitely.

The European Union is considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority.

FreeSeas currently maintains, for each of its vessels, pollution liability coverage insurance in the amount of $1 billion per incident. If the damages from a catastrophic incident exceeded FreeSeas’ insurance coverage, the payment of these damages may materially decrease FreeSeas’ net income.

The International Maritime Organization (“IMO”) or other regulatory bodies may adopt further regulations in the future that could adversely affect the useful lives of FreeSeas’ vessels as well as its ability to generate income from them. These requirements can also affect the resale value of FreeSeas’ vessels.

The United States Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States of America or any of its territories and possessions or whose vessels operate in waters of the United States of America, which includes the territorial sea of the United States of America and its 200 nautical mile exclusive economic zone.

Under OPA, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).


	If any of FreeSeas’ vessels fail to maintain their class certification and/or fail any annual survey, intermediate survey, drydocking or special survey, that vessel would be unable to carry cargo, thereby reducing FreeSeas’ revenues and profitability and violating certain loan covenants of its third-party indebtedness.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention (“SOLAS”). FreeSeas’ vessels are currently classed with Lloyd’s Register of Shipping and Korean Register of Shipping. Lloyd’s Register of Shipping has awarded ISM and International Ship and Port Facilities Security (“ISPS”) certification to all three of FreeSeas’ vessels and Free Bulkers, S.A. (“Free Bulkers”), FreeSeas’ ship management company.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. FreeSeas’ vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable. That status could cause FreeSeas to be in violation of certain covenants in its loan agreements.


	*Maritime claimants could arrest FreeSeas’ vessels, which could interrupt its cash flow.*

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. The arresting or attachment of one or more of FreeSeas’ vessels could interrupt its cash flow and require it to pay large sums of funds to have the arrest lifted.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one of FreeSeas’ vessels for claims relating to another of its vessels.


	*Governments could requisition FreeSeas’ vessels during a period of war or emergency, resulting in loss of earnings.*

A government could requisition for title or seize FreeSeas’ vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition FreeSeas’ vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of FreeSeas’ vessels would reduce FreeSeas’ revenues and net income.


	World events outside FreeSeas’ control may negatively affect its ability to operate, thereby reducing its revenues and net income or its ability to obtain additional financing, thereby restricting the implementation of its business strategy.

Terrorist attacks such as the attacks on the United States of America on September 11, 2001, on London, England on July 7, 2005, and the response to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world financial markets and may adversely affect FreeSeas’ business by increasing security costs and creating delays because of heightened security measures. The continuing conflict in Iraq may lead to additional acts of terrorism and armed conflict

around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could prevent FreeSeas from obtaining additional financing on terms acceptable to it or at all, which would impair FreeSeas’ implementation of its business strategy.

Terrorist attacks may also negatively impact FreeSeas’ vessels or its customers directly. Future terrorist attacks could result in increased volatility of the financial markets in the United States of America and globally, an economic recession in the United States of America or the world and a corresponding reduction in business and future prospects for FreeSeas, thereby reducing its revenues and net income.

Company Risk Factors Relating to the Surviving Corporation


	*FreeSeas will depend entirely on Free Bulkers to manage and charter its fleet.*

FreeSeas currently contracts the commercial and technical management of its fleet, including crewing, maintenance and repair, to Free Bulkers, an affiliated company with which FreeSeas is under common control. The loss of Free Bulkers’ services, its failure to perform its obligations to FreeSeas or its poor performance for FreeSeas could reduce FreeSeas’ revenues and net income . Although FreeSeas may have rights against Free Bulkers if Free Bulkers defaults on its obligations to FreeSeas, you will have no recourse against Free Bulkers. Further, FreeSeas expects that it will need approval from its lenders to replace Free Bulkers as its ship manager.


	Because Free Bulkers is a privately held company, there is little or no publicly available information about it and FreeSeas may get very little advance warning of operational or financial problems experienced by Free Bulkers that may adversely impact FreeSeas.

The ability of Free Bulkers to continue providing services for FreeSeas’ benefit will depend in part on its own financial strength. Circumstances beyond FreeSeas’ control could impair Free Bulkers’ financial strength, or operational ability. Because Free Bulkers is privately held it is unlikely that information about its financial strength or operational ability would become public unless Free Bulkers began to default on its obligations. As a result, there may be little advance warning of problems affecting Free Bulkers, even though these problems could have a material adverse effect on FreeSeas.


	*FreeSeas and its principal officers have affiliations with Free Bulkers that could create conflicts of interest detrimental to FreeSeas.*

The principal officers of FreeSeas are also principals, officers and employees of Free Bulkers, which is FreeSeas’ ship management company. These responsibilities and relationships could create conflicts of interest between FreeSeas and Free Bulkers. These conflicts may arise in connection with the chartering, purchase, sale and operations of the vessels in FreeSeas’ fleet versus drybulk carriers managed by other companies affiliated with Free Bulkers. Circumstances in any of these instances may make any one decision advantageous to FreeSeas but detrimental to Free Bulkers or vice versa. There can be no assurance that Free Bulkers will resolve all conflicts of interest in a manner beneficial to FreeSeas.


	*FreeSeas has a short operating history and cannot assure you that it will continue to operate profitably in the future.*

FreeSeas commenced operations in April 2004 and has a very short operating history. Although FreeSeas’ operations have been profitable to date, it cannot assure you that it will continue to be profitable in the future.


	*If FreeSeas fails to manage its planned growth properly, it may not be able to successfully expand its market share.*

FreeSeas intends to continue to grow its fleet. FreeSeas’ growth will depend on:


	•	locating and acquiring suitable vessels;

	•	identifying and consummating acquisitions or joint ventures;


	•	integrating any acquired vessel successfully with its existing operations;


	•	enhancing its customer base;

	•	managing its expansion; and

	•	obtaining required financing.

Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations and difficulty experienced in (1) obtaining additional qualified personnel, (2) managing relationships with customers and suppliers and (3) integrating newly acquired operations into existing infrastructures. FreeSeas cannot give any assurance that it will be successful in executing its growth plans or that it will not incur significant expenses and losses in connection with the execution of those growth plans.


	*A decline in the market value of FreeSeas’ vessels could lead to a default under FreeSeas’ loan agreements and the loss of FreeSeas’ vessels.*

FreeSeas has incurred secured debt under loan agreements for all three of its vessels. See “The Parties to the Merger-FreeSeas-Loans for Vessels.” If the market value of FreeSeas’ fleet declines, FreeSeas may not be in compliance with certain provisions of its existing loan agreements and it may not be able to refinance its debt or obtain additional financing. If FreeSeas is unable to pledge additional collateral, its lenders could accelerate its debt and foreclose on its fleet.


	*FreeSeas’ existing loan agreements contain restrictive covenants that may limit its liquidity and corporate activities.*

FreeSeas’ existing loan agreements impose operating and financial restrictions on it. These restrictions may limit its ability to:


	•	incur additional indebtedness;

	•	create liens on its assets;

	•	sell capital stock of its subsidiaries;

	•	make investments;

	•	engage in mergers or acquisitions;

	•	pay dividends;

	•	make capital expenditures;

	•	change the management of its vessels or terminate or materially amend the management agreement relating to each vessel; and

	•	sell its vessels.

Therefore, FreeSeas may need to seek permission from its lenders in order to engage in some corporate actions. The lenders’ interests may be different from those of FreeSeas, and FreeSeas cannot guarantee that it will be able to obtain the lenders’ permission when needed. This may prevent FreeSeas from taking actions that are in its best interest.


	*Servicing debt may limit funds available for other purposes.*

To finance FreeSeas’ fleet, it has incurred secured debt under loan agreements for all three of its vessels that are guaranteed by FreeSeas’ principals. FreeSeas also currently expects to incur additional secured debt to finance the acquisition of additional vessels. FreeSeas must dedicate a portion of its cash flow from operations to pay the principal and interest on its debt. These payments limit funds otherwise available for working capital expenditures and other purposes. As of March 31, 2005, FreeSeas had total long-term debt of $9,300,000 and loans from shareholders totaling $3,366,000. If FreeSeas was unable to service its debt, its lenders could accelerate its debt and foreclose on its fleet.

In April 2005, FreeSeas and its current shareholders agreed to modify the terms of the shareholder loans made in connection with the acquisition of its first two vessels. The repayment schedule is now eight equal quarterly installments of $250,000 each in 2006 and 2007, with balloon payments of the balance due on each loan on January 1, 2008. Previously, the loans were repayable from time to time based on FreeSeas’ available cash flow, and matured on the earlier of the sale date of the applicable vessel or on December 31, 2006. Although the April 2005 modifications extended the time for repayment of these loans, the required repayment schedule will reduce FreeSeas’ working capital that is available for other purposes.

In June 2005, FreeSeas incurred an additional $11,025,000 in debt to acquire the Handymax drybulk carrier M/V Free Fighter . FreeSeas borrowed $7,000,000 from an unaffiliated third party lender and $4,216,500 from the beneficial owners of its shareholders to pay the $4,025,000 balance of the purchase price and for working capital. Upon consummation of the merger of Trinity into FreeSeas, FreeSeas will repay the loan from the individual beneficial owners of the FreeSeas shareholders from the funds that become available to FreeSeas from Trinity.

A rise in interest rates could cause an increase in FreeSeas’ interest costs and have a material adverse effect on its net income. FreeSeas has purchased, and may purchase in the future, vessels with loans that provide for periodic interest payments based on indices that fluctuate with changes in market interest rates. If interest rates increase significantly, it would increase FreeSeas’ costs of financing its acquisition of vessels, which could decrease the number of additional vessels that FreeSeas could acquire FreeSeas’ financial condition and results of operations. Any increase in debt service would also reduce the funds available to FreeSeas to purchase other vessels.


	The performance of FreeSeas’ then existing charters and the creditworthiness of its charterers may hinder FreeSeas’ ability to implement its business strategy by making additional debt financing unavailable or available only at higher than anticipated cost.

The actual or perceived credit quality of FreeSeas’ charterers, and any defaults by them, may materially affect its ability to obtain the additional debt financing that FreeSeas will require to purchase additional vessels or may significantly increase its costs of obtaining such financing. FreeSeas’ inability to obtain additional financing at all or at a higher than anticipated cost may materially impair its ability to implement its business strategy.


	As FreeSeas expands its business, it will need to upgrade its operational and financial systems, and add more staff and crew. If it cannot upgrade these systems or recruit suitable additional employees, its performance may suffer.

FreeSeas’ current operating and financial systems may not be adequate if it expands the size of its fleet, and its attempts to improve those systems may be ineffective. In addition, if FreeSeas expands its fleet, it will have to rely on Free Bulkers to recruit suitable additional seafarers and shoreside administrative and management personnel. FreeSeas cannot assure you that Free Bulkers will be able to continue to hire suitable additional employees as FreeSeas expands its fleet. If Free Bulkers’ unaffiliated crewing agent encounters business or financial difficulties, FreeSeas may not be able to adequately staff its vessels. If FreeSeas cannot upgrade its operational and financial systems effectively or recruit suitable

additional employees, its performance may suffer and its ability to expand its business further will be restricted.


	*In the highly competitive international drybulk shipping industry, FreeSeas may not be able to compete for charters with new entrants or established companies with greater resources.*

FreeSeas employs its vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than FreeSeas. Competition for the transportation of drybulk cargoes can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to the charterers. Due in part to the highly fragmented market, competitors with greater resources could operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets.


	FreeSeas may be unable to attract and retain key management personnel and other employees in the shipping industry, which may reduce the effectiveness of its management and lower its results of operations.

FreeSeas’ success depends to a significant extent upon the abilities and efforts of its existing management team. The loss of any of these individuals could adversely affect FreeSeas’ business prospects and financial condition. FreeSeas’ success will depend upon its ability to hire additional employees and to retain key members of its management team. Difficulty in hiring and retaining personnel could adversely affect FreeSeas’ results of operations. FreeSeas does not intend to maintain “key man” life insurance on any of its officers.


	*Risks involved with operating ocean-going vessels could affect FreeSeas’ business and reputation, which may reduce its revenues.*

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:


	•	crew strikes and/or boycotts;

	•	marine disaster;

	•	piracy;

	•	environmental accidents;

	•	cargo and property losses or damage; and

	•	business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.

The involvement of any of its vessels in an environmental disaster may harm FreeSeas’ reputation as a safe and reliable vessel operator. Any of these circumstances or events could increase FreeSeas’ costs or lower its revenues.


	*FreeSeas’ vessels may suffer damage and it may face unexpected drydocking costs, which could reduce its cash flow and impair its financial condition.*

If FreeSeas’ vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. FreeSeas may have to pay drydocking costs that its insurance does not cover. The loss of earnings while these vessels are being repaired and reconditioned, as well as the actual cost of these repairs, would decrease its earnings.


	*Purchasing and operating previously owned, or secondhand, vessels may result in increased operating costs and vessels off-hire, which could adversely affect FreeSeas’ earnings.*

Although FreeSeas inspects prior to purchase the secondhand vessels that it acquires, this inspection does not provide FreeSeas with the same knowledge about their condition and cost of any required (or

anticipated) repairs that it would have had if these vessels had been built for and operated exclusively by FreeSeas. Generally, FreeSeas does not receive the benefit of warranties on secondhand vessels.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations or safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to FreeSeas’ vessels and may restrict the type of activities in which the vessels may engage. FreeSeas cannot assure you that, as FreeSeas’ vessels age, market conditions will justify those expenditures or enable it to operate its vessels profitably during the remainder of their useful lives. If FreeSeas sells vessels, it is not certain that the price for which it sells them will equal their carrying amount at that time.


	*FreeSeas may not have adequate insurance to compensate it adequately for damage to, or loss of, its vessels.*

FreeSeas procures hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance for its fleet. FreeSeas does not maintain insurance against loss of hire, which covers business interruptions that result in the loss of use of a vessel. FreeSeas can give no assurance that it is adequately insured against all other risks. FreeSeas may not be able to obtain adequate insurance coverage for its fleet in the future. The insurers may not pay particular claims. FreeSeas’ insurance policies contain deductibles for which it will be responsible and limitations and exclusions which may increase its costs. Moreover, FreeSeas cannot assure that the insurers will not default on any claims they are required to pay. If FreeSeas’ insurance is not enough to cover claims that may arise, it may not be able to repair any damage to its vessels or replace any vessel that is lost or may have to use its own funds for those purposes, thereby reducing its funds available to implement its business strategy.


	*FreeSeas’ operations outside the United States of America expose it to global risks that may interfere with the operation of its vessels.*

FreeSeas is an international company and primarily conducts its operations outside the United States of America. Changing economic, political and governmental conditions in the countries where FreeSeas is engaged in business or where FreeSeas’ vessels are registered affect FreeSeas’ operations. In the past, political conflicts, particularly in the Arabian Gulf, resulted in attacks on vessels, mining of waterways and other efforts to disrupt shipping in the area. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea. The likelihood of future acts of terrorism may increase, and FreeSeas’ vessels may face higher risks of being attacked. In addition, future hostilities or other political instability in regions where FreeSeas’ vessels trade could have a material adverse effect on its trade patterns and adversely affect its revenues.


	Because the Republic of the Marshall Islands, where FreeSeas is incorporated, does not have a well-developed body of corporate law, former Trinity stockholders may have more difficulty in protecting their interest in FreeSeas with regard to actions taken by FreeSeas’ Board of Directors.

FreeSeas’ corporate affairs are governed by its Articles of Incorporation and By-laws and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other

states with substantially similar legislative provisions, public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States of America jurisdiction.

FORWARD-LOOKING STATEMENTS

This joint proxy statement/ prospectus contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements include information about possible or assumed future results of operations or the performance of the Surviving Corporation after the Merger, the expected completion and timing of the Merger and other information relating to the Merger. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include statements regarding:


	•	the Surviving Corporation’s future operating or financial results;

	•	future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses; and

	•	drybulk market trends, including charter rates and factors affecting vessel supply and demand.

We undertake no obligation to publicly update or revise any forward-looking statements contained in this joint proxy statement/ prospectus, or the documents to which we refer you in this joint proxy statement/ prospectus, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances on which any statement is based.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma balance sheet presents the financial position of FreeSeas as of March 31, 2005, assuming the transaction had been completed as of March 31, 2005. The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction and factually supportable and any additional transactions that may have occurred, the inclusion of which is deemed necessary for the fair presentation of this unaudited pro forma financial information.

We are providing the following information to aid you in your analysis of the financial aspects of the transaction. We derived this information as of March 31, 2005 from the unaudited consolidated financial statements of FreeSeas and the unaudited financial statements of Trinity, each as of March 31, 2005, and for the three months then ended. The management of FreeSeas has provided all the information set forth herein regarding FreeSeas. Neither Trinity nor FreeSeas assumes any responsibility for the accuracy or completeness of the information provided by the other party. This information should be read together with the FreeSeas audited consolidated financial statements for the period ended December 31, 2004, and related notes and first quarter 2005 unaudited consolidated financial statements; and the Trinity audited financial statements for the period ended December 31, 2004, and related notes and first quarter 2005 unaudited financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each of FreeSeas and Trinity; and the other financial information included elsewhere in this joint proxy statement/ prospectus.

The Unaudited Pro Forma Financial Information is for illustrative purposes only.

In the proposed transaction, the current shareholders of Trinity receive one share and one warrant of FreeSeas for each share and warrant they presently own. Following consummation of the transaction, FreeSeas will continue as the Surviving Corporation and Trinity shall cease to exist. After giving effect to the transaction, the Trinity shareholders will own approximately 28.4% of FreeSeas.

FreeSeas and Trinity plan to complete the transaction promptly after a Trinity special meeting, provided that:


	•	Trinity Class B stockholders have adopted the Merger Agreement;

	•	holders of less than 20% of the shares of Trinity Class B common stock issued in Trinity’s initial public offering vote against the merger proposal and demand redemption of their shares for cash; and

	•	the other conditions specified in the Merger Agreement have been satisfied or waived.

The transaction will be accounted for as an issuance of stock by FreeSeas for the net monetary assets of Trinity. The net monetary assets of Trinity will be recorded as of the acquisition date at their respective historical costs, which is considered to be the equivalent of fair value. No goodwill or intangible assets will be recorded as a result of the transaction.

In June 2005, FreeSeas, through Adventure Four S.A., a newly formed wholly-owned subsidiary, acquired a Handymax drybulk carrier that it renamed the M/V Free Fighter. The purchase price for the vessel was $11,025,000. FreeSeas financed $7,000,000 of the purchase price with an unaffiliated third-party lender. The individual beneficial owners of the FreeSeas shareholders lent FreeSeas $4,216,500 to pay the $4,025,000 balance of the purchase price and for working capital. FreeSeas will repay the loan from the individual beneficial owners of the FreeSeas shareholders from the funds that become available to FreeSeas upon the consummation of the Merger. The accompanying Unaudited Pro Forma Financial Information includes the effect of this purchase.

Separate pro forma information have been presented for the following circumstances: (1) that no holders of Trinity Class B common stock exercise their right to have their shares redeemed upon the consummation of the transaction, and (2) that holders of 19.99% of Trinity Class B common stock elect to have their shares redeemed upon the consummation of the transaction at the redemption value of $5.11 per share, based on the amount held in the Trinity trust fund, inclusive of interest income to date thereon, at March 31, 2005. The basis of presentation described in (2) results from the possibility that holders of up to a maximum of 19.99% of the holders of Trinity Class B common stock may elect to have their shares redeemed at the redemption value of approximately $5.11 per share, or a total of $1,527,759 as of March 31, 2005. Should holders of 20% or more of Trinity Class B common stock elect to have their shares redeemed, the transaction cannot be consummated.

FREESEAS INC. (FORMERLY KNOWN AS ADVENTURE HOLDINGS S.A.)

TRINITY PARTNERS ACQUISITION COMPANY INC.

UNAUDITED PRO FORMA BALANCE SHEET

AS OF MARCH 31, 2005


													Additional Pro
								Pro Forma					Forma Adjustments			FreeSeas (with
								Adjustments			FreeSeas		(with 19.99%			19.99% Trinity
								(with No Stock			(with No Stock		Trinity Class B			Class B Stock
			FreeSeas		Trinity			Redemption)			Redemption)		Stock Redemption)			Redemption)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	513,000	$	444,479		$	6,367,601	(b)
									(4,025,000	)(f)	$	3,300,080	$	(1,527,759	)(e)	$	1,772,321
Restricted investment				—		7,642,601			(7,642,601	)(b)		—					—
Trade receivables, net				325,000		—						325,000					325,000
Other receivables				23,000		—						23,000					23,000
Inventories				41,000		—						41,000					41,000
Due from related parties				95,000		—						95,000					95,000

		Total current assets		997,000		8,087,080						3,784,080					2,256,321

Fixed assets, net				15,544,000		—			11,025,000	(f)		26,569,000					26,569,000
Deferred charges, net				621,000		—						621,000					621,000

		Total assets		17,162,000		8,087,080						30,974,080					29,446,321


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses				498,000		249,991			240,000	(b)		987,991					987,991
Unearned revenue				291,000		—						291,000					291,000
Shareholders’ advance
Due to related party				52,000		—						52,000					52,000
Long-term debt, current portion				3,400,000		—			3,500,000	(f)		6,900,000					6,900,000

	Total current liabilities			4,241,000		249,991						8,230,991					8,230,991

Long-term debt, net of current portion				5,900,000		—			3,500,000	(f)		9,400,000					9,400,000
Other long term liabilities				3,086,000		—			160,000	(b)		3,246,000					3,246,000

		Total liabilities		13,227,000		249,991						20,876,991					20,876,991

Common Stock, subject to possible redemption for cash, 298,851 shares at redemption value				—		1,527,759			(1,527,759	)(c)		—					—

Commitments and contingencies

STOCKHOLDERS’ EQUITY
Preferred stock				—		—						—					—
Common stock				5,000		29			120	(d)
									30	(c)		5,179		(30	)(e)		5,149
Common stock, Class B				—		120			(120	)(d)		—		—			—
Additional paid-in capital				2,892,000		6,594,495			1,527,729	(c)				(1,527,729	)(e)
									(285,314	)(a)							7,526,181
									(1,675,000	)(b)		9,053,910					1,038,000
Retained earnings/ (accumulated deficit)				1,038,000		(285,314	)		285,314	(a)		1,038,000					1,038,000

		Total stockholders’ equity		3,935,000		6,309,330						10,097,089					8,569,330

		Total liabilities and stockholders’ equity	$	17,162,000	$	8,087,080					$	30,974,080				$	29,446,321

See Notes to Unaudited Pro Forma Balance Sheets

FREESEAS INC. (FORMERLY KNOWN AS ADVENTURE HOLDINGS S.A.)

TRINITY PARTNERS ACQUISITION COMPANY INC.

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

As of March 31, 2005

The pro forma balance sheet reflects the issuance of stock by FreeSeas in exchange for the net monetary assets of Trinity, assuming that the transaction had been completed as of March 31, 2005. The historical balance sheets used in the preparation of the unaudited pro forma financial information have been derived from FreeSeas’ and Trinity’s unaudited financial statements as of March 31, 2005.

Separate pro forma balance sheets have been presented for the following circumstances: (1) that no Trinity Class B stockholders exercise their right to have their shares redeemed upon the consummation of the transaction, and (2) that holders of 19.99% of Trinity Class B common stock elect to have their shares redeemed upon the consummation of the transaction at the redemption value of $5.11 per share, based on the amount held in the Trinity trust fund, inclusive of interest income to date thereon, at March 31, 2005.

Descriptions of the adjustments included in the unaudited pro forma balance sheets are as follows:



	(a) Reflects the transaction through the elimination of Trinity’s accumulated deficit and the issuance of FreeSeas common stock for Trinity common stock.



	(b) Reflects the release of Trinity’s restricted cash held in trust as a result of the transaction, net of estimated direct transaction costs of FreeSeas and Trinity charged to additional paid-in capital. FreeSeas’ and Trinity’s estimated transaction costs consist primarily of legal, accounting, financial advisory, transfer and exchange agent, and printing costs directly related to the transaction. Approximately $400,000 of FreeSeas’ transaction costs are not being paid at closing and are included in accounts payable, accrued expenses and other long term liabilities.


	(c) Reflects the reclassification of the redemption value of the Trinity Class B common stock to Stockholders’ Equity assuming no stock redemption.

	(d) Reflects the conversion of outstanding Trinity Class B common stock into FreeSeas common stock.


	(e) Reflects the redemption of 19.99% of Trinity Class B common stock, or 298,851 shares, at the March 31, 2005 redemption value of $5.11 per share. The number of shares assumed redeemed is based on 19.99% of the total shares of Trinity Class B common stock outstanding prior to the transaction of 1,495,000 and represents the maximum number of shares that may be elected to be redeemed without precluding the consummation of the transaction.



	(f) Reflects the acquisition of a new vessel, the M/V Free Fighter, through a new wholly owned subsidiary, at a purchase price of $11,025,000 pursuant to a memorandum agreement entered into in April 2005. At the time of acquisition, the shareholders of FreeSeas made an interest-free loan to FreeSeas in the amount of $4,216,500, which was used by FreeSeas to pay $4,025,000 of the purchase price of the new vessel and for working capital purposes. Trinity and FreeSeas have agreed that this loan will be repaid to the FreeSeas shareholders immediately following the closing of the transaction. FreeSeas financed $7,000,000 of the purchase price with a non-affiliated third-party lender. This pro forma adjustment related to the acquisition of a new vessel reflects only the additional shareholder loan related to the purchase of the new vessel, and no other loans since March 31, 2005 for ongoing business activities.

THE TRINITY SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This joint proxy statement/ prospectus is being furnished to Trinity stockholders as part of the solicitation of proxies by Trinity’s Board of Directors for use at the special meeting of Trinity Class B stockholders to be held at [ insert address ] on [ insert day ], [ insert date ], 2005, at [ insert time ]. The purpose of the special meeting is for Trinity Class B stockholders to consider and vote upon a proposal to approve the Merger Agreement. Trinity cannot complete the Merger unless (1) the holders of a majority of the issued and outstanding shares of Trinity Class B common stock present in person or by proxy at a special meeting approve the Merger Agreement, (2) Trinity Class B stockholders owning less than 20% of the Class B shares exercise their redemption rights, and (3) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity Class B stockholders who exercise their statutory appraisal rights do not cause Trinity to have less than $7,000,000 in cash and cash equivalents at the time of the consummation of the Merger. A copy of the Merger Agreement is attached as Appendix A to this joint proxy statement/ prospectus. This joint proxy statement/ prospectus and the enclosed form of proxy are first being mailed to Trinity stockholders on or about [ insert date ], 2005.

Record Date and Voting

The holders of record of shares of Trinity Class B common stock as of the close of business on the record date, which was [ insert date ], 2005, are entitled to receive notice of, and to vote at, the special meeting. On the record date, there were [ insert number ] shares of Trinity Class B common stock outstanding.

The holders of a majority of the shares of Trinity Class B common stock that were outstanding on the record date, represented in person or by proxy, will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Abstentions and properly executed broker non-votes will be counted as shares present and entitled to vote for the purposes of determining a quorum. “Broker non-votes” result when the beneficial owners of shares of Trinity Class B common stock do not provide specific voting instructions to their brokers. Brokers are precluded from exercising their voting discretion with respect to the approval of non-routine matters such as the proposed merger, and, thus, absent specific instructions from the beneficial owner of those shares, brokers are not empowered to vote the shares with respect to the approval of such matters.

Required Vote

Each share of Trinity Class B common stock that was outstanding on the record date entitles the holder to one vote at the special meeting. Completion of the Merger requires the approval of the Merger Agreement by holders of a majority of the issued and outstanding shares of Trinity Class B common stock entitled to vote at the special meeting. Because the vote is based on the number of shares of Trinity Class B common stock outstanding rather than on the number of votes cast, failure to vote your shares (including as a result of broker non-votes), and votes to abstain, are effectively votes “against” the Merger. You may vote your shares of Trinity Class B common stock by completing and returning the enclosed proxy card by mail or by appearing and voting in person by ballot at the special meeting.

Regardless of whether you plan to attend the special meeting, you should vote your shares by proxy as described above as soon as possible.

If you hold your shares through a bank, brokerage firm or nominee, you must vote in accordance with the instructions on the voting instruction card that your bank, brokerage firm or nominee provides to you. You should instruct your bank, brokerage firm or nominee as to how to vote your shares, following the directions contained in such voting instruction card.

Proxies; Revocation

If you vote your shares of Trinity Class B common stock by signing a proxy, your shares will be voted at the special meeting as you indicate on your proxy card. If no instructions are indicated on your signed proxy card, your shares will be voted “FOR” the approval of the Merger Agreement.

You may revoke your proxy at any time before your proxy is voted at the special meeting. A proxy may be revoked prior to the vote at the special meeting in any of three ways:


	•	by executing and returning a proxy card dated later than the previous one to Trinity at 245 Fifth Avenue, Suite 1600, New York, New York 10016, Attention: Corporate Secretary;

	•	by attending the special meeting in person and casting your vote by ballot; or

	•	by submitting a written revocation to Trinity at 245 Fifth Avenue, Suite 1600, New York, New York 10016, Attention: Corporate Secretary.

Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy. If you do not hold your shares of Trinity Class B common stock in your own name, you may revoke or change a previously given proxy by following the instructions provided by the bank, brokerage firm, nominee or other party that is the registered owner of the shares.

Trinity does not expect that any matter other than the proposal to approve the Merger Agreement will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting or any adjournment or postponement of the special meeting, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment.

Trinity will pay the cost of soliciting proxies for the special meeting. In addition to soliciting proxies by mail, Trinity’s directors and executive officers may solicit proxies personally and by telephone, facsimile or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services. Trinity will, upon request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Adjournments and Postponements

Although not expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. If a quorum is present at the special meeting, any adjournment or postponement may be made without notice by approval of the holders of a majority of the outstanding shares of Trinity Class B common stock present in person or represented by proxy at the special meeting. Any signed proxies received by Trinity will be voted in favor of an adjournment or postponement in these circumstances. If a quorum is not present at the special meeting, any adjournment or postponement may be made by sending a copy of the notice of the adjourned or postponed meeting to each Trinity Class B stockholder by mail, facsimile or other electronic means of communication. In the event the meeting is adjourned, Trinity’s Board of Directors may fix a new record date for the adjourned meeting; in which case, a notice of the adjourned meeting will be given to each Trinity Class B stockholder of record on the new record date. If you transfer your shares of Trinity Class B common stock prior to such new record date then you may not be entitled to vote on the Merger. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow Trinity Class B stockholders who have already sent in their proxies to revoke them at any time before they are voted at the special meeting.

BACKGROUND AND REASONS FOR THE MERGER

Background of the Merger

Trinity was formed to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other similar business combination with an operating business. Trinity’s business objective has been to seek to effect a business combination with an acquired business.

Following the consummation of Trinity’s initial public offering of its equity securities, which was effective July 29, 2004 (closed on August 4, 2004), and from which it received net proceeds of approximately $8.1 million, Trinity’s executive officers commenced an active search for a prospective acquired business. Approximately 90% of the net proceeds of the offering were placed in escrow to be released upon consummation of a business combination.

Excluding FreeSeas, during the period from July 29, 2004 through November 2004, Trinity’s executive officers evaluated approximately six prospective acquired businesses in diverse industries. Exploratory discussions were held with respect to effecting a business combination with three of such prospective companies. These companies were engaged in the healthcare, home building and leisure industries. Trinity did not agree to substantive terms of a business combination, or enter into a letter of intent, with any of these companies.

In evaluating each prospective acquired business, Trinity’s executive officers considered all or a majority of the following factors:


	•	Financial condition and results of operations;

	•	Costs associated with effecting the business combination;


	•	Equity interest in and opportunity for control of the prospective acquired business;



	•	Growth potential of the prospective acquired business and the industry in which it operates;



	•	Experience and skill of management and availability of additional necessary personnel of the prospective acquired business;



	•	Capital requirements of the prospective acquired business;



	•	Competitive position of the prospective acquired business;



	•	Stage of development of the product, process or service of the prospective acquired business;



	•	Degree of current or potential market acceptance of the product, process or service of the prospective acquired business;



	•	Proprietary features and degree of intellectual property or other protection of the product, process or service of the prospective acquired business; and



	•	Regulatory environment of the industry in which the prospective acquired business operates.

All of the prospective acquired businesses other than FreeSeas accorded serious consideration by Trinity’s executive officers were rejected prior to reaching an agreement in principle for a business combination. The primary basis or bases of rejection were as follows:


Nature of Business		Unsatisfied Acquisition Criteria

Health Care *(fitness centers)*		Uncertainty whether satisfactory terms could be negotiated with owners giving Trinity sufficient equity interest in view of the amount of capital to be made available to owners; limited barriers to entry; and very intense competitive environment
Home Building *(supplier of services to home builders)*		Concern that home building industry would experience deceleration due to higher interest rates; and significant dependence on certain regional housing markets, such as California, creating additional potential exposure to a decline in the housing market
Leisure Industry *(motor scooter company)*		Inability to obtain adequate financial data and projections to assess future profit-ability; manufacturing overseas might have required more capital than available; and lack of sufficient infrastructure to ensure execution of business plan

At the end of October 2004, counsel for FreeSeas contacted certain of Trinity’s officers, namely Lawrence Burstein and James Scibelli, to ascertain whether Trinity would have an interest in considering a business combination with a drybulk shipping company located overseas. Prior to receiving the phone call from counsel, neither Mr. Burstein nor Mr. Scibelli had any previous contacts, understandings or arrangements either with counsel; Poseidon Capital Corp. (“Poseidon”), the financial advisor to FreeSeas; the principals of FreeSeas; or any persons affiliated with FreeSeas with respect to any transaction involving Trinity and FreeSeas. Mr. Burstein and Mr. Scibelli felt that macro-economic conditions appeared favorable for the global movement of dry commodities (i.e., steel, iron, agricultural goods, lumber) and that an investment in shipping potentially offered Trinity’s stockholders an opportunity to participate in the projected growth of global trade and the attendant rise in commodity prices.

Mr. Burstein and Mr. Scibelli after the initial conversation concluded that the potential shipping transaction was sufficiently interesting to warrant a meeting. So they arranged to meet with FreeSeas’ counsel on November 5, 2004 in New York to further discuss the possibility of a business combination with FreeSeas. Contemporaneously, Mr. Burstein and Mr. Scibelli were provided with preliminary financial data and information about the principals of FreeSeas by Poseidon. Subsequent to the November 5th meeting, Mr. Burstein and Mr. Scibelli consulted with the other Trinity directors and it was decided that Mr. Burstein and Mr. Scibelli should proceed with further discussions. The next meeting was on November 18, 2004 and was attended by the same parties to the November 5th meeting and Poseidon, to whom FreeSeas has agreed to pay fees in connection with the Merger and certain financial advisory services as described in “Background and Reasons for the Merger — Recommendations of the Boards of Directors and Reasons for the Merger — FreeSeas.”

At this meeting, Mr. Burstein and Mr. Scibelli explored with counsel and Poseidon the potential structure of the transaction and, in particular, issues relating to valuation of FreeSeas, employment terms for the principals of FreeSeas and issues relating to corporate governance. They also reviewed additional financial information supplied by Poseidon.

After that meeting it was agreed that the principals of FreeSeas, its counsel and Poseidon, and Mr. Burstein and Mr. Scibelli would meet on November 22 ^nd and November 23 ^rd in New York to determine whether the parties could negotiate a transaction. After this meeting, discussions continued about the transaction and terms. On December 6 ^th Mr. Burstein and Mr. Scibelli met with Poseidon to

review the financial information that had been provided, general macro-economic conditions in the drybulk shipping market and the interest in the capital markets for drybulk shipping companies. Subsequent to this December 6 ^th meeting, and throughout the remainder of December 2004, the parties exchanged proposals as to the amount of consideration that Trinity would be prepared to pay in order to consummate the business combination.

Trinity’s Board of Directors decided to proceed based upon its belief from available public information and review of specialized periodicals devoted to reporting on the shipping industry that the world economy, especially China and India, would continue to experience rapid growth, that this growth would fuel a rise in the prices for raw commodities and accordingly increase demand for shipping capacity, thereby resulting in higher freight rates. Trinity’s Board also concluded that the capital that would become available to FreeSeas after the consummation of the business combination would enable it to acquire additional drybulk cargo ships, which would provide the potential for significant growth. Trinity’s Board also felt that the principals of FreeSeas had the requisite experience and contacts within the shipping industry to expand the shipping operations of FreeSeas.

In January 2005, counsel for Trinity began preparing a draft of a letter of intent setting forth the economic terms of the proposed transaction. On January 18, 2005 the parties executed the letter of intent. Subsequent to the execution of the letter of intent, the parties (with their respective financial advisors) continued to negotiate the structure of the transaction as to which entity (and its jurisdiction of incorporation) would survive upon the consummation of the business combination.

While these negotiations were continuing, Messrs. Burstein and Scibelli traveled to Greece (the offices of FreeSeas) on February 23, 2005 to finalize the terms of the merger agreement and to meet with the personnel of FreeSeas. Upon Messrs. Burstein and Scibelli’s return, counsel prepared and circulated drafts of the proposed merger agreement, which were commented upon, revised and recirculated on several occasions during March 2005. On the morning of March 24, 2005 the Board of Directors of Trinity approved the Merger Agreement. On March 24, 2005, the Board of Directors of FreeSeas also approved the Merger Agreement. Late in the afternoon on March 24, 2005 at a meeting with Mr. Burstein and Mr. Scibelli and the principals of FreeSeas present, the parties executed the merger agreement.

Recommendations of the Boards of Directors and Reasons for the Merger

Trinity. Trinity’s Board of Directors, after reviewing the acquisition criteria set forth herein, concluded that a business combination with FreeSeas was a better alternative than a business combination with any of the other companies that had been evaluated by it as possible candidates for a business combination. In considering whether or not to approve the Merger, Trinity’s Board concluded that FreeSeas satisfied the most significant acquisition criteria, excluding the opportunity for Trinity to acquire operating control of FreeSeas. FreeSeas’ management was unwilling to relinquish such control but Trinity lacked expertise in the drybulk shipping industry. Therefore, Trinity’s Board of Directors discounted the importance of Trinity’s acquisition of operating control of FreeSeas.

After careful consideration and after consultation with its financial and legal advisors, Trinity’s Board of Directors unanimously determined that the Merger is in the best interest of Trinity and its stockholders. In reaching its determination, Trinity’s Board of Directors considered a number of factors, including the following:


	•	there has been strong raw materials demand in recent years by developing countries, particularly China and India, that has resulted in robust growth for drybulk shipping as well as increased freight rates, attributable in part to industrywide capacity constraints. As a result, the drybulk shipping sector has been attracting growing investor interest, with a number of drybulk and other seaborne shipping companies recently completing or planning public financings in the United States of America and other financial markets;

	•	FreeSeas has an experienced, highly regarded management team, which Trinity’s Board believes is well suited to pursue a strategy of acquiring and operating drybulk vessels;


	•	the opportunity to leverage Trinity’s capital to obtain debt financing to expand FreeSeas’ fleet in an effort to increase FreeSeas’ operating results;


	•	the fact that the Merger was the result of a comprehensive review conducted by Trinity’s Board (with the assistance of its financial and legal advisors) of the strategic alternatives available to Trinity; and


	•	the fact that the merger should constitute a tax-free reorganization under the Internal Revenue Code of 1986, as amended (the “Code”).

Trinity’s Board of Directors also considered potential risks relating to the Merger, including the following:


	•	the fact that FreeSeas is a recently formed foreign corporation with a limited operating history and that Trinity’s stockholders will have minority ownership in FreeSeas following consummation of the merger;

	•	a macroeconomic slowdown, particularly in China or India, which would reduce the demand for shipping capacity, thereby resulting in reduced shipping rates;


	•	the risks and costs to Trinity if the Merger is not completed, including the need to locate another suitable business combination or arrangement; and



	•	the restrictions on the conduct of Trinity’s business prior to completion of the Merger, which may delay or prevent Trinity from exploiting business opportunities that may arise pending completion of the Merger.

The foregoing discussion of the information and factors considered by Trinity’s Board of Directors is not intended to be exhaustive, but includes the material factors considered by it. In view of the variety of factors considered in connection with its evaluation of the Merger, Trinity’s Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given differing weights to different factors. After weighing all of the different factors, Trinity’s Board of Directors unanimously determined to recommend that Trinity stockholders vote “FOR” the approval of the Merger Agreement at the special meeting.

No consideration was given by Trinity’s Board to securing an opinion of an independent investment banker or other financial advisor to the effect that the Merger would be fair, from a financial point of view, to Trinity stockholders in view of the fact that the Trinity Board does not believe that the terms of the Merger give rise to any inherent conflict of interest between Trinity’s executive officers, directors and principal stockholders and non-affiliated stockholders. In this regard, Trinity’s Board took note of the fact that its current executive officers, directors and principal stockholders will receive no benefit from the Merger that would not otherwise be available to the Trinity stockholders as a whole. In addition, Trinity’s Board took note of the fact that no executive officers, directors or principal stockholders are to become salaried employees of FreeSeas subsequent to the consummation of the Merger and that the Merger could be effected only if approved by a vote of the majority in interest of all of Trinity’s non-affiliated stockholders.

FreeSeas. The FreeSeas Board of Directors has determined that the Merger is in the best interests of FreeSeas and its shareholders. Both the FreeSeas Board and its shareholders have unanimously approved the Merger Agreement and the transactions contemplated thereby.

In reaching its determination, FreeSeas’ Board of Directors considered a number of factors, including the following:


	•	the Merger would afford FreeSeas access to not less than $7,000,000 as a result of the merger, with the possibility to raise approximately an additional $18,000,000 through the exercise of the FreeSeas warrants issued to replace the Trinity warrants that would be used by FreeSeas for working capital and acquisition of additional vessels;


	•	publicly traded securities would afford FreeSeas’ management, after the consummation of the transaction, the opportunity to utilize FreeSeas’ authorized but unissued securities to attempt to acquire other compatible businesses; and


	•	this transaction substantially reduces the uncertainty attendant to FreeSeas’ own public offering of securities as compared to an underwritten initial public offering, and the possibility that any such offering might not be successfully consummated in view of then prevailing market conditions.

FreeSeas’ Board of Directors also considered potential risks relating to the Merger, including the following:



	•	the FreeSeas warrants issued to replace the Trinity warrants may not be exercised and therefore FreeSeas would not have access to approximately $18,000,000 from the exercise of the Trinity warrants, which could adversely affect FreeSeas’ business plan and growth strategy;



	•	factors beyond FreeSeas’ control, such as industry economic conditions, general economic conditions, terrorism or war, could have an adverse effect upon the market price of FreeSeas’ common stock after the Merger;


	•	the additional significant expense and responsibility of being a U.S. public company, including Sarbanes-Oxley Act compliance, corporate governance issues, SEC reporting requirements, and stock exchange listing requirements;

	•	the necessity of ongoing direct communication with the investment community, which is time consuming and may detract from executive time that would otherwise be devoted to business operations; and


	•	the risk that the Trinity Class B stockholders may not approve the Merger and FreeSeas would have incurred significant legal, accounting and other expenses in connection the proposed transaction.

After a complete review and analysis of the foregoing and other risks, FreeSeas’ Board of Directors unanimously concluded that the benefits of the Merger outweighed the risks involved.

FreeSeas’ Board of Directors considered the possibility of other alternatives, such as an institutional private placement or an underwritten public offering, before entering into this transaction, but FreeSeas’ management concluded that Trinity’s funds would provide it with the best opportunity on a short term basis to accelerate its growth through the purchase of additional vessels. The FreeSeas Board felt the most significant impediment to securing additional financing was its limited operating history and the need for additional equity to support other financing, despite the fact that the principals of FreeSeas had significant experience.

The FreeSeas Board consulted with Poseidon, which has provided financial advisory services to the maritime industry since 1998, in its evaluation of the various factors regarding the proposed transaction and the foregoing determination to proceed with the proposed transaction. FreeSeas and Poseidon entered into an agreement pursuant to which Poseidon agreed to seek to arrange a merger with Trinity on behalf of FreeSeas, and to attend meetings with FreeSeas and/or Trinity in connection with the Merger and to provide advice and consultation to FreeSeas relating to valuation, structure and other issues in connection with the transaction. As compensation for such services, FreeSeas agreed to pay Poseidon an aggregate of $600,000, payable $200,000 upon consummation of the Merger and $400,000 in 20 equal monthly installments beginning on consummation of the Merger. In addition, Poseidon agreed for a period of one year after the consummation of the Merger to render services and advice to FreeSeas relating to management, strategic planning, and additional debt or equity financings in the United States of America or overseas markets. As compensation for such services, FreeSeas agreed to pay Poseidon up to $400,000 at a rate equal to 5% of each $1,000,000 received by FreeSeas from the exercise of the FreeSeas warrants issued in connection with the Merger, as and when received by FreeSeas. The agreement also provides that Poseidon will not directly or indirectly participate in any warrant exercise solicitation that FreeSeas may do.

Interests of Certain Persons in the Merger

As contemplated by the Merger Agreement, each officer and member of Trinity’s Board will resign immediately prior to the effective time of the Merger. Mr. Burstein will, for a period of one year from the effective date of the Merger, serve as an observer to the FreeSeas Board. Immediately following the merger, the FreeSeas Board will consist of seven directors, four of whom shall be “independent.” Messrs. George Gourdomichalis, Efstathios Gourdomichalis and Ion Varouxakis, the current directors of FreeSeas and the beneficial shareholders of FreeSeas, will beneficially own collectively 4,500,000 outstanding shares of FreeSeas common stock or 71.6% of the issued and outstanding shares, giving them the ability to elect the entire Board of Directors of FreeSeas following the merger. The three independent directors of FreeSeas appointed to date, who take office upon the consummation of the Merger, do not own any shares of FreeSeas common stock or any right to acquire any of that stock. During 2004, Clarksons (Hellas) Ltd, the company of which Mr. Margaronis is a Managing Director, received a total of approximately $40,000 in fees associated with services provided to FreeSeas. FreeSeas anticipates that during 2005, Clarksons will receive approximately $80,000 in fees from FreeSeas. In 2004, FinShip, the company of which Mr. Nauta is a director, received approximately $45,000 in fees in connection with financing the acquisition of the M/V Free Envoy . There are presently no plans or agreements for Finship to provide additional services to FreeSeas. Mr. Germidis does not have any previous business relationship with FreeSeas. As part of the Merger, the current officers of FreeSeas will enter into employment agreements with FreeSeas.

As of April 25, 2005, Trinity’s officers and directors owned 663,002 shares of Trinity common stock and warrants to acquire Trinity common stock. See “The Parties to the Merger-Trinity Principal Stockholders.” The Merger Agreement provides that FreeSeas shall assume each outstanding Trinity warrant in accordance with the terms of the agreement under which it was issued and all rights with respect to Trinity Capital Stock under each Trinity warrant and option then outstanding shall be converted into and become warrants and options to acquire FreeSeas common stock. In addition, the FreeSeas Shareholders hold options and/or warrants to acquire 950,000 shares of FreeSeas common stock. See “The Parties to the Merger-FreeSeas Principal Shareholders.”

Material U.S. Federal Income Tax Consequences

Seward & Kissel LLP, as counsel to Trinity, has rendered an opinion to Trinity and FreeSeas to the effect that, with respect to Trinity and the Trinity stockholders, the merger will be a nontaxable reorganization for U.S. federal income tax purposes under Section 368(a) of the Code. As a consequence, neither Trinity nor the Trinity stockholders will recognize any gain or loss in the merger. This opinion is subject to the following qualifications and limitations:


	•	the Merger Agreement has been duly approved by the requisite stockholders of Trinity and the FreeSeas Shareholders;


	•	following the Merger, FreeSeas will continue in the same business as it conducted prior to the Merger;



	•	the Trinity stockholders will receive no consideration pursuant to the Merger other than FreeSeas shares and FreeSeas Exchange Securities;



	•	there is no plan or intention on the part of management of FreeSeas to make any cash distributions to its shareholders within the twelve (12) month period following the effective time of the Merger;



	•	after the Merger, the management of FreeSeas plans and intends to use all of the Trinity’s assets in furtherance of FreeSeas’ historic business (whether directly or through a member of FreeSeas’ “qualified group” as defined in Treasury Regulation § 1.368-1(d)(4)(ii));



	•	the Trinity stockholders will pay all of their own expenses in connection with the Merger;



	•	the Trinity liabilities to be assumed by FreeSeas by reason of the Merger have been incurred in the ordinary course of business of Trinity or incurred by Trinity solely and directly in connection with the Merger;



	•	there is no plan or intention on the part of the Trinity stockholders to (a) redeem, or (b) sell, exchange, transfer by gift, or otherwise dispose of, to persons related (as defined in Treasury Regulation §1.368-1(e)(3)) to FreeSeas, more than fifty percent (50%) of the FreeSeas shares received in the Merger;



	•	the aggregate value of the FreeSeas shares received by the Trinity stockholders will be equal to the amount of cash held by Trinity at the effective time of the Merger;



	•	the aggregate value of the FreeSeas Exchange Securities received by the Trinity stockholders will be equal to the aggregate value of the Trinity warrants and options outstanding at the effective time of the Merger;


	•	there are no pending or threatened claims or assessments that have been asserted by or against Trinity, other than any disclosed and reflected in the balance sheet or financial statements of Trinity; and


	•	there are no unasserted claims or assessments against Trinity that are probable of assertion.

Accounting Treatment

Regulatory Approvals

Trinity and FreeSeas do not expect that the Merger will be subject to any state or federal regulatory requirements. Should such state or federal regulatory requirements be applicable, Trinity and FreeSeas currently intend to comply with all such requirements. FreeSeas has agreed to register its common stock pursuant to the Exchange Act. In addition, as a condition to the effectiveness of the merger, Trinity and FreeSeas have agreed to use their respective reasonable best efforts to cause the listing (upon notice of issuance, as applicable), at or before the consummation of the Merger, on the NASDAQ SmallCap Market of the FreeSeas shares issued in the Merger, the FreeSeas Exchange Securities, the shares of FreeSeas underlying the FreeSeas Exchange Securities, the shares held by FreeSeas shareholders, the options and warrants issued to FreeSeas shareholders and the shares underlying those options and warrants.

THE MERGER AGREEMENT

The summary of the material terms of the Merger Agreement below and elsewhere in this joint proxy statement/ prospectus is qualified in its entirety by reference to the Merger Agreement, as amended by Amendment No. 1 to Agreement and Plan of Merger dated July 19, 2005, a copy of which is attached to this joint proxy statement/prospectus as Appendix A and which we incorporate by reference into this document. This summary may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety.

Structure and Effective Time of Merger

At the effective time of the Merger, Trinity will merge into FreeSeas, the separate corporate existence of Trinity will cease and FreeSeas will be the Surviving Corporation. The effective time of the Merger will occur as promptly as possible after the satisfaction or waiver of all conditions to closing in the Merger Agreement by filing a certificate of merger or similar document with the Secretary of State of the State of Delaware and the Registrar of Corporations of the Republic of the Marshall Islands. We will seek to complete the Merger in the third quarter of 2005. However, we cannot assure you when, or if, all the conditions to completion of the Merger will be satisfied or waived.

Merger Consideration

Pursuant to the Merger Agreement, each outstanding share of Trinity Capital Stock will be converted into the right to receive one share of FreeSeas common stock. The Merger Agreement also provides that each outstanding Trinity warrant and option and all rights with respect to Trinity Capital Stock under each Trinity warrant and option then outstanding will be converted into the corresponding FreeSeas Exchange Securities. The corresponding FreeSeas Exchange Securities will contain the same terms, conditions and restrictions that were applicable to the Trinity warrants and options. FreeSeas shareholders will continue to hold the FreeSeas shares they currently own.

Articles of Incorporation; By-laws

The Amended and Restated Articles of Incorporation and Amended and Restated By-laws of FreeSeas in effect immediately prior to the merger will be the articles of incorporation and by-laws of the Surviving Corporation.

Directors and Officers

The directors and officers of FreeSeas immediately prior to the Merger will remain as directors and officers of the Surviving Corporation. In addition, upon consummation of the Merger, four new independent directors will join FreeSeas’ Board, increasing the total number of directors to seven. All of these independent directors have been nominated and have agreed to serve as directors beginning on the effective date of the Merger.

Appraisal Rights

All shares of Trinity Capital Stock outstanding immediately prior to the Merger and held by any Trinity stockholder, including Class B stockholders, who shall not have voted in favor of the Merger or consented thereto in writing, and who have demanded properly, in writing, appraisal for such shares in accordance with the applicable provisions of the DGCL (collectively, the “Dissenting Shares”) will not be converted into or represent the right to receive FreeSeas shares. Such Trinity stockholders will be entitled to receive payment of the appraised value of the Dissenting Shares held by them in accordance with the applicable provisions of the DGCL, except that all Dissenting Shares held by Trinity stockholders who failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such shares of Trinity Capital Stock under the applicable provisions of the DGCL will thereupon be deemed to have converted into and to become exchangeable, as of the expiration of the statutory notice period following the consummation of the Merger, of the right to receive, without any interest thereon, the FreeSeas shares, upon surrender of the Trinity stock certificates that formerly evidenced such shares of Trinity Capital Stock.

Anti-Dilution Provisions

In the event FreeSeas changes (or establishes a record date for changing) the number of FreeSeas shares issued and outstanding prior to the effective time of the Merger as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares or similar transaction with respect to the outstanding FreeSeas shares and the record date therefor shall be prior to

the effective time of the Merger, the number of FreeSeas shares to be issued to Trinity stockholders will be proportionately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares or similar transaction.

Procedure for Receiving Merger Consideration

Exchange Agent. As of the effective time of the Merger, FreeSeas will deposit with a bank or trust company designated by FreeSeas and reasonably acceptable to Trinity (the “Exchange Agent”), for the benefit of the holders of shares of Trinity Capital Stock, warrants and options (the “Trinity Securities”), the FreeSeas shares, warrants and options (the “FreeSeas Securities”) issuable in exchange for outstanding Trinity Securities. At the time of such deposit, FreeSeas will irrevocably instruct the Exchange Agent to deliver the FreeSeas Securities to Trinity’s security holders after the effective time of the Merger.

Exchange Procedures. As soon as reasonably practicable after the effective time of the Merger, the Exchange Agent will mail to each Trinity Security holder of record, except those who had the right to demand and properly demanded their respective statutory appraisal rights, a letter of transmittal, with instructions for use in surrendering the Trinity Securities in exchange for the applicable FreeSeas Securities. Upon surrender of Trinity Securities for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Trinity Securities will be entitled to receive in exchange therefor the FreeSeas Securities and the Trinity Securities so surrendered will be canceled. In the event of a transfer of ownership of Trinity Securities that is not registered in the transfer records of Trinity, FreeSeas Securities may be issued in exchange therefor to a person other than the person in whose name the Trinity Security so surrendered is registered if such Trinity Security is properly endorsed or otherwise in proper form for transfer and the person requesting such issuance pays any transfer or other taxes required by reason of the issuance of FreeSeas Securities to a person other than the registered holder of such Trinity Security or establishes to the satisfaction of FreeSeas that such tax has been paid or is not applicable. Until surrendered, each Trinity Security will be deemed at any time after the effective time of the Merger to represent only the right to receive upon such surrender the FreeSeas Securities that the holder thereof has the right to receive.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to FreeSeas shares with a record date after the effective time of the Merger will be paid to the holder of any unsurrendered Trinity stock certificate with respect to FreeSeas shares represented thereby, if any, and all such dividends and other distributions will be paid by FreeSeas to the Exchange Agent, until the surrender of such stock certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such stock certificate there will be paid to the holder of whole FreeSeas shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the effective time of the Merger theretofore paid with respect to such whole FreeSeas shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole FreeSeas shares.

No Further Ownership Rights in Trinity Securities. All FreeSeas Securities issued will be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Trinity Securities formerly represented by such Trinity Securities. At the close of business on the day on which the effective time of the Merger occurs, the stock transfer books of Trinity will be closed, and there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Trinity Securities that were outstanding immediately prior to the effective time of the Merger. If, after the effective time of the Merger, Trinity Securities are presented to the Surviving Corporation or the Exchange Agent for transfer or any other reason, they will be canceled and exchanged.

Fractional Shares. No fractional shares of FreeSeas common stock will be issued in the merger. The number of FreeSeas shares that would include a fractional share of FreeSeas common stock to be issued

to the holder of a stock certificate previously evidencing Trinity Capital Stock will be rounded up to the next highest whole number of shares of FreeSeas common stock.

Termination of Exchange of FreeSeas Securities. Any portion of the FreeSeas Securities that remain undistributed to the holders of the Trinity Securities for six months after the effective time of the Merger will, upon demand by FreeSeas, be delivered to FreeSeas. Any holders of the Trinity Securities may thereafter look only to FreeSeas for the FreeSeas Securities.

No Liability. None of the Exchange Agent, the Surviving Corporation or any party to the Merger Agreement will be liable to a holder of FreeSeas shares or Trinity Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Lost, Stolen or Destroyed Trinity Securities. In the event any Trinity Securities have been lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Trinity Security, upon the making of an affidavit and indemnity of that fact by the holder thereof in a form that is reasonably acceptable to the Exchange Agent, the required number of FreeSeas Securities; provided, however, that FreeSeas may, in its reasonably commercial discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Trinity Securities to deliver a bond in such sum as it may reasonably direct against any claim that may be made against FreeSeas or the Exchange Agent with respect to the Trinity Securities alleged to have been lost, stolen or destroyed.

Representations and Warranties

In the Merger Agreement, the parties have made customary representations and warranties about themselves concerning various business, legal, financial, regulatory and other pertinent matters. These representations and warranties survive for a one year period following the Merger. Under certain circumstances, each of the parties may decline to complete the Merger if the inaccuracy of the other party’s representations and warranties has a material adverse effect on the other party.

Covenants


	*Conduct of Business Prior to Effective Time of the Merger*

Each of Trinity, the FreeSeas Shareholders and FreeSeas have agreed that, until the effective time of the Merger:


	•	each of Trinity and FreeSeas shall conduct its business in the ordinary and usual course of business and consistent with past practice;

	•	each of Trinity and FreeSeas shall not (i) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (ii) spin-off any assets or businesses, (iii) engage in any transaction for the purpose of effecting a recapitalization, or (iv) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing;

	•	each of Trinity and FreeSeas shall not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire, any shares of its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock or amend or modify the terms and conditions of any of the foregoing, provided, however, that it may issue shares upon exercise of outstanding options, warrants or stock purchase rights;


	•	each of Trinity and FreeSeas shall not (i) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock, other than as required by the governing terms of such securities, (ii) take or fail to take any action which action or failure to take action would cause it or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for tax purposes as a result of the consummation of the Merger, (iii) make any acquisition of any material assets (except in the ordinary course of business) or businesses,

(iv) sell any material assets (except in the ordinary course of business) or businesses, or (v) enter into any contract, agreement, commitment or arrangement to do any of the foregoing;

• each of Trinity and FreeSeas shall use reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by the Merger Agreement;

• each of Trinity and FreeSeas shall confer on a regular basis with one or more representatives of the other to report on material operational matters and the general status of ongoing operations; and

• each of Trinity and FreeSeas shall file with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to the Exchange Act.


	*No Solicitation of Transactions*

FreeSeas and the FreeSeas Shareholders have agreed that, prior to the effective time of the Merger or the termination or abandonment of the Merger Agreement, neither FreeSeas nor the FreeSeas Shareholders will, and will not give authorization or permission to any of FreeSeas’ directors, officers, employees, agents or representatives to, and each will use all reasonable efforts to see that such persons do not, directly or indirectly, solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing information), any merger, consolidation, other business combination involving FreeSeas or any of its subsidiaries, acquisition of all or any substantial portion of the assets or capital stock of FreeSeas or any of its subsidiaries or inquiries or proposals concerning or which may reasonably be expected to lead to any of the foregoing (a “FreeSeas Acquisition Transaction”) or negotiate, explore or otherwise knowingly communicate in any way with any third party (other than Trinity or its affiliates) with respect to any FreeSeas Acquisition Transaction or enter into any agreement, arrangement or understanding requiring FreeSeas or the FreeSeas Shareholders to abandon, terminate or fail to consummate the Merger or any other transaction expressly contemplated by the Merger Agreement, or contemplated to be a material part thereof. FreeSeas or the FreeSeas Shareholders have agreed to advise Trinity in writing of any bona fide inquiries or proposals relating to any FreeSeas Acquisition Transaction within one business day following receipt by FreeSeas or any of the FreeSeas Shareholders of any such inquiry or proposal.

Trinity has agreed that, prior to the effective time of the Merger or the termination or abandonment of the Merger Agreement, Trinity will not give authorization or permission to any of its directors, officers, employees, agents or representatives to, and each will use all reasonable efforts to see that such persons do not, directly or indirectly, solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing information), any merger, consolidation, other business combination involving Trinity, acquisition of all or any substantial portion of the assets or capital stock of Trinity, or inquiries or proposals which may reasonably be expected to lead to any of the foregoing (a “Trinity Acquisition Transaction”) or negotiate, explore or otherwise knowingly communicate in any way with any third party (other than the FreeSeas Shareholders) with respect to any Trinity Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction expressly contemplated by the Merger Agreement, or contemplated to be a material part thereof. Trinity has agreed to advise the FreeSeas Shareholders in writing of any bona fide inquiries or proposals relating to a Trinity Acquisition Transaction, within one business day following Trinity’s receipt of any such inquiry or proposal.


	*Access to Information*

Each of Trinity and FreeSeas has agreed to afford to the other and the other’s accountants, counsel, financial advisors and other representatives reasonable access during normal business hours throughout the period prior to the effective time of the Merger to all properties, books, contracts, commitments and records (including, but not limited to, tax returns) of it and, during such period, will furnish promptly

(a) a copy of each report, schedule and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws or filed by it during such period with the SEC in connection with the transactions contemplated by the Merger Agreement or which may have a material adverse effect on it and (b) such other information concerning its business, properties and personnel as the other reasonably requests. All non-public documents and information furnished to Trinity, FreeSeas or the FreeSeas Shareholders, as the case may be, in connection with the transactions contemplated by the Merger Agreement will be deemed to have been received, and will be held by the recipient, in confidence, except that Trinity and the FreeSeas Shareholders, as applicable, may disclose such information as may be required under applicable law or as may be necessary in connection with FreeSeas’ registration statement and this joint proxy statement/ prospectus.


	*FreeSeas Registration Statement*

FreeSeas has agreed to file with the SEC a registration statement (the “FreeSeas Registration Statement”) that includes this joint proxy statement/ prospectus. FreeSeas has agreed to use all reasonable best efforts to have the FreeSeas Registration Statement declared effective by the SEC as promptly as practicable. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the FreeSeas Registration Statement or this joint proxy statement/ prospectus may be made by FreeSeas, without providing Trinity a reasonable opportunity to review and comment thereon. FreeSeas has agreed to advise Trinity, promptly after it receives notice thereof, of the time when the FreeSeas Registration Statement has become effective or any supplement or amendment has been filed to the FreeSeas Registration Statement or this joint proxy statement/ prospectus, the issuance of any stop order, the suspension of the qualification of FreeSeas shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the FreeSeas Registration Statement, this joint proxy statement/ prospectus or comments thereon and responses thereto or requests by the SEC for additional information.

Trinity and FreeSeas also agreed to promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with the preparation and filing of the FreeSeas Registration Statement and this joint proxy statement/ prospectus and agreed to cooperate with one another and use their respective best efforts to facilitate the expeditious consummation of the transactions contemplated by the Merger Agreement.


	*SEC Filings by Trinity*

Trinity has agreed to file with the SEC any document required to be filed by it in connection with the Merger and the Trinity Class B stockholders’ approval.


	*Trinity Class B Stockholders’ Approval*

Trinity has agreed to use its reasonable best efforts to obtain Trinity Class B stockholder approval and adoption (including having less than 20% of Trinity Class B stockholders exercise their redemption rights) of the Merger Agreement and the transactions contemplated thereby following the date upon which the FreeSeas Registration Statement is declared effective by the SEC. Trinity agreed, through its Board of Directors, to recommend to the holders of Trinity Capital Stock approval of the Merger Agreement and the transactions contemplated by the Merger Agreement.


	*Exchange Act Listing/ Stock Exchange Listing*

FreeSeas has agreed to register its common stock pursuant to the Exchange Act. In addition, Trinity and FreeSeas have agreed to use their respective reasonable best efforts to cause the listing (upon notice of issuance, as applicable), at or before the consummation of the merger, on the NASDAQ SmallCap Market of the FreeSeas shares issued in the merger, the FreeSeas Exchange Securities, the shares of FreeSeas underlying the FreeSeas Exchange Securities, the shares held by FreeSeas shareholders, the

options and warrants issued to FreeSeas shareholders and the shares underlying those options and warrants (the “Exchange Act Listing”).


	*Trinity Warrants and Trinity Options*

At the effective time of the Merger, each then outstanding Trinity warrant and option and all rights with respect to Trinity Capital Stock under that Trinity warrant or option will be converted into the corresponding FreeSeas Exchange Securities. The corresponding FreeSeas Exchange Securities will contain the same terms, conditions and restrictions that were applicable to the Trinity warrants and options. Prior to the effective time of the Merger, FreeSeas has agreed to take all necessary actions, including the reservation and listing of a number of FreeSeas shares at least equal to the number of FreeSeas shares subject to the FreeSeas Exchange Securities, for the issuance of such FreeSeas shares upon the exercise of the FreeSeas Exchange Securities.


	*Agreement to Cooperate*

Each of the parties has agreed to cooperate and use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Merger Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the merger.


	*Public Statements*

The parties have agreed to consult with each other prior to issuing any press release or any written public statement with respect to the Merger Agreement or the transactions contemplated thereby.


	*Corrections to the Proxy Statement and the FreeSeas Registration Statement*

Each of FreeSeas, the FreeSeas Shareholders and Trinity has agreed to correct promptly any information provided by it to be used specifically in this joint proxy statement/ prospectus and the FreeSeas Registration Statement that shall have become false or misleading in any material respect and agreed to take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to this joint proxy statement/ prospectus and the FreeSeas Registration Statement so as to correct the same and to cause appropriate dissemination thereof to the stockholders of Trinity, to the extent required by applicable law.


	*Post-Closing Board Observation Rights*

For a period of one (1) year following the Merger, the current Trinity directors have the right to send a representative to observe each meeting of the Board of Directors of FreeSeas. Absent his illness or unavailability, Mr. Lawrence Burstein will be the designated representative for such purpose. During such period, FreeSeas will provide such representative with written notice of each such meeting sufficiently in advance thereof to permit attendance thereat, and an agenda and minutes thereof. FreeSeas has agreed to reimburse such representative for his reasonable out-of-pocket expenses incurred in connection with his attendance at each such meeting, including, but not limited to, the cost of transportation, lodging and food.


	*Employment Agreements*

Each of George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis has agreed to enter into employment agreements with FreeSeas on terms reasonably satisfactory to Trinity.


	*Assignment by FreeSeas Shareholders*

The shareholders of FreeSeas when the Merger Agreement was executed were V Capital and G. Bros, both Marshall Island corporations. Ion G. Varouxakis is the sole shareholder of V Capital, and George D. Gourdomichalis and Efstathios D. Gourdomichalis are the only shareholders of G. Bros. The parties have agreed that V Capital and G. Bros may transfer and assign all but not less than all of their shares in FreeSeas each to another company prior to the filing of the FreeSeas Registration Statement, provided that with respect to any such company (a) one or more of George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis are the sole registered and beneficial shareholders of such company and (b) at least ten (10) days’ prior written notice shall have been given to Trinity. In the case of any such permitted transfer and assignment, the transferee or assignee will execute a counterpart signature page to the Merger Agreement, will be a FreeSeas Shareholder for all purposes of the Merger Agreement, will be deemed to have made all of the representations, warranties and covenants of an FreeSeas Shareholder under the Merger Agreement and will have all the rights and obligations of an FreeSeas Shareholder under the Merger Agreement.

V Capital and G. Bros subsequent to execution of the Merger Agreement transferred and assigned all of their shares in FreeSeas to the following companies, all of which are incorporated in the Republic of the Marshall Islands: Alastor Investments S.A., The Mida’s Touch S.A. and N.Y. Holdings S.A. See “The Parties to the Merger-FreeSeas Principal Shareholders.” These companies have each executed an instrument of joinder to the Merger Agreement.

Conditions to the Merger


	*Conditions to Each Party’s Obligations to Effect the Merger*

The respective obligation of each party to effect the Merger is subject to the fulfillment of the following conditions:


	•	Trinity shall have obtained approval of its Class B stockholders;

	•	The FreeSeas Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order;

	•	The FreeSeas shares issuable to Trinity’s stockholders, the FreeSeas shares issued to the FreeSeas Shareholders, the FreeSeas Exchange Securities and the stock issuable upon exercise thereof shall have been approved for the Stock Exchange Listing and the Exchange Act Listing, subject to any notice of issuance or similar requirement;


	•	No preliminary or permanent injunction or other order or decree by any governmental authority which prevents or materially burdens the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted);



	•	No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any governmental authority, which would prevent or materially burden the consummation of the Merger; and



	•	All consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the effective time of the Merger without any material limitations or conditions.


	*Conditions to Obligations of FreeSeas and the FreeSeas Shareholders to Effect the Merger*

Unless waived by the FreeSeas Shareholders, the obligation of the FreeSeas Shareholders to effect the Merger is also subject to the following additional conditions:


	•	Trinity shall have performed in all material respects its agreements contained in the Merger Agreement required to be performed on or prior to the closing date and the representations and

warranties of Trinity contained in the Merger Agreement shall be true and correct in all material respects (except for those representations and warranties which are themselves limited by a reference to materiality, which shall be true and correct in all respects other than as modified) on and as of (i) the date made and (ii) the closing date (in each case except in the case of representations and warranties expressly made solely with reference to a particular date, which shall be true and correct in all material respects as of such date) and FreeSeas and the FreeSeas Shareholders shall have received a certificate of the President of Trinity to that effect;

• FreeSeas shall have received an opinion from Seward & Kissel LLP, counsel to Trinity, in form and substance reasonably satisfactory to FreeSeas and its counsel, which shall include, among other things, an opinion that there will not be any recognition of gain to Trinity or Trinity stockholders upon consummation of the Merger;

• FreeSeas shall have received a “comfort” letter from J.H. Cohn LLP, independent public accountants for Trinity, with respect to certain financial statements of Trinity and other related financial information included in this joint proxy statement/ prospectus in customary form;

• Since the date of the Merger Agreement, there shall not have been any material adverse effect with respect to Trinity, the likelihood of which was not previously disclosed to FreeSeas and the FreeSeas Shareholders by Trinity or contemplated by the Merger Agreement and Trinity shall have engaged in no business activity since the date of its incorporation other than conducting a public offering of its securities and, thereafter, seeking to effect a merger or similar business combination with an operating business;

• FreeSeas shall have received a certificate from the corporate Secretary of Trinity, together with a certified copy of the resolutions duly authorized by Trinity’s Board of Directors authorizing the merger and, if applicable, the transactions contemplated by the Merger Agreement;

• FreeSeas shall have received a certificate of good standing for Trinity from the Secretary of State of the State of Delaware dated as of a date that is within five days of the closing date;

• Trinity shall have furnished to the FreeSeas Shareholders such additional certificates and other customary closing documents as FreeSeas and the FreeSeas Shareholders may have reasonably requested;

• At the effective time of the Merger, Trinity shall have approximately $7,400,000 but not less than $7,000,000 in cash or cash equivalents after giving effect to (a) the payment or accrual on or prior to the effective time of the merger of all expenses incurred by Trinity, including, but not limited to, the fees and expenses of Trinity’s attorneys, accountants and investment bankers (including HCFP), and (b) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity stockholders who exercise their statutory appraisal rights, in connection with the transactions contemplated by the Merger Agreement;

• At closing, the Trinity capitalization shall be unchanged from that set forth in the Merger Agreement (other than to reflect issuances, if any, of Trinity common stock upon exercises prior to the effective time of the Merger of Trinity’s warrants);

• FreeSeas and the FreeSeas Shareholders shall have received a lock-up letter agreement signed by each officer and director of Trinity, in form and substance satisfactory to FreeSeas, the FreeSeas Shareholders and Trinity (“Lock-Up Agreements”);

• FreeSeas and the FreeSeas Shareholders shall have received written resignations from each of Trinity’s directors and officers and which resignations, by their respective terms, shall become effective immediately prior to the effective time of the Merger;

• Trinity shall have conducted the operation of its business in material compliance with all applicable laws and all approvals required of Trinity under applicable law to enable Trinity to perform its obligations under the Merger Agreement shall have been obtained; and


	•	All corporate proceedings of Trinity in connection with the Merger and the other transactions contemplated by the Merger Agreement and all agreements, instruments, certificates, and other documents delivered to the FreeSeas Shareholders by or on behalf of Trinity pursuant to the Merger Agreement shall be reasonably satisfactory to FreeSeas and the FreeSeas Shareholders and their counsel.


	*Conditions to Obligations of Trinity to Effect the Merger*

Unless waived by Trinity, the obligations of Trinity to effect the Merger shall also be subject to the fulfillment of the additional following conditions:


	•	FreeSeas and the FreeSeas Shareholders shall have performed in all material respects their agreements contained in the Merger Agreement required to be performed on or prior to the closing date and the representations and warranties of FreeSeas and the FreeSeas Shareholders contained in the Merger Agreement shall be true and correct in all material respects (except for those representations and warranties which are themselves limited by a reference to materiality, which shall be true and correct in all respects, other than as modified) on and as of (i) the date made and (ii) the closing date (in each case except in the case of representations and warranties expressly made solely with reference to a particular date which shall be true and correct in all material respects as of such date) and Trinity shall have received a Certificate of each of the FreeSeas Shareholders and of the President of FreeSeas to that effect;

	•	Trinity shall have received an opinion from Broad and Cassel, counsel to FreeSeas, in form and substance reasonably satisfactory to Trinity and its counsel;


	•	Trinity shall have received a “comfort” letter from PricewaterhouseCoopers S.A., independent certified public accountants for FreeSeas, with respect to certain financial statements of FreeSeas and other related financial information included in this joint proxy statement/ prospectus in customary form;


	•	Trinity shall have received:



	(1) A Certificate of Ownership and Encumbrance issued by the Office of the Maritime Administrator, Republic of the Marshall Islands, dated not more than five business days prior to the closing, confirming that Adventure Two S.A. is the owner of the Free Destiny free and clear of any lien other than as disclosed in the Merger Agreement;



	(2) A Certificate of Ownership and Encumbrance issued by the Office of the Maritime Administrator, Republic of the Marshall Islands, dated not more than five business days prior to the closing, confirming that Adventure Three S.A. is the owner of the Free Envoy free and clear of any lien other than as disclosed in the Merger Agreement;



	(3) A Certificate of Ownership and Encumbrance issued by the Office of the Maritime Administrator, Republic of the Marshall Islands, dated not more than five business days prior to the closing, confirming that Adventure Four S.A. is the owner of the Free Fighter free and clear of any lien other than as disclosed in the Merger Agreement;



	(4) A certificate by Lloyd’s Register of Shipping dated not more than ten business days prior to the closing, to the effect that the Free Destiny is in class without overdue recommendation;



	(5) A certificate by the Korean Register of Shipping dated not more than ten business days prior to the closing, to the effect that the Free Envoy is in class without overdue recommendation;



	(6) A certificate by Lloyd’s Register of Shipping dated not more than ten business days prior to the closing, to the effect that the Free Fighter is in class without overdue recommendation; and



	(7) Facsimile advice, dated the closing date, from one or more protection and indemnity insurance clubs to the effect that each of FreeSeas’ vessels is or are entered therein, as applicable, as of that date.


	•	At closing, FreeSeas’ capitalization shall be unchanged from that set forth in the Merger Agreement;


	•	Trinity shall have received a certificate of the corporate Secretary of FreeSeas together with a certified copy of the resolutions duly authorized by the Board of Directors and FreeSeas Shareholders authorizing the Merger and the transactions contemplated by the Merger Agreement;


	•	Trinity shall have received a certificate of good standing for FreeSeas from the Registrar of Corporations of the Republic of the Marshall Islands dated as of a date that is within five days of the closing date;

	•	FreeSeas and the FreeSeas Shareholders shall have furnished to Trinity such additional certificates and other customary closing documents as Trinity may have reasonably requested;

	•	Since the date of the Merger Agreement there shall not have been any material adverse effect with respect to FreeSeas, the likelihood of which was not previously disclosed to Trinity by FreeSeas and the FreeSeas Shareholders;

	•	Trinity shall have received Lock-Up Agreements from each FreeSeas Shareholder;

	•	Each of George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis shall have executed employment agreements with FreeSeas;


	•	FreeSeas, the shareholders of FreeSeas, Adventure Two S.A and Adventure Three S.A. shall have each amended their respective Articles of Incorporation and By-laws on terms reasonably satisfactory to Trinity, including, but not limited to, removing any ability of such company to issue bearer shares, and such documents shall be in full force and effect;


	•	FreeSeas shall be the sole registered and beneficial shareholder of Adventure Two S.A. and Adventure Three S.A.;


	•	Alastor Investments, S.A., The Mida’s Touch, S.A., and N.Y. Holdings S.A. (or their permitted transferees or assignees under the Merger Agreement) shall be the sole registered and beneficial shareholders of FreeSeas;



	•	One or more of George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis shall be the sole registered and beneficial shareholders of Alastor Investments, S.A., The Mida’s Touch, S.A., and N.Y. Holdings S.A. (or their permitted transferees or assignees under the Merger Agreement); and


	•	All corporate proceedings of FreeSeas and the FreeSeas Shareholders in connection with the merger and the other transactions contemplated by the Merger Agreement and all agreements, instruments, certificates and other documents delivered to Trinity by or on behalf of FreeSeas and the FreeSeas Shareholders pursuant to the Merger Agreement shall be in substantially the form called for under the Merger Agreement or otherwise reasonably satisfactory to Trinity and its counsel.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the closing date:


	•	by mutual consent in writing of Trinity and the FreeSeas Shareholders;

	•	unilaterally upon written notice by Trinity to the FreeSeas Shareholders upon the occurrence of a material adverse effect with respect to FreeSeas, the likelihood of which was not previously disclosed to Trinity in writing by the FreeSeas Shareholders prior to the date of the Merger Agreement;


	•	unilaterally upon written notice by the FreeSeas Shareholders to Trinity upon the occurrence of a material adverse effect with respect to Trinity, the likelihood of which was not previously disclosed to the FreeSeas Shareholders in writing by Trinity prior to the date of the Merger Agreement;

	•	unilaterally upon written notice by Trinity to the FreeSeas Shareholders in the event a material breach of any material representation or warranty of FreeSeas or the FreeSeas Shareholders contained in the Merger Agreement (unless such breach shall have been cured within ten days after the giving of such notice by Trinity), or the willful failure of FreeSeas or the FreeSeas Shareholders to comply with or satisfy any material covenant or condition of FreeSeas or the FreeSeas Shareholders contained in the Merger Agreement;

	•	unilaterally upon written notice by the FreeSeas Shareholders to Trinity in the event of a material breach of any material representation or warranty of Trinity contained in the Merger Agreement (unless such breach shall have been cured by Trinity within ten days after the giving of such notice by the FreeSeas Shareholders), or Trinity’s willful failure to comply with or satisfy any material covenant or condition of Trinity contained in the Merger Agreement, or if Trinity fails to obtain the approval of its Class B stockholders; or


	•	unilaterally upon written notice by either Trinity or the FreeSeas Shareholders to the other if the merger is not consummated for any reason by the close of business on September 30, 2005.

Effect of Termination

In the event of termination of the Merger Agreement by either Trinity or the FreeSeas Shareholders, the Merger Agreement shall forthwith become void and there shall be no further obligation on the part of either FreeSeas and the FreeSeas Shareholders or Trinity (except with respect to confidential information and payment of expenses, which shall survive such termination). No party shall be relieved from liability for any breach of the Merger Agreement.

Expenses

Whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereunder shall be paid by the party incurring such costs and expenses, except as otherwise specifically provided for in the Merger Agreement.

Indemnification

FreeSeas and each FreeSeas Shareholder agreed to indemnify and hold harmless Trinity and the Trinity stockholders (in the aggregate, in proportion to each such Trinity stockholder’s ownership of the capital stock of FreeSeas, on a fully diluted basis) and each of their affiliates and their respective fiduciaries, directors, officers, controlling persons, representatives and agents against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses and costs of investigation) (a “Loss”) arising, directly or indirectly, out of or in connection with (i) any breach of any representation or warranty of FreeSeas or the FreeSeas Shareholders contained in the Merger Agreement, or (ii) any breach of any covenant or agreement of FreeSeas or the FreeSeas Shareholders contained in the Merger Agreement.

Trinity agreed to indemnify and hold harmless FreeSeas and the FreeSeas Shareholders (in the aggregate, in proportion to each such FreeSeas Shareholder’s ownership of the capital stock of FreeSeas, on a fully diluted basis) and each of their affiliates and their respective fiduciaries, directors, officers, controlling persons, representatives and agents against and hold them harmless from any Loss arising, directly or indirectly, out of or in connection with (i) any breach of any representation or warranty of Trinity contained in the Merger Agreement, or (ii) any breach of any covenant or agreement of Trinity contained in the Merger Agreement.

INDUSTRY

Drybulk shipping refers to the transport of certain commodities by sea between various ports. These commodities are often divided into two categories – major bulks and minor bulks. Major bulks include items such as coal, iron ore and grains, while minor bulks include items such as aluminum, phosphate rock, fertilizer raw materials, agricultural and mineral cargo, cement, forest products and some steel products, including scrap.

There are four main classes of bulk carriers — Handysize, Handymax, Panamax and Capesize. These classes represent the sizes of the vessel carrying the cargo in terms of deadweight ton (“dwt”) capacity, which is defined as the total weight including cargo that the vessel can carry when loaded to a defined load line on the vessel. Handysize vessels are the smallest of the four categories and include those vessels weighing up to 30,000 dwt. Handymax carriers are those vessels that weigh between 30,000 and 55,000 dwt, while Panamax vessels are those ranging from 55,000 dwt to 80,000 dwt. Vessels over 80,000 dwt are called Capesize vessels.

Drybulk carriers are ordinarily chartered either through a voyage charter or a time charter or under a longer term contract of affreightment. Under a voyage charter, the owner agrees to provide a vessel for the transport of cargo between specific ports in return for the payment of an agreed freight rate per ton of cargo or an agreed dollar lump sum amount. Voyage costs, such as canal and port charges and bunker expenses, are the responsibility of the owner. Under a time charter, the ship owner places the vessel at the disposal of a charterer for a given period of time in return for a specified rate (either hire per day or a specified rate per dwt capacity per month) with the voyage costs being the responsibility of the charterer. In both voyage charters and time charters, operating costs (such as repairs and maintenance, crew wages and insurance premiums) are the responsibility of the ship owner. The duration of time charters varies, depending on the evaluation of market trends by the ship owner and by charterers. Occasionally, drybulk vessels are chartered on a bareboat basis. Under a bareboat charter, operations of the vessels and all operating costs are the responsibility of the charterer, while the owner only pays the financing costs of the vessel. A contract of affreightment (“COA”) is another type of charter relationship where a charterer and a ship owner enter into a written agreement pursuant to which identified cargo will be carried over a specified period of time. COA’s benefit charterers by providing them with fixed transport costs for a commodity over an identified period of time. COA’s benefit ship owners by offering ascertainable revenue over that same period of time and eliminating the uncertainty that would otherwise be caused by the volatility of the charter market.

THE PARTIES TO THE MERGER

Trinity


	*General*

Trinity is a blank check corporation organized under the laws of the State of Delaware on April 14, 2004. Trinity was formed to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business. On July 29, 2004, Trinity effected an initial public offering of its securities which closed on August 4, 2004, pursuant to which it issued 143,750 Series A Units and 747,500 Series B Units, including 18,750 Series A Units and 97,500 Series B Units issued upon exercise of the underwriters’ over-allotment option. Each Series A Unit consists of two shares of Trinity common stock, five Class W Warrants and five Class Z Warrants and each Series B Unit consists of two shares of Trinity Class B common stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of Trinity common stock at a price of $5.00. To date, Trinity has engaged in no activities other than activities incident to its formation, general and administrative activities and activities related to the merger.


	*Property*

Trinity maintains its executive offices at 245 Fifth Avenue, Suite 1600, New York, New York 10016 and its telephone number is (212) 696-4282. The cost for this space is included in the $4,000 per-month

fee Unity Venture Capital Associates (“Unity”), an affiliate of Lawrence Burstein, charges Trinity for office and secretarial services pursuant to a letter agreement between Trinity and Unity. Trinity believes, based on rents and fees for similar services in the New York metropolitan area, that the fee charged by Unity is at least as favorable as Trinity could have obtained from an unaffiliated person.


	*Employees*

Lawrence Burstein, Trinity’s President and Treasurer, and James Scibelli, Trinity’s Chairman and Secretary, are Trinity’s only executive officers. These individuals are not obligated to contribute any specific number of hours per week and they devote only as much time as they deem necessary to Trinity’s affairs. Trinity does not have any full time employees.


	*Competition*

In identifying, evaluating and selecting a target business, Trinity encounters competition from other entities having similar business objectives. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than Trinity and Trinity’s financial resources may be relatively limited when compared with those of many of these competitors. While Trinity believes there are numerous potential target businesses that it could acquire, its ability to compete in acquiring certain sizable target businesses is limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further:


	•	Trinity’s obligation to seek Class B stockholder approval of a business combination may delay the completion of a transaction;

	•	Trinity’s obligation to convert into cash shares of Class B common stock held by its Class B stockholders in certain instances may reduce the resources available to Trinity for a business combination; and

	•	Trinity’s outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Any of these obligations may place Trinity at a competitive disadvantage in successfully negotiating a business combination. Trinity’s management believes, however, that its status as a public entity and potential access to the United States of America public equity markets may give it a competitive advantage over privately-held entities having a similar business objective as Trinity in acquiring a target business with significant growth potential on favorable terms.


	*Legal Proceedings*

Trinity is not currently a party to any litigation, and is not aware of any threatened litigation that would have a material adverse effect on its business.


	*Management*

Trinity’s current directors and executive officers are as follows:


Name	Age		Position

Lawrence Burstein		62	President, Treasurer and Director
James Scibelli		55	Chairman and Secretary
David Buckel		43	Director
Theodore Kesten		48	Director

Lawrence Burstein has served as Trinity’s President, Treasurer and a member of its Board of Directors since Trinity’s inception. Since March 1996, Mr. Burstein has been president and a principal stockholder of Unity, a private investment company. For approximately ten years prior to 1996, Mr. Burstein was the

president, a director and principal stockholder of Trinity Capital Corporation, a private investment company. Trinity Capital Corporation ceased operations upon the formation of Unity in 1996. Mr. Burstein is also a director of THQ, Inc., a Nasdaq National Market-listed developer and publisher of interactive entertainment software for the major hardware platforms in the home video industry; CAS Medical Systems, Inc., an OTC Bulletin Board-listed company which manufactures and markets blood pressure monitors and other disposable products principally for the neonatal market; Medical Nutrition USA, Inc., an OTC Bulletin Board-listed company which principally manufactures and distributes nutritional products for the elder care market; I.D. Systems, Inc., a Nasdaq National Market-listed company, which designs, develops and produces a wireless monitoring and tracking system which uses radio frequency technology; and Traffix, Inc., a Nasdaq National Market-listed marketing company that develops and operates internet-based marketing programs as well as direct marketing programs. Mr. Burstein received a Bachelor of Arts degree from the University of Wisconsin and Bachelor of Laws degree from Columbia Law School.

James Scibelli has served as Trinity’s Chairman of the Board and Secretary since Trinity’s inception. Since March 1986, Mr. Scibelli has served as president of Roberts & Green, Inc., a New York financial consulting firm offering a variety of financial and investment consulting services. Mr. Scibelli is also a member of RG Securities LLC, a licensed broker-dealer in New York, and since August 1998, has served as president of Luxury Limousine and Transportation. From 1993 through August 2004, Mr. Scibelli was a director of Acclaim Entertainment, Inc., a Nasdaq SmallCap Market-listed company that develops and markets interactive entertainment software. Acclaim Entertainment filed a voluntary petition under Chapter 7 of the Federal Bankruptcy Code on September 1, 2004.

David Buckel has served as a member of Trinity’s Board of Directors since Trinity’s inception. From July 2003 until May 2004, Mr. Buckel served as financial vice president of Internap Network Services Corporation, an American Stock Exchange-listed company that provides managed internet connectivity solutions, and has served as its chief financial officer since May 2004. Mr. Buckel was senior manager and president of AJC Finance & Marketing Group, a management and financial consulting firm, from November 2002 to June 2003; senior vice president and chief financial officer of Interland, Inc., a Nasdaq National Market-listed company that provides online solutions for small-and-medium-sized businesses, from March 2001 to November 2002; senior vice president and chief financial officer of AppliedTheory Corporation, a provider of Internet business solutions, from 1995 to 2001; and corporate controller of Suit-Kote Corporation, a manufacturer of road materials, from 1987 to 1995. AppliedTheory filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code on April 17, 2002. Mr. Buckel had no affiliation with AppliedTheory at the time of its Chapter 11 filing. A Certified Management Accountant, Mr. Buckel received a Master of Business Administration degree from Syracuse University and a Bachelor of Science degree in Accounting from Canisius College.

Theodore Kesten has served as a member of Trinity’s Board of Directors since Trinity’s inception. Since 1998, he has been chairman and chief executive officer of Belmay, Inc., a global designer and manufacturer of fragrances and flavors. He has been employed by Belmay since 1988 in positions of increasing responsibility including chief financial officer, chief operating officer and president. Mr. Kesten received a Bachelor of Arts degree from Emory University and a Master of Business Administration degree from New York University.

Trinity’s Board of Directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Theodore Kesten, will expire at Trinity’s first annual meeting of stockholders. The term of office of the second class of directors, consisting of David Buckel, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Lawrence Burstein and James Scibelli, will expire at the third annual meeting.

Trinity does not have an audit committee of its Board of Directors nor does it have an audit committee financial expert, because Trinity does not believe the nature of its business is such that an audit committee or audit committee financial expert would be useful or necessary. Furthermore, Trinity’s equity

securities are not listed on an exchange or automated quotation system that requires its listed companies to appoint an audit committee.

Trinity has not adopted a Code of Ethics that applies to its principal executive officer or principal financial officer, or persons performing similar functions, primarily because Trinity does not have any operations.


	*Executive Compensation*

No executive officer of Trinity has received any cash compensation for services rendered. Trinity pays Unity, an affiliate of Lawrence Burstein, a fee of $4,000 monthly for providing Trinity with office space and certain office and secretarial services. However, this arrangement is solely for Trinity’s benefit and is not intended to provide Mr. Burstein compensation in lieu of a salary. Other than this $4,000 monthly fee, no compensation of any kind, including finder’s and consulting fees, are paid to any of Trinity’s officers and directors, or any of their respective affiliates, for services rendered to Trinity. However, Trinity’s officers and directors are reimbursed for out-of-pocket expenses incurred in connection with activities on Trinity’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there is no review of the reasonableness of the expenses by anyone other than Trinity’s Board of Directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Because none of Trinity’s directors are deemed “independent,” Trinity does not have the benefit of independent directors examining the propriety of expenses incurred on its behalf and subject to reimbursement.


	*Trinity Principal Stockholders*

The following table sets forth information as of June 30, 2005, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Trinity common stock or Class B common stock by (i) each person known by Trinity to be the owner of more than 5% of outstanding shares of common stock or Class B common stock, (ii) each director and (iii) all officers and directors as a group. Except as indicated in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all shares of common stock and Class B common stock shown as beneficially owned by them.


	Common Stock(1)				Class B Common Stock(1)

					Number of
	Number of				Shares of
	Shares of				Class B
	Common Stock				Common Stock
	Beneficially		Ownership		Beneficially		Ownership
Name and Address of Beneficial Owner	Owned		Percentage		Owned		Percentage

Edward S. Gutman(2)		—		—		146,700		9.8	%
Jack Silver(3)		48,000		16.7		100,000		6.7	%
Ramapo Trust(4)		—		—		90,000		6.0	%
Lawrence Burstein(5)		16,050		5.6		—		—
James Scibelli		50		*		—		—
David Buckel		—		—		—		—
Theodore Kesten		—		—		—		—
All directors and executive officers as a group (4 persons)		16,100		5.6		—		—


*	Represents beneficial ownership of less than 1%.

(1)	Does not include shares of common stock issuable upon exercise of Class W Warrants and Class Z Warrants which are beneficially owned by each of the persons named in the above table but which are not exercisable until the later of (i) July 29, 2005 or (ii) the earlier of (a) the consummation by

Trinity of a business combination or (b) the distribution of Trinity’s trust fund to its Class B stockholders.

(2) Based on information contained in a Schedule 13G filed by Edward S. Gutman in March 2005, Mr. Gutman has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 146,700 shares of Trinity Class B common stock. Such Schedule 13G states that 21,000 of such shares are held by the Gutman Family Foundation, of which Mr. Gutman is the President.

(3) Based on information contained in two Schedule 13G’s filed by Jack Silver in February 2005, Mr. Silver has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 48,000 shares of common stock and 100,000 shares of Trinity Class B common stock. Such Schedule 13G states that all of such shares are held by the Sherleigh Associates Profit Sharing Plan, a trust of which Mr. Silver is the trustee.

(4) Based on information contained in a Schedule 13G filed by Ramapo Trust in October 2004, Ramapo Trust has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 45,000 Series B Units, which consists of 90,000 shares of Class B common stock, Class W Warrants to purchase 45,000 shares of common stock and Class Z Warrants to purchase 45,000 shares of common stock.

(5) Includes 3,000 shares of common stock owned by the wife of Mr. Burstein and 1,000 shares of common stock owned by the daughter of Mr. Burstein, of which shares Mr. Burstein disclaims beneficial ownership.


	*Certain Related Transactions of Trinity*

Prior to Trinity’s initial public offering, Trinity issued 100 shares of common stock for $500 in cash, or a purchase price of $5.00 per share. Trinity also issued 362,500 Class W Warrants and 362,500 Class Z Warrants for $36,250 in cash, at a purchase price of $0.05 per warrant. These securities were issued to the individuals set forth below, as follows:


	Number of		Number of			Number of
	Shares of		Class W			Class Z
Name	Common Stock		Warrants			Warrants

Lawrence Burstein		12,050		132,957	⁽¹⁾		132,957	⁽¹⁾
James Scibelli		50		170,000			170,000
David Buckel		—		11,250			11,250
Theodore Kesten		—		11,250			11,250


(1)	Includes 7,501 Class W Warrants and 7,501 Class Z Warrants held by Mr. Burstein’s affiliate, Unity.

Trinity pays Unity a monthly fee of $4,000 for office and secretarial services, including the use of office space in premises occupied by Unity. Mr. Burstein is the president and a principal stockholder of Unity and as a result, benefits from the transaction to the extent of his interest in Unity. However, this arrangement is solely for Trinity’s benefit and is not intended to provide Mr. Burstein compensation in lieu of a salary. Trinity believes, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged by Unity is at least as favorable as Trinity could have obtained from an unaffiliated person. However, as Trinity’s directors may not be deemed “independent,” Trinity did not have the benefit of disinterested directors approving this transaction.

Trinity reimburses its officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on Trinity’s behalf, such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of

accountable out-of-pocket expenses reimbursable by Trinity, which will be reviewed only by Trinity’s Board or a court of competent jurisdiction if such reimbursement is challenged.

Other than the $4,000 per-month administrative fee and reimbursable out-of-pocket expenses payable to Trinity’s officers and directors, no compensation or fees of any kind, including finders and consulting fees, are paid to any of Trinity’s officers or directors, or to any of their respective affiliates for services rendered to Trinity.

In connection with Trinity’s IPO, HCFP Brenner Securities LLC (“HCFP”) was engaged to act as Trinity’s non exclusive investment banker in connection with its business combination and be paid a fee in connection therewith of $300,000. At Trinity’s request HCFP has agreed to substantially reduce its compensation and will now be paid a cash fee of $75,000, and receive 7,500 shares of common stock and five-year warrants to purchase 15,000 shares of common stock at $5.00 per share, at closing of the business combination for assisting Trinity in structuring and negotiating the terms of the transaction.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Trinity’s financial statements and footnotes thereto contained in this joint proxy statement/prospectus.

Quarter Ended March 31, 2005


	Recent Events

On March 24, 2005, Trinity executed a definitive agreement for its merger with FreeSeas Inc. (“FreeSeas”), formerly known as Adventure Holdings, S.A. (the “Transaction”). FreeSeas, through wholly-owned subsidiaries, owns and operates three bulk carriers, the M/ V Free Destiny the M/ V Free Envoy and the M/ V Free Fighter . In June 2005, FreeSeas, through Adventure Four S.A., a newly formed wholly-owned subsidiary, acquired a Handymax drybulk carrier. The purchase price for the vessel was $11,025,000. FreeSeas financed $7,000,000 of the purchase price with an unaffiliated third-party lender. The individual beneficial owners of the FreeSeas shareholders lent FreeSeas $4,216,500 to pay the $4,025,000 balance of the purchase price and for working capital.

The definitive merger agreement for the Merger contemplates Trinity’s merger with and into FreeSeas, with Trinity’s current stockholders receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the Merger, Trinity’s stockholders will own approximately 28.4% of FreeSeas. In addition, the management of FreeSeas will receive options and warrants to acquire an additional 950,000 shares of FreeSeas’ common stock, exercisable at $5.00 per share over terms ranging from three to five years. The Merger is subject to, among other things, the filing of definitive proxy materials with the Securities and Exchange Commission and approval of the Merger by Trinity’s stockholders.


	General

Trinity was incorporated in April 2004 to serve as a vehicle to effect a business combination with an operating business. On August 4, 2004, Trinity completed its initial public offering of 143,750 Series A Units and 747,500 Series B Units, including 18,750 Series A Units and 97,500 Series B Units issued upon exercise of the underwriters’ over allotment option. Each Series A Unit consists of two shares of Trinity’s common stock, five Class W Warrants and five Class Z Warrants and each Series B Unit consists of two shares of Trinity’s Class B Common Stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of Trinity’s common stock at a price of $5.00.

For a description of the proceeds generated in the offering and a discussion of the use of such proceeds, see Liquidity and Capital Resources below and Notes 1 and 3 of the interim financial statements included elsewhere in this joint proxy statement/prospectus.


	Operations

Net loss for the three months ended March 31, 2005 consisted of interest income on the trust fund investment and cash and cash equivalents of $44,595, offset by operating expenses of $190,116 for transaction costs, $22,443 for professional fees, and $30,873 for other operating expenses, which includes $12,000 of expense related to a monthly administrative services agreement with an affiliate.


	Liquidity and Capital Resources

Trinity consummated its initial public offering on August 4, 2004. Gross proceeds from its initial public offering, including the full exercise of the underwriters’ over-allotment option, were $9,059,125. After deducting offering expenses of $973,472, net proceeds were $8,085,653. Of this amount, $7,549,750 was placed in a trust account and the remaining proceeds have been available to be used to provide for Trinity’s business, legal and accounting due diligence costs on prospective acquisitions and Trinity’s continuing general and administrative expenses. Trinity will use substantially all of the net proceeds of its initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that Trinity’s capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business. Trinity believes that it will have limited funds and may need to raise additional capital if the Merger is not consummated.

Year Ended December 31, 2004


	Recent Events

On March 28, 2005, Trinity announced it had executed a definitive agreement for the merger of Trinity and FreeSeas, the then owner and operator of two drybulk carriers, the M/ V Free Destiny and the M/ V Free Envoy. The merger is subject to, among other things, approval of the transaction by Trinity Class B stockholders. After giving effect to the merger, Trinity stockholders would own approximately 28.4% of FreeSeas.


	General

Trinity was incorporated in April 2004 to serve as a vehicle to effect a business combination with an operating business. On August 4, 2004, Trinity completed its initial public offering of 143,750 Series A Units and 747,500 Series B Units, including 18,750 Series A Units and 97,500 Series B Units issued upon exercise of the underwriters’ over-allotment option. Each Series A Unit consists of two shares of common stock, five Class W Warrants and five Class Z Warrants and each Series B Unit consists of two shares of Class B common stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of common stock at a price of $5.00.

For a description of the proceeds generated in the offering and a discussion of the use of such proceeds, see “Liquidity and Capital Resources” below and Notes 1 and 2 of the Trinity audited financial statements included elsewhere in this joint proxy statement/ prospectus.


	Operations

Net loss for the period from inception (April 14, 2004) to December 31, 2004 consisted of interest income on the trust fund investment of $50,335 and interest on cash and cash equivalents of $2,679, offset by operating expenses of $75,948 for professional fees, $15,911 for organization costs and $47,632 for other

operating expenses, which includes $20,000 of expense paid to Unity pursuant to an administrative services agreement.


	Liquidity and Capital Resources

Trinity consummated its initial public offering on August 4, 2004. Gross proceeds from the initial public offering, including the full exercise of the underwriters’ over-allotment option, were $9,059,125. Net proceeds were $8,085,653, after deducting offering expenses of $973,472, including $78,775 representing the underwriters’ non-accountable expense allowance of 1% of the gross proceeds and underwriting discounts of $634,139. Of this amount, $7,549,750 was placed in a trust account and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Trinity intends to use substantially all of the net proceeds from the offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that Trinity’s capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business. Trinity believes that it has sufficient available funds outside of the trust fund to operate through January 31, 2006, assuming that a business combination is not consummated during that time. Trinity does not believe it will need to raise additional funds in order to meet the expenditures required by its operations.

In April 2004, Trinity issued an aggregate of $46,000 of non-interest bearing, unsecured notes payable to Mr. Burstein, a stockholder, director and Trinity’s President and Treasurer and to James Scibelli, a stockholder and Trinity’s Chairman and Secretary. Such notes were repaid out of the proceeds of Trinity’s initial public offering on August 4, 2004 and retired.


	Off-Balance Sheet Arrangements

As of December 31, 2004 Trinity did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC.


	Contractual Obligations and Commitments

Trinity’s contractual obligations are set forth in the following table as of December 31, 2004.


	Payment Due by Period

			Less Than						More Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

Administrative services agreement(1)	$	52,000	$	48,000	$	4,000	$	—	$	—
Total	$	52,000	$	48,000	$	4,000	$	—	$	—


(1)	Trinity is obligated, having commenced July 29, 2004, to pay to Unity, an affiliate of Lawrence Burstein, a stockholder, director and Trinity’s President and Treasurer, a monthly fee of $4,000 for office and secretarial services.

If Trinity does not complete a business combination within 12 months after the completion of its initial public offering in August 2004, or within 18 months if certain extension criteria have been satisfied, Trinity will distribute to all of its Class B stockholders, in proportion to their respective equity interests in the Class B common stock, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, and all then outstanding Class B common stock will be automatically cancelled. There will be no distribution from the trust fund with respect to Trinity common stock or Class W and Class Z Warrants. However, any remaining net assets following the distribution of the trust fund will be available for use by Trinity. The distribution per Class B share, taking into account interest earned on the trust fund, was approximately $5.11 per share based on the value in the trust fund as of March 31, 2005.


	Critical Accounting Policies

Trinity’s significant accounting policies are described in Note 3 to its audited financial statements included elsewhere in this joint proxy statement/ prospectus. Trinity believes the following critical accounting polices involved the most significant judgments and estimates used in the preparation of its financial statements.

Cash and Cash Equivalents — Trinity considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Investments — Restricted investments consist of investments acquired, which are included in the trust fund, with maturities exceeding three months but less than three years. Consistent with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” Trinity classifies all debt securities and all investments in equity securities that have readily determinable fair values as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies.

Income Taxes — Trinity follows Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

Net Loss Per Share — Net loss per share is computed on the basis of the weighted average number of common stock and Class B common stock outstanding for the period, including common stock equivalents (unless anti-dilutive), which would arise from the exercise of warrants.

Use of Estimates and Assumptions — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.

New Accounting Pronouncements — Trinity does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on its financial statements.


	*Quantitative and Qualitative Disclosures About Market Risk*

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. Trinity does not believe it is exposed to significant market risk.


	*Controls and Procedures*

Trinity’s management carried out an evaluation, with the participation of Lawrence Burstein, Trinity’s principal executive officer and principal financial officer, of the effectiveness of its disclosure controls and procedures as of December 31, 2004. Based upon that evaluation, Mr. Burstein concluded that Trinity’s disclosure controls and procedures were effective to ensure that information required to be disclosed by Trinity in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC.

There has not been any change in Trinity’s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the three months ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

FreeSeas


	*General*

FreeSeas is a privately-held, independent commercial shipping company that operates in the drybulk shipping markets through its three wholly-owned subsidiaries, Adventure Two S.A. (“Adventure Two”), Adventure Three S.A. (“Adventure Three”) and Adventure Four S.A. (“Adventure Four”). FreeSeas was formed on April 23, 2004 under the name “Adventure Holdings S.A.” pursuant to the laws of the Republic of the Marshall Islands to serve as the parent holding company of the ship-owning entities. On April 27, 2005, the company changed its name to “FreeSeas Inc.” Its principal offices are located in Piraeus, Greece and its telephone number is 011-30-2104-528770.


	*Corporate Structure*

FreeSeas owns its vessels through three separate wholly-owned subsidiaries incorporated in the Marshall Islands. The operations of the vessels are managed by Free Bulkers, an affiliated Marshall Islands corporation incorporated on September 9, 2003 which established a Greek branch office on October 31, 2003. Free Bulkers provides FreeSeas with a wide range of shipping services at a fixed monthly fee per vessel. These services include technical management, such as managing day-to-day vessel operations including supervising the crewing, supplying, maintaining and drydocking of vessels, commercial management regarding identifying suitable vessel charter opportunities and certain accounting services.

The names of FreeSeas’ wholly-owned subsidiaries that own the three vessels, the respective dates of their incorporation, the vessel each owns and the month of its acquisition are as follows:


Owner	Date of Incorporation		Name	Date of Acquisition

1) Adventure Two S.A.		February 5, 2004(1)	“Free Destiny”		August 3, 2004
2) Adventure Three S.A.		February 5, 2004(1)	“Free Envoy”		September 20, 2004
3) Adventure Four S.A.		April 15, 2005	“Free Fighter”		June 15, 2005


(1)	George D. Gourdomichalis, Ion G. Varouxakis and Efstathios D. Gourdomichalis, the current directors and officers of FreeSeas and the beneficial owners of the current shareholders of FreeSeas, formed each of these companies for the purpose of acquiring one ship per company. Each of these companies is now a wholly-owned subsidiary of FreeSeas.


	*FreeSeas’ Fleet*

FreeSeas’ current fleet consists of two Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including coal, iron ore, and grains, or major bulks, as well as bauxite, phosphate, fertilizers and steel products, or minor bulks. The following table describes FreeSeas’ current fleet:

Vessel

Dwt

Country Built

Year Built

Vessel Type

Free Destiny ⁽¹⁾

25,240

Bulgaria

1982

Handysize

Free Envoy ⁽²⁾

26,318

Japan

1984

Handysize

Free Fighter

40,000

Bulgaria

1982

Handymax



(1)	Subject to period time charter ending between August and October 2005 at a gross rate of $10,530 per day, plus 25% profit sharing with charterer.



(2)	Subject to period time charter ending between September and November 2005 at a gross rate of $10,530 per day, plus 25% profit sharing with charterer.


	*Competitive Strengths*

FreeSeas believes that it possesses the following competitive strengths:


	•	Experienced Management Team. FreeSeas’ management team has significant experience in operating drybulk carriers and expertise in all aspects of commercial, technical, operational and financial areas of its business.

	•	Strong Customer Relationships. FreeSeas, through Free Bulkers, its ship management company, has many long-established customer relationships, and FreeSeas believes it is well regarded within the international shipping community.

	•	Profitable Operations to Date. Since its inception, FreeSeas’ principals have operated its vessels profitably by carefully selecting secondhand vessels, competitively commissioning and actively supervising cost-efficient shipyards to perform repair, reconditioning and systems upgrading work, together with a proactive preventive maintenance program both ashore and at sea, and employing professional, well-trained masters, officers and crews. FreeSeas believes that this combination allows it to minimize off-hire periods, effectively manage insurance costs, and control overall operating expenses.


	*Business Strategy*

FreeSeas’ business strategy is focused on providing reliable seaborne transportation services at competitive cost, and building and maintaining relationships with charterers of drybulk carriers, brokers, suppliers, classification societies and others in the drybulk shipping industry. Additionally, with proceeds of approximately $7 million from the merger and additional debt financing, FreeSeas plans to expand its fleet to make its drybulk carrier business more cost efficient and more attractive to its customers. FreeSeas may seek to create shareholder value by acquiring and operating additional drybulk carriers across the size spectrum, including large (Capesize), medium (Panamax) and small (Handymax and Handysize), and employing them in primarily “period time charter” contracts. FreeSeas’ financial strategy is focused on maintaining a reasonable level of leverage as compared to many of its competitors.


	*Vessel Employment*

FreeSeas intends to employ its vessels in the spot charter market, under period time charters and in drybulk carrier pools. Presently, two of FreeSeas’ vessels, the Free Destiny and the Free Envoy , are employed under separate period time charters expiring between August and October 2005 and September and November 2005, respectively.

A spot charter and a period time charter are contracts to charter a vessel for an agreed period of time at a set daily rate. A spot charter is a contract to carry a specific cargo for a per ton carry amount. Under spot charters, FreeSeas pays voyage expenses such as port, canal and fuel costs. Under period time charters, the charterer pays these voyage expenses. Under both types of charters, FreeSeas will pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. FreeSeas is also responsible for each vessel’s intermediate drydocking and special survey costs. Alternatively, vessels can be chartered under “bareboat” contracts whereby the charterer is responsible for the vessel’s maintenance and operations, as well as all voyage expenses.

Vessels operating on period time charter provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable FreeSeas to increase profit margins during periods of increasing drybulk charter rates. However, FreeSeas would then be exposed to the risk of declining drybulk charter rates, which may be higher or lower than the rates at which FreeSeas chartered its vessels. FreeSeas is constantly evaluating opportunities for period time charters, but only expects to enter into additional period time charters if FreeSeas can obtain contract terms that satisfy its criteria.

Although FreeSeas has not previously done so, it may from time to time utilize forward freight agreements that enable FreeSeas to enter into contractual obligations to sell the spot charter forward and thereby reduce FreeSeas’ exposure to a potential deterioration of the charter market.


	*Customers*

During the year ended December 31, 2004, one charterer, Express Sea Transport Corporation, chartered both of the Free Destiny and the Free Envoy . Until the acquisition of the Free Fighter in June 2005, FreeSeas’ only sources of revenue were the charters by Express Sea Transport Corporation. The Free Fighter is being chartered by other charterers.


	*Management of the Fleet*

FreeSeas is under common control with Free Bulkers, the company it uses to manage its vessels. FreeSeas does not employ personnel to run its vessel operating and chartering business on a day-to-day basis. Accordingly, FreeSeas will continue to outsource substantially all of its technical and commercial functions relating to the operation and employment of its vessels to Free Bulkers under three separate management agreements. The agreements remain in effect indefinitely unless, in each case, it is terminated by either party upon two months’ advance notice. FreeSeas’ Executive Committee, under the guidance of FreeSeas’ Board of Directors, manages FreeSeas’ business as a holding company, including FreeSeas’ own administrative functions, and FreeSeas monitors Free Bulkers’ performance under the management agreements. FreeSeas anticipates that Free Bulkers may manage any additional vessels FreeSeas may acquire in the future.

Pursuant to the management agreements, FreeSeas pays Free Bulkers a monthly (pro rata for the calendar days) management fee of $15,000 per vessel, paid in advance, from the date of signing the Memorandum of Agreement for the purchase of the vessel until two months after delivery of the vessel to its new owners pursuant to its subsequent sale. FreeSeas has also agreed to pay Free Bulkers a fee equal to 1 ¹ / 4 % of the gross freight or hire collected from the employment of FreeSeas’ vessels. In addition, FreeSeas has agreed to pay Free Bulkers a 1% commission to be paid to Free Bulkers on the gross purchase price of any new vessels acquired or the gross sales price of any vessels sold by FreeSeas with the assistance of Free Bulkers. FreeSeas also reimburses, at cost, the travel and other personnel expenses of the Free Bulkers staff, including the per diem paid by Free Bulkers to its staff, when they are required to attend FreeSeas’ vessels at port.

FreeSeas believes that it pays Free Bulkers industry standard fees for these services. FreeSeas is aware of three comparable structures of affiliated drybulk vessel-owning companies and management companies. All three of those arrangements have the same 1 ¹ / 4 % chartering/commercial fee and 1% commission on purchases or sales of vessels by the affiliated vessel-owning companies as does the arrangement between Free Bulkers and FreeSeas. One of the three arrangements has the same monthly management fee of $15,000 per vessel as Free Bulkers and FreeSeas have, one charges a higher fee and the third is based on different parameters and therefore hard to compare.


	*Crewing and Employees*

Free Bulkers, FreeSeas’ affiliate, employs approximately 10 people, including the principal shareholders and management of FreeSeas, all of whom are shore-based. In addition, Free Bulkers is responsible for recruiting, either directly or through a crewing agent, the senior officers and all other crew members for FreeSeas’ vessels.


	*Loans for Vessels*

FreeSeas, through its subsidiaries Adventure Two, Adventure Three and Adventure Four, is presently a party to three separate loan agreements with unaffiliated lenders for its three vessels. Adventure Two owns the Free Destiny subject to a mortgage securing a loan in the original principal amount of $5,000,000 from Corner Banca S.A. The loan bears interest at 1.75% above LIBOR, matures in 2008, and is payable

in seven quarterly installments of $425,000 each followed by six additional quarterly installments of $266,667 each. The loan is secured by a first preferred mortgage on the vessel, first priority general assignment of earnings, the insurances and requisition compensation of the vessel, a pledge of all of the shares of Adventure Two and personal guarantees of the directors, George D. Gourdomichalis, Ion G. Varouxakis and Efstathios D. Gourdomichalis.

Adventure Three owns the Free Envoy subject to a mortgage securing a loan in the original principal amount of $6,000,000 from Hollandsche Bank-Unie N.V. The loan bears interest at 2.0% above LIBOR, matures in 2007, and is payable in 11 quarterly installments of $425,000 each with a balloon payment of $900,000. The loan is secured by a first preferred mortgage on the vessel, suretyship of $500,000 plus interest and costs from the directors, joint and several liability of One Adventure S.A., and pledges of (1) the rights and earnings under time charter contracts present or future, (2) rights under insurance policies, (3) and bank balances that originally totaled $600,000 in the names of Messrs. G. Gourdomichalis, Varouxakis and E. Gourdomichalis. The $600,000 in deposit accounts pledged was reduced to $400,000 upon the first principal repayment, which was made on December 27, 2004, and was completely released upon the second principal repayment, which was made on March 29, 2005. Messrs. G. Gourdomichalis, Varouxakis and E. Gourdomichalis also provided personal sureties for the repayment of the loan.

Adventure Four owns the Free Fighter subject to a mortgage securing a committed term loan facility in the original principal amount of $7,000,000 from Egnatia Bank, S.A. The loan bears interest at a rate of 1.875% above LIBOR. The loan matures in 2008, and is payable in consecutive quarterly installments as follows: two installments of $1,000,000, followed by four installments of $750,000, followed by six installments of $250,000 and a final balloon payment of $500,000. The loan is secured by the vessel, an assignment of income from the vessel, a corporate guarantee from Free Bulkers, corporate guarantees from Adventure Two and Adventure Three (if FreeSeas stock is not listed on the New York Stock Exchange, AMEX or NASDAQ by September 30, 2005), and personal guarantees from Messrs. G. Gourdomichalis, Varouxakis and E. Gourdomichalis. The corporate guarantee from Free Bulkers and the personal guarantees will be replaced by the corporate guarantee of FreeSeas and an undertaking from Free Bulkers upon the listing of FreeSeas common stock on The Nasdaq SmallCap Market.

Each of the loan agreements also includes affirmative and negative covenants of Adventure Two, Adventure Three and Adventure Four, such as the maintenance of operating accounts, minimum cash deposits and minimum market values. Adventure Two, Adventure Three and Adventure Four are further restricted from incurring additional indebtedness, changing the vessels’ flags and distributing earnings without the prior written consent of the lenders.

FreeSeas also had outstanding as of March 31, 2005, $3,366,000 in the aggregate in loans from its shareholders, the proceeds of which were also used to acquire two of its vessels. These loans are interest-free and were modified in April 2005 to provide for a repayment schedule of eight equal quarterly installments of $250,000 each in 2006 and 2007, with balloon payments of the balance due on each loan on January 1, 2008. Before the April 2005 modifications, the loans were repayable from time to time based on FreeSeas’ available cash flow, and matured on the earlier of the sale date of the applicable vessel or December 31, 2006.


	*Property*

FreeSeas does not at the present time own or lease any real property. As part of the management services provided by Free Bulkers during the period in which FreeSeas conducted business to date, FreeSeas has shared, at no additional cost, offices with Free Bulkers. FreeSeas does not have current plans to lease or purchase space for its offices following completion of the Merger, although it may do so in the future as it hires additional employees in connection with the expansion of its operations following the Merger.


	*Competition*

FreeSeas operates in markets that are highly competitive and based primarily on supply and demand. Ownership of drybulk carriers is highly fragmented and is divided among approximately 1,400 drybulk carrier owners. FreeSeas competes for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on its reputation. Free Bulkers arranges FreeSeas’ charters (whether spot charters, period time charters, bareboat charters or pools) through the use of brokers, who negotiate the terms of the charters based on market conditions. FreeSeas competes with other owners of drybulk carriers in the Capesize, Panamax, Handysize and Handymax sectors.

Charters for FreeSeas’ vessels are negotiated by Free Bulkers utilizing a worldwide network of shipbrokers. These shipbrokers advise Free Bulkers on a continuous basis of the availability of cargo for any particular vessel. There may be several shipbrokers involved in any one charter. The negotiation for a charter typically begins prior to the completion of the previous charter in order to avoid any idle time. The terms of the charter are based on industry standards.


	*Seasonality*

Coal, iron ore and grains, which are the major bulks of the drybulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grains are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains required drybulk shipping accordingly.


	*Environmental and Other Regulations*

Government regulation significantly affects the ownership and operation of FreeSeas’ vessels. The vessels are subject to international conventions and national, state and local laws and regulations in force in the countries in which FreeSeas’ vessels may operate or are registered.

A variety of governmental and private entities subject FreeSeas’ vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers. Certain of these entities require FreeSeas to obtain permits, licenses and certificates for the operation of its vessels. Failure to maintain necessary permits or approvals could require FreeSeas to incur substantial costs or temporarily suspend operation of one or more of its vessels.

FreeSeas believes that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. FreeSeas is required to maintain operating standards for all of its vessels that will emphasize operational safety, quality maintenance, continuous training of its officers and crews and compliance with U.S. and international regulations. FreeSeas believes that the operation of its vessels is in substantial compliance with applicable environmental laws and regulations; however, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, such future requirements may limit its ability to do business, increase its operating costs, force the early retirement of its vessels, and/or affect their resale value, all of which could have a material adverse effect on FreeSeas’ financial condition and results of operations.


	Environmental Regulation — International Maritime Organization (“IMO”).

In December 2003, the Marine Environmental Protection Committee of the IMO adopted a proposed amendment to the International Convention for the Prevention of Pollution from Ships to accelerate the phase out of single-hull tankers from 2015 to 2010 unless the relevant flag state, in a particular case, extends the date to 2015. This proposed amendment will come into effect in April 2005, unless objected to by a sufficient number of member states.

The IMO has also negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI was ratified in May 2004, and became effective in May 2005. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. FreeSeas had developed a plan to comply with the Annex VI regulations, which became effective once Annex VI became effective. Additional or new conventions, laws and regulations may be adopted that could adversely affect FreeSeas’ ability to operate its ships.

The operation of FreeSeas’ vessels is also affected by the requirements set forth in the ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner or management company to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. Currently, each of FreeSeas’ vessels is ISM Code-certified. However, there can be no assurance that such certification will be maintained indefinitely.


	Environmental Regulations — The United States of America Oil Pollution Act of 1990.

OPA established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States of America, its territories and possessions or whose vessels operate in waters of the United States of America, which includes the United States’ territorial sea of the United States of America and its 200 nautical mile exclusive economic zone.

Under OPA, vessel owners, operators, charterers and management companies are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).

OPA limits the liability of responsible parties for drybulk vessels that are over 3,000 gross tons to the greater of $1,200 per gross ton or $10 million (subject to possible adjustment for inflation). These limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.

FreeSeas currently maintains for each of its vessels pollution liability coverage insurance in the amount of $1 billion per incident. If the damages from a catastrophic pollution liability incident exceed its insurance coverage, the payment of those damages may materially decrease FreeSeas’ net income.

OPA requires owners and operators of vessels to establish and maintain with the United States Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. In December 1994, the Coast Guard implemented regulations requiring evidence of financial responsibility in the amount of $1,500 per gross ton, which includes the OPA limitation on liability of $1,200 per gross ton and the U.S. Comprehensive Environmental Response, Compensation, and Liability Act liability limit of $300 per gross ton. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance, or guaranty.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states, which have enacted such legislation, have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. FreeSeas currently complies, and intends to comply in the future, with all applicable state regulations in the ports where its vessels call.


	Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (“MTSA”), came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States of America. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea (“SOLAS”) created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created ISPS Code. Among the various requirements are:


	•	on-board installation of automatic information systems (“AIS”), to enhance vessel-to-vessel and vessel-to-shore communications;

	•	on-board installation of ship security alert systems;

	•	the development of vessel security plans; and

	•	compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (“ISSC”) that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. FreeSeas’ vessels are in compliance with the various security measures addressed by the MTSA, SOLAS and the ISPS Code. FreeSeas does not believe these additional requirements will have a material financial impact on its operations.


	Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. FreeSeas’ vessels are currently classed with Lloyd’s Register of Shipping and Korean Register of Shipping. ISM and ISPS certification have been awarded to all of FreeSeas’ vessels and Free Bulkers by Lloyd’s Register of Shipping.

hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable. That could cause FreeSeas to be in violation of certain covenants in its loan agreements.

At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies. All three of FreeSeas’ vessels are certified as being “in class” by the Lloyd’s Register of Shipping and the Korean Register of Shipping, respectively.


	*Risk of Loss and Liability Insurance*


	General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon owners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States of America for certain oil pollution accidents in the United States of America, has made liability insurance more expensive for ship owners and operators trading in the United States of America market. While FreeSeas believes that its present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that it will always be able to obtain adequate insurance coverage at reasonable rates.


	Hull and Machinery Insurance

FreeSeas has obtained marine hull and machinery and war risk insurance, which includes the risk of actual or constructive total loss, for all of its vessels. The vessels are each covered up to at least fair market value, with deductibles in amounts of approximately $100,000 to $150,000.

FreeSeas arranges, as necessary, increased value insurance for its vessels. With the increased value insurance, in case of total loss of the vessel, FreeSeas will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable in full by the hull and machinery policies by reason of under insurance.


	Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which covers FreeSeas’ third-party liabilities in connection with its shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other

related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”

FreeSeas’ current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 14 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. FreeSeas’ vessels are members of the American Mutual Steamship Association. Each P&I Association has capped its exposure to this pooling agreement at $4.5 billion. As a member of a P&I Association, which is a member of the International Group, FreeSeas is subject to calls payable to the associations based on its claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Associations comprising the International Group.


	*Legal Proceedings*

To FreeSeas’ knowledge, it is not currently a party to any material lawsuit that, if adversely determined, would have a material adverse effect on its financial position, results of operations or liquidity.


	*Exchange Controls*

Under Marshall Island law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions, that affect the remittance of dividends, interest or other payments to non-resident holders of FreeSeas’ shares.


	*Description of Management of FreeSeas*

The following table provides information about the current directors and executive officers and directors of FreeSeas who are anticipated to also serve as directors and/or executive officers of the Surviving Corporation:


(1)	George D. Gourdomichalis and Efstathios D. Gourdomichalis are brothers.

George D. Gourdomichalis is a co-founder and director of FreeSeas and serves as its Chairman and President. Prior to forming FreeSeas, Mr. Gourdomichalis, in 2003, co-founded Free Bulkers, S.A. (“Free Bulkers”), a shipping management company. Free Bulkers is under common control with FreeSeas and also serves as the management company for FreeSeas. Between 2000 and 2003, Mr. Gourdomichalis was a Managing Director of Free Ships S.A., a ship management company, and Free Holdings S.A., a drybulk ship operating company. Mr. Gourdomichalis with his brother commenced their ship owning and operating activities in 1996 when they co-founded and operated Gourdomichalis Naftiki Eteria S.A., a drybulk ship management and operating company. From 1990 to 1996, Mr. Gourdomichalis was a partner at S.S. Maritime Inc. of New York, a ship brokering company, and acted as owners’ representative as well as performed commercial ship management for Baltmed Shipping Co., a joint venture between Greek and Russian shipping companies. Mr. Gourdomichalis holds Bachelor of Arts degrees in International Economics and Political Science from the University of Massachusetts at Amherst, Massachusetts, and studied Ocean Marine Transportation Management in the Master of Science degree program at the Maritime College of the State University of New York.

Ion G. Varouxakis is a co-founder of FreeSeas and serves as its Chief Executive Officer and Secretary. Prior to forming FreeSeas, Mr. Varouxakis co-founded Free Bulkers in 2003. Mr. Varouxakis also has agreed to serve as a Director of Golden Energy Marine Corp., a shipping company, upon the

completion of that company’s proposed public offering, for which it filed a Registration Statement on Form F-1 on July 11, 2005. From 2000 to 2003, Mr. Varouxakis was a Managing Director of Free Ships S.A., a ship management company, and Free Holdings S.A., a drybulk ship operating company. From 1997 to 2000, Mr. Varouxakis was a Director of Vernicos Maritime, a ship management company managing a fleet of drybulk carriers. Mr. Varouxakis holds a Candidature degree in Law from the Catholic University of Saint Louis in Brussels and a Bachelor of Science degree in Economics from the London School of Economics. Mr. Varouxakis is an officer of the reserves of the Hellenic Army.

Efstathios D. Gourdomichalis is a co-founder and director of FreeSeas and serves as its Chief Financial Officer and Treasurer. Prior to forming FreeSeas, Mr. Gourdomichalis co-founded Free Bulkers. From 2000 through 2003, Mr. Gourdomichalis was a Managing Director of Free Ships S.A., a ship management company, and Free Holdings S.A., a drybulk ship operating company. Mr. Gourdomichalis with his brother commenced their ship owning and operating activities in 1996 when they co-founded and operated Gourdomichalis Naftiki Eteria S.A., a drybulk ship management and operating company. In 1998, Mr. Gourdomichalis founded In Link, S.A., a financial services’ firm which he sold in 2001. Mr. Gourdomichalis holds a Bachelor of Science degree in International Management and Finance from New York University and a Master of Science in Shipping Trade and Finance from the City University in London, England.

Upon consummation of the Merger, FreeSeas’ Board of Directors will be increased to seven directors. The three current directors will remain on the Board and four new independent directors will join them. Three of the four independent directors have been nominated and have agreed to serve as directors on the effective date of the Merger. FreeSeas is actively seeking a suitable fourth person to be an independent director. The following are the biographies of the three director nominees:

Professor Dimitrios Germidis , 67, currently serves as President of the Forum Francophone des Affaires, an international economic strategic planning organization. He is also President of the supervisory board of Scandinavian Baltic Mediterranean Bank and acts as a consultant and serves on the board of various Greek and foreign companies. Between 1992 and 1995 he was the Greek ambassador to the Organization for Economic Co-operation and Development (“OECD”) , an international organization helping governments address the economic, social and governmental challenges of a global economy. Between 1989 and 1992, he was Governor of the National Bank of Greece, President of the Hellenic Association of Banks and Vice President of the European Federation of Banks. In 1978, he founded Arab-Hellenic Bank, where he served as Executive Vice Chairman until 1981. Mr. Germidis holds a Director of Philosophy degree in Economics from Paris University.

Focko H. Nauta , 47, has, since September 2000, been director of FinShip SA, a ship financing company. He assisted FreeSeas in arranging debt financing with Hollandsche-Bank Unie N.V. From 1997 through 1999, Mr. Nauta served as a Managing Director of Van Ommeren Shipbroking, a London-based ship brokering company. Prior to 1997, he was a General Manager of a Fortis Bank branch. Mr. Nauta holds a degree in law from Leiden University in the Netherlands.

George I. Margaronis , 38, has, since 2003, been Managing Director of Clarksons (Hellas) Ltd., an office of Clarksons PLC, the world’s largest shipping services firm. From 1999 to 2003 he served as Managing Director and Chartering Manager of Curzon Shipbrokers Corp., a leading Greek chartering broker of drybulk vessels. From 1993 to 1999 he served as Chartering and Operations Manager of Grecale Shipping Inc., a manager/operator of drybulk vessels. From 1989 to 1991, Mr. Margaronis was a drybulk shipbroker with Clarksons & Co. in London. Mr. Margaronis holds a Bachelor of Arts degree in Economics from Essex University in Essex, England and a Master of Science degree in Shipping Trade and Finance from the City University Business School in London, England. Mr. Margaronis is currently pursuing a Master of Laws degree in Maritime Law from London University.


	*Executive Compensation*

During 2004, no executives of FreeSeas received any compensation from FreeSeas. Upon consummation of the Merger FreeSeas will enter into employment agreements with George D. Gourdomichalis, its Chairman and President, Ion G. Varouxakis, its Chief Executive Officer and Secretary, and Efstathios D. Gourdomichalis, its Chief Financial Officer and Treasurer. See “Employment Agreements”.


	*FreeSeas Principal Shareholders*

The following table sets forth information regarding the beneficial ownership of FreeSeas as of June 30, 2005 by:


	•	each person known by FreeSeas to be the beneficial owner of more than 5% of FreeSeas shares;

	•	each of FreeSeas’ officers and directors; and

	•	all FreeSeas officers and directors as a group.

Unless otherwise indicated, FreeSeas believes that all persons named in the table have sole voting and investment power with respect to all shares of beneficially owned by them.


	Number of
Name	Shares			Percent ⁽¹⁾

Ion G. Varouxakis		1,837,500	⁽²⁾		28.56	%
George D. Gourdomichalis		1,629,417	⁽³⁾		25.26	%
Efstathios D. Gourdomichalis		1,483,084	⁽⁴⁾		23.12	%

All directors and officers as a group (3 persons)		4,950,001			73.52	%



(1)	For purposes of computing the percentage of outstanding shares of common stock held by each person named above, any shares that the named person has the right to acquire within 60 days under warrants or options are deemed to be outstanding for that person, but are not deemed to be outstanding when computing the percentage ownership of any other person. These percentages are based on 6,282,600 shares of FreeSeas’ common stock that are estimated to be outstanding immediately following the Merger.



(2)	Reflects 1,687,500 shares of common stock and 66,667 shares of common stock issuable upon the exercise of warrants issued to The Mida’s Touch S.A., a company wholly owned by Ion G. Varouxakis; and 83,333 shares of common stock issuable upon exercise of immediately exercisable options to be granted to Mr. Varouxakis under his employment agreement with FreeSeas. Mr. Varouxakis is being granted a total of 250,000 options, ¹ / 3 of which vests immediately, ¹ / 3 of which vests after one year and the remaining ¹ / 3 of which vests after two years. The options are exercisable at a price of $5.00 per share.



(3)	Reflects 1,462,750 shares of common stock and 66,667 shares of common stock issuable upon the exercise of warrants issued to Alastor Investments S.A., a company wholly owned by Alastor Foundation, a foundation of which George D. Gourdomichalis, is the sole beneficiary; and 100,000 shares of common stock issuable upon exercise of immediately exercisable options granted to Mr. Gourdomichalis under his employment agreement with FreeSeas. Mr. Gourdomichalis is being granted a total of 300,000 options, ¹ / 3 of which vests immediately, ¹ / 3 of which vests after one year and the remaining ¹ / 3 of which vests after two years. The options are exercisable at a price of $5.00 per share.



(4)	Reflects 1,349,750 shares of common stock and 66,666 shares of common stock issuable upon the exercise of warrants issued to N.Y. Holdings S.A., a company wholly owned by Efstathios D. Gourdomichalis and 66,667 shares of common stock issuable upon exercise of immediately exercisable


	options granted to Mr. Gourdomichalis under his employment agreement with FreeSeas. Mr. Gourdomichalis is being granted a total of 200,000 options, ¹ / 3 of which vests immediately, ¹ / 3 of which vests after one year and the remaining ¹ / 3 of which vests after two years. The options are exercisable at a price of $5.00 per share.


	*Employment Agreements*

Upon consummation of the Merger FreeSeas will enter into employment agreements with George D. Gourdomichalis, its Chairman and President, Ion G. Varouxakis, its Chief Executive Officer and Secretary, and Efstathios D. Gourdomichalis, its Chief Financial Officer and Treasurer. The agreements will be for initial three-year terms, with additional two-year renewal terms so long as FreeSeas does not give notice of termination at least 30 days before the expiration of the current term. Under the agreements, each officer’s annual base salary is $150,000, which is subject to increases as may be approved by FreeSeas’ Board of Directors. Each officer is also entitled to receive performance or merit bonuses as determined from time to time by FreeSeas’ Board or a committee of the Board and to reimbursement of expenses and other employee benefits as may be implemented.

FreeSeas may terminate the employment agreements for “cause” at any time. “Cause,” as defined in the agreements, means: (1) the willful breach or habitual neglect by the officer of his job duties and responsibilities; (2) material default or other material breach of an employee’s obligations under his or her employment agreement or fraud; or (3) conviction of any crime, excluding minor traffic offenses. The agreements terminate upon the officer’s death or after the officer’s disability and inability to perform his duties for a cumulative period of 90 days during any one year. The agreements do not provide for payments upon a change in control of FreeSeas.

Pursuant to the agreements, FreeSeas also granted to each officer options to purchase shares of FreeSeas’ common stock at an exercise price of $5.00 per share, as follows: Mr. George Gourdomichalis, options to purchase 300,000 shares; Mr. Varouxakis, options to purchase 250,000 shares; and Mr. Efstathios Gourdomichalis, options to purchase 200,000 shares. The options vest at a rate of ¹ / 3 per year beginning on the date of the signing of the agreement and are exercisable for five years from the vesting date. The officers are each entitled to receive grants of additional options to acquire shares of FreeSeas’ common stock from time to time during the terms of their respective employment as determined by FreeSeas’ Board of Directors.


	*Certain Related Transactions of FreeSeas*

Each of FreeSeas’ vessel owning subsidiaries has entered into a management contract with Free Bulkers, a company owned and operated by FreeSeas’ current directors. Pursuant to the management contracts, Free Bulkers is responsible for all aspects of management and maintenance for each of the vessels. Pursuant to the management agreements, FreeSeas pays Free Bulkers a monthly (pro rata for the calendar days) management fee of $15,000 per vessel, paid in advance, from the date of signing the Memorandum of Agreement for the purchase of the vessel until two months after delivery of the vessel to its new owners pursuant to its subsequent sale. FreeSeas has also agreed to pay Free Bulkers a fee equal to 1 ¹ / 4 % of the gross revenues collected from the employment of FreeSeas’ vessels. FreeSeas has further agreed to pay Free Bulkers a 1% commission to be paid to Free Bulkers on the gross purchase price of any new vessels acquired or the gross sales price of any vessels sold by FreeSeas with the assistance of Free Bulkers. FreeSeas believes that it pays Free Bulkers industry standard fees for these services. FreeSeas anticipates that Free Bulkers may manage any additional vessels FreeSeas may acquire in the future.

FreeSeas has currently outstanding loans from its shareholders with an aggregate principal balance of $3,366,000 as of March 31, 2005. These loans were made in August and September 2004 in connection with the purchases of the Free Destiny and the Free Envoy , respectively. The loans had principal balances at origination of $1,579,447 and $2,554,737, respectively, and are interest-free. In April 2005, FreeSeas and

its shareholders agreed to modify the terms of the shareholder loans to provide for a repayment schedule of eight equal quarterly installments of $250,000 each in 2006 and 2007, with balloon payments of the balance due on each loan on January 1, 2008. Previously, the loans were repayable from time to time based on FreeSeas’ available cash flow, and matured on the earlier of the sale date of the applicable vessel or December 31, 2006.

In June 2005, FreeSeas, through a newly formed and wholly-owned subsidiary acquired a Handymax vessel originally built in 1982. The purchase price for the vessel was $11,025,000. FreeSeas financed the purchase price by borrowing $7,000,000 from an unaffiliated third-party lender and $4,216,500 from the individual beneficial owners of the FreeSeas shareholders to pay the $4,025,000 balance of the purchase price and for working capital. Trinity and FreeSeas have agreed that FreeSeas will repay the loan to the individual beneficial owners of the FreeSeas shareholders immediately following the consummation of the Merger. The vessel was delivered charter-free and is being used to increase FreeSeas’ drybulk transport operations.

If FreeSeas were to enter into agreements to acquire additional vessels prior to completion of the Merger, FreeSeas anticipates that it would obtain additional loans from its shareholders. After the Merger is completed, FreeSeas anticipates using working capital, together with bank loans, to acquire more vessels.

In connection with the Merger, the FreeSeas Shareholders have been issued options and/or warrants to acquire 950,000 shares of FreeSeas common stock.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with FreeSeas’ financial statements and footnotes thereto contained in this joint proxy statement/prospectus.

Quarter Ended March 31, 2005

Recent Developments

In April 2005, FreeSeas, through a newly formed subsidiary, entered into a memorandum of agreement to acquire a Handymax vessel originally built in 1982. The purchase price of the vessel is $11,025,000. Delivery of the vessel and completion of the purchase occurred on June 14, 2005. The vessel was delivered charter-free. FreeSeas financed $7,000,000 of the purchase price with a non-affiliated third party lender. The loan bears interest at a rate of 1.875% above LIBOR. The loan matures in 2008, and is payable in consecutive quarterly installments as follows: two installments of $1,000,000, followed by four installments of $750,000, followed by six installments of $250,000 and a final balloon payment of $500,000. The shareholders of FreeSeas lent $4,216,500 to FreeSeas to pay the $4,025,000 balance of the purchase price and for working capital which will be repaid from the funds that become available upon the consummation of the transaction with Trinity.

General

FreeSeas is an independent commercial shipping company formed in April 2004 in order to provide international seaborne transportation services, carrying various drybulk cargoes, such as coal, iron ore, grains, bauxite, phosphate, fertilizers and steel products. As of March 31, 2005, FreeSeas’ fleet consisted of two drybulk carriers, the M/V Free Destiny, which has a total cargo carrying capacity of 25,240 dwt, and the M/V Free Envoy, which has a total cargo carrying capacity of 26,318 dwt. FreeSeas acquired each of these vessels in 2004.

FreeSeas, through its affiliated management company, Free Bulkers, actively manages the employment of its vessels. FreeSeas’ vessels are currently employed on period time charters ending between August and October 2005, for the M/V Free Destiny, and between September and November 2005, for the M/V Free Envoy . FreeSeas anticipates that it will also, from time to time, employ its vessels in the spot charter market (through voyage charters and trip time charters), which generally last up to 90 days.

FreeSeas’ business strategy focuses on providing reliable seaborne transportation services at competitive cost and building and maintaining relationships with all segments of the drybulk shipping industry. FreeSeas plans to expand its fleet of vessels in order to make its drybulk carrier business more cost-efficient. It aims to acquire and operate additional drybulk carriers across the size spectrum, including large (Capesize), medium (Panamax) and small (Handymax and Handysize) vessels. It wants to employ the additional carriers primarily in the “period time charter” market.

FreeSeas’ ability to negotiate profit sharing arrangements in its period time charters provides the potential for revenues above the fixed time charter rates. Furthermore, it expects to maintain a reasonable level of leverage as compared to many of its competitors in order to augment its earnings further.

Revenues and Expenses

Revenues — Voyage revenues totaled $1,873,000 for the first quarter of 2005. FreeSeas’ current charters expire during the third and fourth quarters of 2005. FreeSeas has not negotiated new charters for its vessels, and the charter rates and terms that FreeSeas is able to negotiate will depend on the then-prevailing market conditions in the drybulk shipping industry. FreeSeas also had revenues of $451,000 for the first quarter of 2005 from the profit-sharing portion of FreeSeas’ charters.

Vessel Operating Expenses — Vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, totaled $697,000 for the first quarter of 2005. Daily vessel operating expenses per vessel were $3,329 during the first three months of 2005.

Management Fees — Management fees for the first quarter of 2005 totaled $90,000, which represented the fees paid to FreeSeas affiliate, Free Bulkers, for the management of FreeSeas’ vessels. Pursuant to the management agreements related to each of its current vessels, FreeSeas pays Free Bulkers a monthly management fee of $15,000 per vessel, plus a fee equal to 1 ¹ / 4 % of gross freight or hire collected from the employment of FreeSeas’ vessels. The management agreements also provide for a 1% commission to be paid to Free Bulkers on the gross purchase price of any new vessels acquired or the gross sales price of any vessel sold by FreeSeas with the assistance of Free Bulkers. In addition, FreeSeas reimburses at cost the travel and other personnel expenses of the Free Bulkers staff, including the per diem paid by Free Bulkers to its staff, when they are required to attend FreeSeas’ vessels at port. These agreements have no specified termination date. FreeSeas anticipates that Free Bulkers would manage any additional vessels that FreeSeas may acquire in the future on comparable terms. FreeSeas believes that the management fees paid to Free Bulkers are comparable to those charged by unaffiliated management companies.

Commissions and General and Administrative Expenses — Commissions paid during the first three months of 2005 totaled $95,000 and reflected chartering commissions paid to unaffiliated third parties in connection with the chartering of its vessels. General and administrative expenses, which included, among other things, safety code compliance expenses, travel expenses and communications expenses, totaled $4,000 for the first quarter of 2005.

As a result of the proposed merger with Trinity and FreeSeas becoming subject to the U.S. securities laws applicable to publicly traded companies, FreeSeas currently expects that its administrative expense will increase by approximately $1.2 million to $1.5 million per year. These additional expenses will reflect, among other things, the salaries and benefits for additional employees, directors’ fees for its increased number of directors, auditing, legal and compliance fees and expenses, and directors’ and officers’ liability insurance premiums.

Depreciation and Amortization — For the first quarter of 2005, depreciation expense totaled $644,000 and amortization of drydockings and special survey costs totaled $69,000. FreeSeas currently intends to acquire additional vessels in 2005, and, if it is able to do so, these expenses will increase.

Financing Costs — FreeSeas’ finance costs for the first three months of 2005 totaled $159,000, representing the fees incurred and interest paid in connection with FreeSeas’ bank loans for its vessels. These expenses will increase for the rest of 2005 because of FreeSeas’ acquisition of the Free Fighter in June 2005 and may increase further to the extent FreeSeas uses bank financing for any additional vessels that it may acquire.

Net Income — Net income for the first three months of 2005 totaled $568,000.

Liquidity and Capital Resources

FreeSeas’ principal sources of funds have been equity provided by its shareholders, operating cash flows and long-term borrowings. FreeSeas’ principal use of funds has been capital expenditures to acquire and maintain its fleet, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, make principal repayments on outstanding loan facilities, and pay dividends. FreeSeas expects to rely upon operating cash flows, long-term borrowings, and the working capital available to it following consummation of the merger, as well as possible future equity financings, to implement its growth plan. In addition, to the extent that the options and warrants issued in connection with the merger are subsequently exercised, the proceeds from these exercises would provide FreeSeas with additional funds.

FreeSeas believes that its current cash balance as well as operating cash flows will be sufficient to meet its liquidity needs for its existing vessels for the next two to three years assuming the charter market does not deteriorate to the low rate environment that prevailed subsequent to the Asian financial crisis in 1998 and 1999. If FreeSeas does acquire additional vessels, it will rely on new debt, the working capital available to it following consummation of the merger, proceeds from possible future offerings, and revenues from operations to meet its liquidity needs going forward.

FreeSeas’ business is capital intensive and its future success will depend on its ability to maintain a high-quality fleet through the timely acquisition of additional vessels and the possible sale of selected vessels. These acquisitions will be principally subject to management’s expectation of future market conditions as well as FreeSeas’ ability to acquire drybulk carriers on favorable terms.

Cash Flows

Net Cash from Operating Activities — Net cash from operating activities totaled $1,339,000 during the first quarter of 2005. The net cash from operating activities primarily represent cash received from customers offset by payments made for operating activities.

Net Cash from Investing Activities — Net cash from investing activities totaled $400,000 during the first three months of 2005. That reflects the release of deposit accounts in that amount pledged to secure the acquisition loan for the Free Envoy upon FreeSeas’ making the second loan principal payment on the loan in March 2005. If FreeSeas is able to acquire additional vessels during 2005, its cash outlays will increase further.

Net Cash used in Financing Activities — Net cash used in financing activities totaled $1,687,000 during the first quarter of 2005, reflecting primarily principal repayments on FreeSeas’ long-term debt and its loans from its shareholders. FreeSeas currently expects to use additional bank financing for any possible acquisitions of additional vessels during 2005. Any amounts not financed with bank debt would be paid through additional loans from its shareholders, if prior to the merger, and would be paid from working capital, if after the merger.

As of March 31, 2005, FreeSeas had two outstanding loans constituting long-term debt with a combined outstanding balance of $9,300,000. These loans mature in 2008 and 2007. FreeSeas also had outstanding as of March 31, 2005, $3,366,000 in the aggregate in loans from its shareholders, the proceeds of which were also used to acquire its two vessels. These loans are interest-free and were modified in April 2005 to provide for a repayment schedule of eight equal quarterly installments of $250,000 each in 2006 and 2007, with balloon payments of the balance due on each loan on January 1, 2008. Before the April 2005 modifications, the loans were repayable from time to time based on FreeSeas’ available cash flow, and matured on the earlier of the sale date of the applicable vessel or on December 31, 2006. FreeSeas made a payment of $200,000 on the loans in the first quarter of 2005.

Year Ended December 31, 2004

Recent Developments

On March 28, 2005, FreeSeas executed a definitive agreement, which contemplates the merger of Trinity into FreeSeas, with the current shareholders of Trinity receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the merger, the Trinity shareholders will own approximately 28.4% of FreeSeas. In addition, the management of FreeSeas will receive options and warrants to acquire an additional 950,000 shares of FreeSeas’ common stock, exercisable at $5.00 per share over terms ranging from three to five years.

In April 2005, FreeSeas, through a newly formed subsidiary, entered into a memorandum of agreement to acquire a Handymax vessel originally built in 1982. The purchase price of the vessel is $11,025,000. Delivery of the vessel and completion of the purchase occurred on June 14, 2005. The vessel was delivered charter-free. FreeSeas financed $7 million of the purchase price with a non-affiliated third party lender. The loan bears interest at a rate of 1.875% above LIBOR. The loan matures in 2008, and is payable in consecutive quarterly installments as follows: two installments of $1,000,000, followed by four installments of $750,000, followed by six installments of $250,000 and a final balloon payment of $500,000. The shareholders of FreeSeas lent $4,216,500 to pay the $4,025,000 balance of the purchase price and for working capital, which will be repaid from the funds that become available upon the consummation of the transaction with Trinity.

General

FreeSeas is an independent commercial shipping company formed in April 2004 in order to provide international seaborne transportation services, carrying various drybulk cargoes, such as coal, iron ore, grains, bauxite, phosphate, fertilizers and steel products. As of December 31, 2004, FreeSeas’ fleet consisted of two drybulk carriers, the Free Destiny, which has a total cargo carrying capacity of 25,240 dwt, and the Free Envoy, which has a total cargo carrying capacity of 26,318 dwt. FreeSeas acquired each of these vessels in 2004.

FreeSeas, through its affiliated management company, Free Bulkers, actively manages the employment of its vessels. FreeSeas’ vessels are currently employed on period time charters ending between August and October 2005, for the Free Destiny, and between September and November 2005, for the Free Envoy . FreeSeas anticipates that it will also, from time to time, employ its vessels in the spot charter market (through voyage charters and trip time charters), which generally last up to 90 days.

Principal Factors Affecting FreeSeas’ Business

The principal factors that affect the financial position, results of operations and cash flows of FreeSeas include the following:



	•	Number of vessels owned and operated;



	•	Charter market rates, which reached historic highs earlier in 2005 and have since decreased somewhat, and periods of charterhire;



	•	Vessel operating expenses and voyage costs, which are incurred in both U.S. Dollars and other currencies, primarily Euros;



	•	Depreciation expenses, which are a function of the cost, any significant post-acquisition improvements, estimated useful lives and estimated residual scrap values of FreeSeas’ vessels;



	•	Financing costs related to the indebtedness incurred by FreeSeas, which totaled $13,716,000 as of December 31, 2004; and



	•	Fluctuations in foreign exchange rates.

Acquisition of Vessels

From time to time as opportunities arise, FreeSeas intends to acquire additional drybulk carriers. Vessels are generally acquired free of charter, and FreeSeas usually enters into a new charter contract with drydockings or special or intermediate surveys. The shipping industry uses income days (also referred to as “voyage” or “available” days) to measure the number of days in a period during which vessels actually generate revenues.

a customer that commences upon delivery of possession of the vessel to FreeSeas. However, FreeSeas may in the future acquire some vessels with time charters.

FreeSeas anticipates that it would finance approximately two-thirds or more of the purchase price for any new vessel with debt financing, with the remainder of the purchase price to be provided by the

FreeSeas Shareholders or, after the consummation of the merger, funded from its available working capital. If any additional vessels are purchased prior to the completion of the merger, FreeSeas anticipates that its shareholders would be repaid from working capital for any portion of the vessel purchase price provided by them. There can be no assurances that FreeSeas will be able to identify additional vessels for acquisition or that FreeSeas will be able to acquire additional vessels on acceptable terms.

Consistent with shipping industry practice, FreeSeas treats the acquisition of a vessel (whether acquired with or without a charter) as the acquisition of an asset rather than a business. When FreeSeas acquires a vessel, it conducts, also consistent with shipping industry practice, an inspection of the physical condition of the vessel and an examination of the pertinent classification society records. FreeSeas does not obtain any historical operating data for the vessel from the seller. It does not consider that information material to its decision on acquiring the vessel.

Most vessels are sold pursuant to a standard agreement that, among other things, provides the buyer with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does not give the buyer the right to inspect the historical operating data of the vessel.

Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. Upon the change in ownership, the technical management agreement between the seller’s technical manager and the seller is automatically terminated and the vessel’s trading certificates are evoked by its flag state.

It is rare in the shipping industry for the last charterer of a vessel from a seller to continue as the first charterer of the vessel from the buyer. Where a vessel has been under a voyage charter, the seller delivers the vessel free of charter to the buyer. When a vessel is under time charter and the buyer wishes to assume that charter, the buyer cannot acquire the vessel without the charterer’s consent and an agreement between the buyer and the charterer for the buyer to assume the charter. The purchase of a vessel does not in itself transfer the charter because the charter is a separate service agreement between the former vessel owner and the charterer.

When FreeSeas acquires a vessel and wants to assume or renegotiate a related time charter, it must take the following steps:



	•	Obtain the charterer’s consent to FreeSeas as the new owner;



	•	Obtain the charterer’s consent to a new technical manager;



	•	Obtain the charterer’s consent to a new flag for the vessel, if applicable;



	•	Arrange for a new crew for the vessel;



	•	Replace all hired equipment on board the vessel, such as gas cylinders and communication equipment;



	•	Negotiate and enter into new insurance contracts for the vessel through its own insurance brokers;



	•	Register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;



	•	Implement a new planned maintenance program for the vessel; and



	•	Ensure that the new technical manager obtains new certificates of compliance with the safety and vessel security regulations of the flag state.

FreeSeas’ business is comprised of the following primary parts:



	•	Employment and operation of its drybulk carriers; and



	•	Management of the financial, general and administrative elements involved in the ownership and operation of its drybulk vessels.

The employment and operation of FreeSeas’ vessels involve the following activities:



	•	Vessel maintenance and repair;



	•	Crew selection and training;



	•	Vessel spares and stores supply;



	•	Contingency response planning;



	•	Onboard safety procedures auditing;



	•	Accounting;



	•	Vessel insurance arrangement;



	•	Vessel chartering;



	•	Vessel hire management;



	•	Vessel surveying; and



	•	Vessel performance monitoring.

Important Factors Affecting FreeSeas’ Results of Operations

FreeSeas believes that the important measures for analyzing trends in the results of its operations consist of the following:



	•	Owned days. FreeSeas defines “owned days” (also referred to as “calendar” days) as the total number of days in a period during which each vessel in its fleet was in its possession, including offhire days associated with major repairs, drydockings or special or intermediate surveys. Owned days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses that FreeSeas records during that period.



	•	Income days. FreeSeas defines “income days” as the total number of days in a period during which each vessel in its fleet was in its possession, net of offhire days associated with major repairs, drydockings or special or intermediate surveys. The shipping industry uses income days (also referred to as “voyage” or “available” days) to measure the number of days in a period during which vessels actually generate revenues.



	•	Fleet utilization. FreeSeas calculates fleet utilization by dividing the number of its voyage days during a period by the number of calendar days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are offhire for reasons such as scheduled repairs, vessel upgrades or drydockings and other surveys.



	•	Spot charter rates. Spot charter rates are volatile and fluctuate on a seasonal and year-to-year basis. The fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes.

Voyage Revenues

FreeSeas’ voyage revenues are driven primarily by the number of vessels in its fleet, the number of income days during which its vessels generate revenues, and the amount of daily charterhire that its vessels

earn under charters, including FreeSeas’ ability to negotiate favorable profit-sharing arrangements. These, in turn, are affected by a number of factors, including the following:



	•	FreeSeas’ ability to acquire additional vessels;



	•	The nature and duration of its charters;



	•	Its decisions regarding vessel acquisitions and sales;



	•	The amount of time that FreeSeas spends positioning its vessels;



	•	The amount of time that its vessels spend in drydock undergoing repairs;



	•	Maintenance and upgrade work;



	•	The age, condition and specifications of its vessels;



	•	The levels of supply and demand in the drybulk carrier transportation market; and



	•	Other factors affecting charter rates for drybulk carriers.

A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under spot market voyage charters, FreeSeas pays voyage expenses such as port, canal and fuel costs. A spot trip time charter and a period time charter are generally contracts to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses. Under both types of charters, FreeSeas pays for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. Under FreeSeas’ current charters, however, FreeSeas has also negotiated for a 25% profit sharing arrangement with the charterers, which FreeSeas believes allows it to mitigate some of the risk that it may not benefit from subsequent overall increases in market charter rates. FreeSeas is also responsible for each vessel’s drydocking and intermediate and special survey costs.

Vessels operating on period time charters, such as FreeSeas’ two vessels under their current charters, provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market during periods characterized by favorable market conditions. FreeSeas has attempted to address this risk while also taking advantage of increases in profitability in the drybulk market generally by negotiating for 25% profit sharing arrangements in each of its current period time charters for M/V Free Destiny and M/V Free Envoy , which provide for potential revenues above the fixed time charter rates.

Vessels operating in the spot charter market generate revenues that are less predictable, but may enable FreeSeas to capture increased profit margins during periods of improvements in drybulk rates. FreeSeas would also be exposed to the risk of declining drybulk rates, however, which may have a materially adverse impact on its financial performance. If FreeSeas fixes vessels on period time charters and is not able to negotiate profit sharing arrangements, future spot market rates may be higher or lower than those rates at which FreeSeas has period time chartered its vessels. FreeSeas will evaluate its opportunities to employ its vessels on spot or period time charters, depending on whether it can obtain contract terms that satisfy its criteria.

A standard maritime industry performance measure is the “daily time charter equivalent” or “daily TCE.” Daily TCE revenues are voyage revenues minus voyage expenses divided by the number of income days during the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and that would otherwise be paid by a charterer under a time charter, as well as commissions. FreeSeas believes that the daily TCE neutralizes the variability created by unique costs associated with particular voyages or the employment of drybulk carriers on time charter or on the spot market and presents a more accurate representation of the revenues generated by its drybulk carriers. FreeSeas’ average daily TCE rate for 2004 was $10,740 reflecting only its fixed charter rates, and was $11,911 reflecting its fixed charter rates and its profit-sharing arrangements.

FreeSeas negotiated a 25% profit-sharing arrangement in each of the time charters for the M/V Free Envoy and the M/V Free Destiny . FreeSeas receives 25% of the net amount generated by the charterer

over the base rate that the charterer pays to FreeSeas. Payment to FreeSeas of its share of the profits occurs every 180 days or at the end of a voyage, whichever occurs earlier, during the term of the charter. Actual and final figures are computed, and any adjustments in the payments made, occur within 30 days of vessel redelivery. FreeSeas received revenue of $295,000 during 2004 and $451,000 for the first calendar quarter of 2005 from the charterer of the two vessels. The profit-sharing arrangement do not impose any monetary or non-monetary obligation upon FreeSeas.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. FreeSeas’ vessel operating expenses, which generally represent fixed costs, will increase if FreeSeas increases the number of vessels in its fleet. Other factors beyond FreeSeas’ control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for insurance, may also cause these expenses to increase.

Depreciation

FreeSeas depreciates its drybulk carriers on a straight-line basis over their estimated useful lives, which FreeSeas currently estimates to be 27 years from the date of their initial delivery from the shipyard for financial statement purposes (see “Liquidity and Capital Resources” for a discussion of the factors affecting the actual useful lives of FreeSeas’ drybulk carriers). Depreciation is based on cost less the estimated residual value. FreeSeas capitalizes the total costs associated with a drydocking and amortizes these costs on a straight-line basis over the period before the next drydocking becomes due, which is typically 24 to 36 months. Regulations or incidents may change the estimated dates of next drydockings.

Revenues and Expenses

Revenues — Voyage revenues totaled $2,535,000 for the period from the commencement of FreeSeas’ operations through December 31, 2004. FreeSeas’ current charters expire during the third and fourth quarters of 2005. FreeSeas has not negotiated new charters for its vessels, and the charter rates and terms that FreeSeas is able to negotiate will depend on the then-prevailing market conditions in the drybulk shipping industry. FreeSeas also had revenues of $295,000 for the period from the commencement of operations thought December 31, 2004, representing the profit-sharing portion of FreeSeas’ charters.

Vessel Operating Expenses — Vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, totaled $802,000 for 2004. Daily vessel operating expenses per vessel were $3,287 for 2004.

Management Fees — Management fees for 2004 totaled $180,000, which represented the fees paid to FreeSeas affiliate, Free Bulkers, for the management of FreeSeas’ vessels. Pursuant to the management agreements related to each of its current vessels, FreeSeas pays Free Bulkers a monthly management fee of $15,000 per vessel. FreeSeas has also agreed to pay Free Bulkers a fee equal to 1 ¹ / 4 % of gross freight or hire collected from the employment of FreeSeas’ vessels and a 1% commission on the gross purchase price of any new vessels acquired or the gross sales price of any vessel sold by FreeSeas with the assistance of Free Bulkers. In addition, FreeSeas reimburses at cost the travel and other personnel expenses of the Free Bulkers staff, including the per diem paid by Free Bulkers to its staff, when they are required to attend FreeSeas’ vessels at port. These agreements have no specified termination date. FreeSeas anticipates that Free Bulkers would manage any additional vessels that FreeSeas may acquire in the future on comparable terms. FreeSeas believes that the management fees paid to Free Bulkers are comparable to those charged by unaffiliated management companies.

Commissions and General And Administrative Expenses — Commissions paid during 2004 totaled $127,000 and reflected chartering commissions paid to unaffiliated third parties in connection with the

chartering of its vessels. General and administrative expenses, which included, among other things, safety code compliance expenses, travel expenses and communications expenses, totaled $34,000 for 2004.

As a result of the proposed merger with Trinity and FreeSeas becoming subject to the U.S. securities laws applicable to publicly traded companies, FreeSeas currently expect that its administrative expense will increase by approximately $1.2 million to $1.5 million per year. These additional expenses will reflect, among other things, the salaries and benefits for additional employees, directors’ fees for its increased number of directors, auditing, legal and compliance fees and expenses, and directors’ and officers’ liability insurance premiums.

Depreciation and Amortization — For 2004, depreciation expense totaled $872,000 and amortization of drydockings and special survey costs totaled $109,000. FreeSeas currently intends to acquire additional vessels in 2005, and, if it is able to do so, these expenses will increase.

Financing Costs — FreeSeas’ finance costs for 2004 totaled $240,000, representing the fees incurred and interest paid in connection with FreeSeas’ bank loans for its vessels. These expenses would increase in 2005 to the extent FreeSeas uses bank financing for any vessels that it may acquire.

Net Income — Net income for 2004 totaled $470,000.

Liquidity and Capital Resources

FreeSeas believes that its current cash balance as well as operating cash flows will be sufficient to meet its liquidity needs for its existing two vessels for the next two to three years assuming the charter market does not deteriorate to the low rate environment that prevailed subsequent to the Asian financial crisis in 1998 and 1999. FreeSeas expects that charter rates will decrease somewhat beginning in the second quarter of 2005 as a result of the usual summer slowdown in activity. But two of its vessels are under time charters through the summer and the revenues that they generate during the summer months will not be affected by that decline. If FreeSeas does acquire additional vessels, it will rely on new debt, the working capital available to it following consummation of the merger, proceeds from possible future offerings, and revenues from operations to meet its liquidity needs going forward.

The M/V FreeDestiny and the M/V Free Envoy , FreeSeas’ two drybulk carriers, are 23 and 21 years old, respectively. For financial statement purposes, FreeSeas’ uses an estimated useful life for a vessel of 27 years. However, economics, rather than a set number of years, determines the actual useful life of a vessel. As a vessel ages, the maintenance costs rise particularly with respect to the cost of savings. So long as the revenue generated by the vessel sufficiently exceeds its maintenance costs, the vessel will remain in use. If the revenue generated or expected future revenue does not sufficiently exceed the maintenance costs, or if the maintenance costs exceed the revenue generated or expected future revenue, then the vessel owner usually sells the vessel for scrap.

The next special survey of the M/V FreeDestiny is scheduled to occur at the end of August 2007, when the vessel will be 25 years old. The next special survey of the M/V Free Envoy is scheduled to occur at the end of August 2008, when the vessel is 24 years old. If those special surveys of the respective vessels don’t require FreeSeas to make extensive capital outlays to keep the vessels operating, then the two vessels should continue in use of another two-and-a-half years after the respective special surveys.

Cash Flows

Net Cash From Operating Activities — Net cash from operating activities totaled $1,246,000 during 2004, reflecting FreeSeas’ commencement of operations during the year. The net cash from operating activities primarily represent cash received from customers offset by payments made for operating activities including payments made for dry-docking and special survey costs.

Net Cash Used In Investing Activities — Net cash used in investing activities totaled $17,460,000 during 2004, which reflects the acquisition costs for FreeSeas’ two vessels. If FreeSeas is able to acquire additional vessels during 2005, its cash outlays will increase further.

Net Cash from Financing Activities — Net cash from financing activities totaled $16,675,000 during 2004, reflecting the proceeds of FreeSeas’ bank loans, loans from its shareholders, and shareholders’ contributions, which were offset by principal repayments of its long-term debt and its loans from its shareholders. FreeSeas currently expects to use additional bank financing for any possible acquisitions of additional vessels during 2005. Any amounts not financed with bank debt would be paid through additional loans from its shareholders, if prior to the merger, and would be paid from working capital, if after the merger.

As of December 31, 2004, FreeSeas had two outstanding loans constituting long-term debt with a combined outstanding balance of $10,150,000. These loans mature in 2008 and 2007. FreeSeas also had outstanding as of December 31, 2004, $3,566,000 in the aggregate in loans from its shareholders, the proceeds of which were also used to acquire its vessels. These loans are interest-free and were modified in April 2005 to provide for a repayment schedule of eight equal quarterly installments of $250,000 each in 2006 and 2007, with balloon payments of the balance due on each loan on January 1, 2008. Before the April 2005 modifications, the loans were repayable from time to time based on FreeSeas’ available cash flow, and matured on the earlier of the sale date of the applicable vessel or on December 31, 2006. FreeSeas made a payment of $200,000 on the loans in the first quarter of 2005.

Off-Balance Sheet Arrangements

As of December 31, 2004, FreeSeas did not have any off-balance arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC.

Contractual Obligations and Contingencies

Significant existing contractual obligations and contingencies consist of the obligations of FreeSeas’ vessel-owning subsidiaries as borrowers of loans to finance the purchase of FreeSeas’ vessels.

Long-Term Financial Obligations

The following table sets out long-term financial obligations outstanding as of December 31, 2004:


	Loans

Year ended	Free		Free		Related
December 31,	Destiny		Envoy		Parties(1)		Total

2005	$	1,700,000	$	1,700,000	$	200,000	$	3,600,000
2006		1,541,667		1,700,000		1,000,000		4,241,667
2007		1,066,668		2,175,000		1,000,000		4,241,668
2008		266,665		—		1,366,000		1,632,665

TOTAL	$	4,575,000	$	5,575,000	$	3,566,000	$	13,716,000


(1)	Repayment schedule reflects change in payment terms made in April 2005 and the payment made in the first quarter of 2005.

The scheduled quarterly principal payments during 2005 for outstanding long-term debt equal $425,000 for each loan per quarter.

Quantitative and Qualitative Disclosure of Market Risk


	Interest Rate Fluctuation

The international drybulk industry is a capital intensive industry, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. FreeSeas’ debt usually contains interest rates that fluctuate with LIBOR. Increasing interest rates could adversely impact future earnings.

FreeSeas’ interest expense is affected by changes in the general level of interest rates. As an indication of the extent of FreeSeas’ sensitivity to interest rate changes, an increase of 100 basis points would have decreased FreeSeas’ net income and cash flows in the current year by approximately $27,500 based upon FreeSeas’ debt level during the period in 2004 during which FreeSeas had debt outstanding.

The following table sets forth the sensitivity of loan A in U.S. dollars to a 100-basis-point increase in LIBOR during the next five years on the same basis.


Year	Amount

2005	$	39,500
2006	$	22,300
2007	$	9,200
2008	$	650

The following table sets forth the sensitivity of loan B in U.S. dollars to a 100-basis-point increase in LIBOR during the next five years on the same basis.


Year	Amount

2005	$	49,500
2006	$	32,000
2007	$	15,500

Foreign Exchange Rate Risk

FreeSeas generates all of its revenues in U.S. dollars, but incurs approximately 20% of its expenses in currencies other than U.S. dollars. For accounting purposes, expenses incurred in Euros are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. At December 31, 2004, approximately 20% of FreeSeas’ outstanding accounts payable was denominated in currencies other than the U.S. dollar (mainly in the Euro).

Critical Accounting Policies

The discussion and analysis of FreeSeas’ financial condition and results of operations is based upon FreeSeas’ consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of those financial statements requires FreeSeas to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. FreeSeas has described

below what it believes are its most critical accounting policies that involve a high degree of judgment and the methods of their application. For a description of all of FreeSeas’ significant accounting policies, see Note 2 to its consolidated financial statements.

Impairment of long-lived assets. FreeSeas evaluates the carrying amounts and periods over which long-lived assets are depreciated to determine if events or changes in circumstances have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, FreeSeas reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions. FreeSeas determines undiscounted projected net operating cash flows for each vessel and compares it to the vessel carrying value. In the event that impairment occurred, FreeSeas would determine the fair value of the related asset and FreeSeas records a charge to operations calculated by comparing the asset’s carrying value to the estimated fair market value. FreeSeas estimates fair market value primarily through the use of third-party valuations performed on an individual vessel basis.

Depreciation. FreeSeas records the value of its vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulate depreciation. FreeSeas depreciates each of its vessels on a straight-line basis over its estimated useful life, estimated to be 27 years from date of initial delivery from the shipyard. FreeSeas believes that a 27-year depreciable life is consistent with that of other shipping companies. Depreciation is based on cost less the estimated residual scrap value. Furthermore, FreeSeas estimates the residual values of its vessels to be $150 per lightweight ton, which FreeSeas believes is common in the shipping industry. An increase in the useful life of the vessel or in the residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge. See “Liquidity and Capital Resources” for a discussion of the factors affecting the actual useful lives of FreeSeas’ vessels. However, when regulations place limitations on the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is adjusted to end at the date such regulations become effective.

Deferred drydock and special survey costs. FreeSeas’ vessels are required to be drydocked approximately twice in any 60 month period for major repairs and maintenance that cannot be performed while the vessels are operating. The vessels are required to undergo special surveys every 60 months that occasionally coincide with drydocking due dates, in which case the procedures are combined in a cost efficient-manner.

FreeSeas capitalizes the costs associated with drydockings as they occur and amortizes these costs on a straight line basis over the period between drydockings. Cost capitalized as part of the drydocking include actual costs incurred at the drydock yard; cost of fuel consumed between the vessel’s last discharge port prior to the drydocking and the time he vessel leaves the drydock yard; cost of hiring riding crews to effect repairs on a vessel and parts used in making such repairs that are reasonably made in anticipation of reducing the duration or costs of the drydocking’ cost of travel, lodging and subsistence of FreeSeas personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee a drydocking. FreeSeas believes that these criteria are consistent with U.S. GAAP guidelines and industry practice and that its policy of capitalization reflects the economics and market values of the vessels.

FreeSeas follows the deferral method of accounting for special survey and drydocking costs, whereby actual costs incurred are deferred and amortized over a period of 60 and approximately 30 months, respectively.

Financing costs. Fees incurred for obtaining new loans are deferred and amortized over the loans’ respective repayment periods, using the effective interest rate method. These charges are included in the balance sheet line item “Deferred Charges.” Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period during which the repayment or refinancing occurs, if the refinancing is deemed to be a debt extinguishment under EITF 96-19.

Accounting for revenues and expenses. Revenues and expenses resulting from each time charter are accounted for on an accrual basis. Time charter revenues are recognized on a straight-line basis over the rental periods of such signed charter agreements, as service is performed, except for loss generating time charters, in which case the loss is recognized in the period when such loss is determined. Time charter revenues received in advance is recorded as a liability until charter service is rendered.

Vessel operating expenses are accounted for on an accrual basis. Certain vessel operating expenses payable by the Company are estimated and accrued at period end.

The Company has entered into a profit sharing arrangement with the charterer, whereby the Company may receive additional income of 25% of net earnings earned by the charterer, where those earnings are over the base rate of hire, to be settled periodically, during the term of the charter agreement. Revenue generated from profit sharing arrangements are recognized based on the amounts settled for a respective period.

Repairs and maintenance. All repair and maintenance expenses, including major overhauling and underwater inspection expenses, are charged against income in the year incurred and are included in vessel operating expenses in FreeSeas’ consolidated statement of operations.

DESCRIPTION OF FREESEAS SECURITIES

Trinity stockholders who receive shares of FreeSeas in the Merger will become shareholders of FreeSeas. FreeSeas is a corporation organized under the laws of the Republic of the Marshall Islands and is subject to the provisions of Marshall Islands law. Given below is a summary of the material features of the FreeSeas shares. This summary is not a complete discussion of the charter documents and other instruments of FreeSeas that create the rights of its shareholders. You are urged to read carefully those documents and instruments. Please see “Where You Can Find Additional Information” for information on how to obtain copies of those documents and instruments.

FreeSeas’ authorized capital stock consists of 40,000,000 shares of common stock, par value, $.001 per share, of which 4,500,000 shares are issued and outstanding and 5,000,000 shares of blank check preferred stock, par value, $.001 per share, none of which are outstanding. All of FreeSeas’ shares of stock must be in registered form.

Common Stock

As of the date of this joint proxy statement/ prospectus, FreeSeas has 4,500,000 shares of common stock outstanding out of 40,000,000 shares authorized to be issued. Upon consummation of the Merger, FreeSeas will have outstanding anywhere from 6,282,600 to 5,983,749 shares of common stock, depending on whether any Trinity shareholders exercise their rights to convert Trinity Capital Stock into cash. In addition, FreeSeas will have 5,017,500 shares of common stock reserved for issuance upon the exercise of various options and warrants. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by FreeSeas’ Board of Directors out of funds legally available for dividends. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of FreeSeas’ securities. All outstanding shares of common stock are, and the shares to be issued in the merger when issued will be, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which FreeSeas may issue in the future.

Preferred Stock

As of the date of this joint proxy statement/prospectus, FreeSeas is authorized to issue up to 5,000,000 shares of “blank check” preferred stock. FreeSeas’ Board of Directors can determine the rights,

designations and preferences of the preferred, and authorize the issuance of shares of preferred stock without any further vote or action by FreeSeas’ shareholders.

Other Securities

Class W Warrants and Class Z Warrants. In connection with Trinity’s initial public offering, Trinity issued two classes of warrants, Class W warrants and Class Z warrants. Pursuant to the Merger, the warrant holders’ rights to purchase Trinity common stock will convert into rights to purchase FreeSeas common stock. Each Class W warrant entitles the holder to purchase one share of FreeSeas common stock at an exercise price of $5.00 per share, commencing on the later of July 29, 2005 or the date of consummation of the Merger. The Class W warrants will expire on July 29, 2009, or earlier upon redemption. Each Class Z warrant entitles the holder to purchase from FreeSeas one share of common stock at an exercise price of $5.00 per share, commencing on the later of July 29, 2005 or the date of consummation of the Merger. The Class Z warrants will expire on July 29, 2011, or earlier upon redemption. FreeSeas may redeem the outstanding Class W warrants and/or Class Z warrants with the prior consent of HCFP, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sale price of FreeSeas’ common stock equals or exceeds $7.50 per share for a Class W warrant or $8.75 per share for a Class Z warrant for any 20 trading days within a 30-trading-day period ending three business days before FreeSeas sends the notice of redemption.

Class A Warrants. FreeSeas has issued to its current shareholders warrants to purchase an aggregate of 200,000 shares of its common stock at an exercise price of $5.00 per share. The warrants become exercisable on the later of July 29, 2005, or consummation of the Merger. The warrants will expire on July 29, 2011. The warrants are not callable.

Purchase Option. Upon the consummation of the Merger, FreeSeas will assume Trinity’s obligations under the purchase option sold to HCFP, the representative of the underwriters in Trinity’s initial public offering. Under that purchase option, HCFP has the right to purchase up to 12,500 Series A Units at a price of $17.325 per unit and up to 65,000 Series B Units at a price of $16.665 per unit. Each Series A Unit will consist of 25,000 shares of FreeSeas’ common stock, 62,500 Class W warrants and 62,500 Class Z warrants. Each Series B Unit will consist of 130,000 shares of FreeSeas’ common stock, 65,000 Class W warrants and 65,000 Class Z warrants. The purchase option expires on July 29, 2009.

Employee Options. Pursuant to its 2005 Stock Incentive Plan, FreeSeas is granting to its executive officers in connection with their employment with FreeSeas options to purchase a total of 750,000 shares of its common stock. The options vest at a rate of ¹ / 3 per year, with the initial ¹ / 3 vesting upon signing the employment agreement, the second ¹ / 3 vested on the first anniversary of the employment agreement, and the final ¹ / 3 vesting on the second anniversary of the employment agreement. The options entitle the holders to purchase shares of FreeSeas’ common stock at an exercise price of $5.00 per share and each portion vested is exercisable for five years from the date of vesting.

2005 Stock Incentive Plan

FreeSeas’ 2005 Stock Incentive Plan (the “Plan”) became effective on April 26, 2005, for the purpose of furthering the long-term stability, continuing growth and financial success of the Company by retaining and attracting key employees, officers and directors through the use of stock incentives. Awards may be granted under the Plan in the form of incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, unrestricted stock, restricted stock units and performance shares. An aggregate of 1,000,000 shares of the Company’s Common Stock are reserved for issuance under the Plan.

All officers, directors and executive, managerial, administrative and professional employees of the Company (“Key Persons”) are eligible to receive awards under the Plan. The Board of Directors of FreeSeas shall have the power and complete discretion, as provided in Section 15 of the Plan, to select which Key Persons shall receive awards and to determine for each such Key Person the terms, conditions

and nature of the award, and the number of shares to be allocated to each Participant as part of each award.

Anti-Takeover Provisions of Amended and Restated Articles of Incorporation

Several provisions of FreeSeas’ Amended and Restated Articles of Incorporation and Amended and Restated By-laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen FreeSeas’ vulnerability to a hostile change of control and enhance the ability of its Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire FreeSeas. However, these anti-takeover provisions, summarized below, could also discourage, delay or prevent (1) the merger or acquisition of FreeSeas by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent directors and officers.

Blank Check Preferred Stock. FreeSeas’s Board of Directors has the authority, without any further vote or action by the shareholders of FreeSeas, to issue up to 5,000,000 shares of blank check preferred stock. The Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of FreeSeas or the removal of its management.

Classified Board of Directors. Directors of FreeSeas serve staggered, three-year terms. Approximately one-third of its directors are elected each year. The classification of the directors could discourage a third party from making a tender offer for FreeSeas’ stock or attempting to obtain control of FreeSeas. It could also delay shareholders who do not agree with the policies of the Board of Directors from removing a majority of the Board of Directors for two years.

Supermajority Director Voting Requirement to Change Number of Directors. The Board of Directors may only change the size of the Board by a vote of not less than 66 ² / 3 % of the directors then in office. This provision makes it more difficult to increase the number of directors in an attempt to gain a majority of directors through the addition of more directors.

Election and Removal of Directors. Cumulative voting in the election of directors is not permitted. FreeSeas’ Amended and Restated By-laws require parties other than the Board of Directors to give advance written notice of nominations for the election of directors. Its Amended and Restated Articles of Incorporation provide that directors may be removed only for cause and only upon the affirmative vote of either the holders of at least 66 ² / 3 % of FreeSeas’ issued and outstanding voting stock or at least 80% of the directors then in office, other than the director whose removal is being sought. They also require advance written notice of any proposals by shareholders to remove a director. These provisions may discourage, delay or prevent the removal of incumbent directors and/or officers.

Limited Actions by Shareholders. The BCA provides that any action required or permitted to be taken by the shareholders of FreeSeas must be done at an annual meeting or special meeting of shareholders or by the unanimous written consent of the shareholders. FreeSeas’ By-laws provide that only the Board of Directors, the Chairman or the President may call special meetings of shareholders. The BCA provides that the business that can be transacted at a special meeting of shareholder must be related to the purpose or purposes stated in the notice of the meeting.

Other Supermajority Voting Requirements. The shareholders of FreeSeas can make, alter, amend or repeal By-laws of FreeSeas only upon the affirmative vote of 66 ² / 3 % of the outstanding shares of capital stock entitled to vote generally in the election of directors. The provisions of the Amended and Restated Articles of Incorporation with respect to directors and By-laws can only be amended by the affirmative vote of 66 ² / 3 % of the outstanding shares of capital stock entitled to vote generally in the election of directors. Such supermajority voting requirements make these provisions more difficult to change and thus may discourage, delay or prevent the removal of incumbent directors and/or officers.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by FreeSeas with respect to its common stock to a U.S. Holder will generally constitute dividends, which may

be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of FreeSeas’ current or accumulated earnings and profits, as determined under United States of America federal income tax principles. Distributions in excess of FreeSeas’ earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his common stock on a dollar-for-dollar basis and thereafter as capital gain. Because FreeSeas is not a United States corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from FreeSeas. Dividends paid with respect to FreeSeas’ common stock will generally be treated as “passive income” (or “passive category income” for taxable years beginning after December 31, 2006) or, in the case of certain types of U.S. Holders, “financial services income,” (which will be treated as “general category income” income for taxable years beginning after December 31, 2006) for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on FreeSeas’ common stock to a U.S. Holder who is an individual, trust or estate (a “U.S. Individual Holder”) should be treated as “qualified dividend income” that is taxable to such U.S. Individual Holders at preferential tax rates (through 2008) provided that (1) the common stock is readily tradable on an established securities market in the United States (such as The Nasdaq SmallCap Market on which FreeSeas’ common stock will be traded); (2) FreeSeas is not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which FreeSeas does not believe it is, has been or will be); and (3) the U.S. Individual Holder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend.” Any dividends paid by FreeSeas which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder. Legislation has been recently introduced in the U.S. Senate which, if enacted in its present form, would preclude FreeSeas’ dividends from qualifying for such preferential rates prospectively from the date of enactment.

Special rules may apply to any “extraordinary dividend” — generally, a dividend equal to or in excess of ten percent of a shareholder’s adjusted basis (or fair market value in certain circumstances) in a share of common stock — paid by FreeSeas. If FreeSeas pays an “extraordinary dividend” on its common stock that is treated as “qualified dividend income,” then any loss derived by a U.S. Individual Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend. Depending upon the amount of a dividend paid by FreeSeas, such dividend may be treated as an “extraordinary dividend.”

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW. EACH TRINITY STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO HIM OR HER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL LAW OR OTHER TAX LAWS.

DESCRIPTION OF TRINITY SECURITIES

Given below is a summary of the material features of Trinity’s securities. This summary is not a complete discussion of the certificate of incorporation and bylaws of Trinity that create the rights of its stockholders. You are urged to read carefully the certificate of incorporation and bylaws, which have been filed as exhibits to SEC reports filed by Trinity. Please see “Where You Can Find Additional Information” for information on how to obtain copies of those documents.

Common Stock and Class B Common Stock

Trinity is authorized to issue 20,000,000 shares of common stock, par value $.0001 per share, 2,000,000 shares of Class B common stock, par value $.0001 per share, and 5,000 shares of preferred stock, par value $.0001 per share. As of the date of this joint proxy statement/ prospectus, 287,600 shares

of Trinity’s common stock are outstanding, 1,495,000 shares of Trinity’s Class B common stock are outstanding and no shares of preferred stock are outstanding.

In its initial public offering, effective July 29, 2004 (closed on August 4, 2004), Trinity sold to the public 143,750 Series A Units and 747,500 Series B Units at a price of $10.50 and $10.10 per unit, respectively, inclusive of an option issued to the underwriters to purchase additional Series A Units and Series B Units, which was exercised in full. Proceeds from the initial public offering, including the exercise of the over-allotment option, totaled $8,085,653 which was net of $973,472 in underwriting and other expenses. Each Series A Unit consists of two shares of Trinity’s common stock, five Class W Warrants, and five Class Z Warrants. Each Series B Unit consists of two shares of Trinity’s Class B common stock, one Class W Warrant, and one Class Z Warrant.

A portion of the net proceeds of the offering (representing the aggregate offering price of the Series B Units) was placed in a trust fund maintained by American Stock Transfer & Trust Company, as trustee, pursuant to an agreement with American Stock Transfer & Trust Company. Trinity Class B stockholders voting against a business combination are entitled to redeem their Class B common stock for a pro rata share of the trust fund, including any interest earned on their portion of the trust fund, if the business combination is approved and completed. It is anticipated that the funds to be distributed to Class B stockholders entitled to redeem their Class B shares who elect redemption will be distributed promptly after completion of a business combination. Any Class B stockholder who redeems his or her stock into his or her share of the trust fund still has the right to exercise the Class W and Class Z Warrants that he or she received as part of the Series B Units. Trinity will not complete any business combination if Class B stockholders, owning 20% or more of the Class B shares sold in the offering, exercise their redemption rights.

An eligible Class B stockholder may request redemption at any time after the mailing to Class B stockholders of this joint proxy statement/ prospectus and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the Class B stockholder votes against the business combination and the business combination is approved and completed. Any request for redemption, once made, may be withdrawn at any time up to the date of the special meeting.

Both the Trinity common stock and Class B common stock have one vote per share. Trinity may proceed with a business combination only if the Class B stockholders who own at least a majority of the Class B shares of common stock vote in favor of the business combination and Class B stockholders owning less than 20% of the Class B shares exercise their redemption rights. If Trinity does not complete a business combination within 12 months after the completion of its initial public offering, or within 18 months if certain extension criteria have been satisfied, Trinity will distribute to all of its Class B stockholders, in proportion to their respective equity interest in Class B common stock, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, and all then outstanding shares of Class B common stock will be automatically cancelled. Holders of Trinity common stock will not be entitled to receive any of the proceeds held in the trust fund. However, any remaining net assets following the distribution of the trust fund will be available for use by Trinity.

Trinity stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that Class B stockholders have the right to have their shares of Class B common stock redeemed for cash equal to their pro rata share of the trust fund if they vote against the business combination and the business combination is approved and completed. Trinity Class B stockholders who redeem their stock for their respective shares of the trust fund still have the right to exercise the warrants that they received as part of the Series B Units.

Warrants

Each Class W Warrant entitles the holder to purchase from Trinity one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion

of a business combination with a target business, or the distribution of the trust fund to the Class B stockholders. The Class W Warrants will expire on July 29, 2009 or earlier upon redemption.

Each Class Z Warrant entitles the holder to purchase from Trinity one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29 , 2005 or (b) the earlier of the completion of a business combination with a target business, or the distribution of the trust fund to the Class B stockholders. The Class Z Warrants will expire on July 29, 2011 or earlier upon redemption.

Trinity may redeem the outstanding Class W Warrants and/or Class Z Warrants with the prior consent of HCFP, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of Trinity’s common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30-trading-day period ending three business days before Trinity sends the notice of redemption.

Preferred Stock

Trinity’s certificate of incorporation authorizes the issuance of 5,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by Trinity’s Board of Directors. No shares of preferred stock have been issued. Accordingly, Trinity’s Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits Trinity, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust fund, or which votes as a class with the Class B common stock on a business combination. Trinity is not issuing any preferred stock to effect the merger with FreeSeas.

Purchase Option

As part of its initial public offering, Trinity sold to HCFP for $100, an option to purchase up to a total of 12,500 additional Series A Units and/or 65,000 additional Series B Units. The Series A Units and Series B Units issuable upon exercise of this option are identical to those in the initial public offering, except that the exercise price of the warrants included in the units is $5.50 per share (110% of the exercise price of the warrants included in the units sold to the public) and the Class Z Warrants are exercisable by HCFP for a period of only five years from the date of the initial public offering. The option is exercisable at $17.325 per Series A Unit and $16.665 per Series B Unit commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion of a business combination with a target business, or the distribution of the trust fund to the Class B stockholders, and expires on July 29, 2009. The estimated fair value of this purchase option of approximately $225,000 was charged to stockholders’ equity as a direct cost of the initial public offering.

Trinity’s Transfer Agent and Warrant Agent

The transfer agent for Trinity’s securities and warrant agent for its warrants is American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038.

COMPARISON OF TRINITY AND FREESEAS STOCKHOLDER RIGHTS

In the Merger, shares of Trinity Capital Stock will be converted into FreeSeas shares and the stockholders of Trinity will become shareholders of FreeSeas. Trinity is a Delaware corporation. The rights of its stockholders derive from Trinity’s certificate of incorporation and bylaws and from the DGCL. FreeSeas is a Marshall Islands corporation. The rights of its shareholders derive from FreeSeas’ articles of incorporation and by-laws and from the BCA.

The following is a comparison of certain rights of Trinity stockholders and FreeSeas shareholders. Certain significant differences in the rights of Trinity stockholders and those of FreeSeas shareholders arise

from differing provisions of Trinity’s and FreeSeas’ respective governing corporate instruments. The following summary does not purport to be a complete statement of the provisions affecting, and differences between, the rights of Trinity stockholders and those of FreeSeas shareholders. The identification of specific provisions or differences is not meant to indicate that other equally or more significant differences do not exist. This summary is qualified in its entirety by reference to the DGCL and the BCA and to the respective governing corporate instruments of Trinity and FreeSeas, to which stockholders are referred.

Authorized Capital Stock

Trinity. Trinity is authorized to issue 22,005,000 shares of capital stock, consisting of three classes, each with a par value of $0.0001 per share: (i) 20,000,000 shares of common stock; (ii) 2,000,000 shares of Class B common stock; and (iii) 5,000 shares of preferred stock. As of the date of this joint proxy statement/ prospectus, 287,600 of the 20,000,000 shares of common stock are issued and outstanding, 1,495,000 of the 2,000,000 shares of Class B common stock are issued and outstanding and none of the 5,000 shares of preferred stock are issued and outstanding. Trinity’s certificate of incorporation does not provide that stockholders have a preemptive right to acquire any authorized and unissued shares of Trinity stock.

Under Trinity’s certificate of incorporation, each stockholder is entitled to one vote for each share of stock owned, however, only the holders of Class B common stock are entitled to one vote for each share of Class B common stock in connection with a business combination, which is defined as the acquisition by Trinity, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of an operating business. Under Trinity’s bylaws, a majority of Trinity’s outstanding shares entitled to vote, represented in person or by proxy, constitutes a quorum. A majority of the shares represented and entitled to vote at a meeting of stockholders is sufficient to take action on a matter, unless otherwise provided by applicable law, the articles of incorporation or bylaws. As allowed under Delaware law, action required or permitted to be taken at a stockholders’ meeting may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by those persons who would be entitled to vote at a meeting those shares having voting power to cast at least the minimum number of votes necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted.

FreeSeas. FreeSeas is authorized to issue 40,000,000 registered shares of common stock, par value US $.001 per share, and 5,000,000 registered shares of preferred stock, par value US $.001 per share. As of the date of this joint proxy statement/ prospectus, FreeSeas has 4,500,000 shares of common stock and no shares of preferred stock issued and outstanding. Upon consummation of the merger, FreeSeas will have outstanding anywhere from 6,282,600 to 5,983,749 shares of common stock, depending on whether any Trinity shareholders exercise their rights to convert Trinity Capital Stock into cash. In addition, FreeSeas will have 5,017,500 shares of common stock reserved for issuance upon the exercise of various options and warrants. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by FreeSeas’ Board of Directors out of funds legally available for dividends. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of FreeSeas’ securities. All outstanding shares of common stock are, and the shares to be issued in the merger when issued will be, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which FreeSeas may issue in the future.

As of the date of this joint proxy statement/ prospectus, FreeSeas is authorized to issue up to 5,000,000 registered shares of blank check preferred stock. FreeSeas’ Board of Directors can determine the rights, designations and preferences of the preferred stock and authorize the issuance of shares of preferred stock, without any further vote or action by FreeSeas’ shareholders.

Board of Directors.

Trinity. Under the DGCL, the certificate of incorporation, an initial bylaw or a bylaw adopted by the stockholders of a Delaware corporation may create a classified board with staggered terms. A maximum of three classes of directors is allowed with members of one class elected each year for a maximum term of three years. There is no statutory requirement as to the number of directors in each class or that the number in each class be equal.

Trinity’s bylaws provide that its Board of Directors shall consist of not less than one nor more than seven members as designated from time to time by resolution of the Board. Trinity’s Board of Directors currently has four members. Directors are elected by the affirmative vote of a majority of the shares represented at the annual meeting of stockholders. Trinity’s Board of Directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.

Trinity’s certificate of incorporation and bylaws do not provide for cumulative voting for the election of directors. If any vacancy occurs in the membership of the Board of Directors, it may be filled by a vote of the majority of the remaining directors then in office. A director appointed to fill a vacancy shall be appointed for a term of office continuing until the expiration of the term of the director whose place became vacant.

FreeSeas. The Board of Directors of FreeSeas is divided into three classes that are as nearly equal in number as possible. Class A Directors initially serve until the 2006 annual meeting of shareholders, Class B Directors initially serve until the 2007 annual meeting of shareholders, and Class C Directors initially serve until the 2008 annual meeting of shareholders. At each annual meeting of shareholders after the foregoing initial terms, the directors of each class are elected for terms of three years.

The directors of FreeSeas are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. There is no provision for cumulative voting.

FreeSeas’ Board of Directors may change the number of directors by a vote of not less than 66 ² / 3 % of the directors then in office. Each director is elected to serve until his successor shall have been duly elected and qualified, except in the event of his earlier resignation, removal or death.

Special Meetings of Stockholders

Trinity. Trinity’s bylaws provide that the President, the Vice-President or the Secretary shall call a special meeting of the stockholders whenever stockholders, holding not less than a majority of all of the outstanding stock of Trinity entitled to vote at such meeting, shall make a written application. Nothing in the bylaws limits the right and power of the President, Vice-President or the directors and stockholders to require a special meeting for the election of directors pursuant to the provisions of the DGCL.

FreeSeas. A special meeting of FreeSeas’ shareholders may be called at any time by the Board, the Chairman or the President. No other person is permitted to call a special meeting of FreeSeas’ shareholders.

Mergers, Share Exchanges and Sales of Assets

Trinity. The DGCL generally requires a majority vote of the outstanding shares of the corporation entitled to vote to effectuate a merger. The certificate of incorporation of a Delaware corporation may provide for a greater vote. In addition, the vote of stockholders of the surviving corporation on a plan of merger is not required under certain circumstances.

Trinity’s certificate of incorporation provides that, in connection with a business combination, such as a merger, each outstanding share of Class B common stock shall be entitled to one vote per share of Class B common stock. A majority vote of Trinity’s outstanding Class B common stock is required for the approval of a business combination.

FreeSeas. The BCA provides that a merger in which FreeSeas is not the surviving corporation requires the affirmative vote of the holders of at least a majority of the outstanding shares of capital stock of FreeSeas entitled to vote thereon. The BCA further provides that a sale, lease, exchange or other disposition of all or substantially all the assets of FreeSeas, if not made in the usual or regular course of the business actually conducted by FreeSeas, requires the affirmative vote of the holders of at least 66 ² / 3 % of the outstanding shares of capital stock of FreeSeas entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event such authorization shall require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Dividends

Trinity. The DGCL allows the board of directors of a Delaware corporation to authorize the corporation to declare and pay dividends and other distributions to its stockholders, subject to any restrictions contained in the certificate of incorporation, either out of surplus, or, if there is no surplus, out of net profits for the current or preceding fiscal year in which the dividend is declared. However, a distribution out of net profits is not permitted if a corporation’s capital is less than the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, until the deficiency has been repaid.

Trinity’s certificate of incorporation provides that, subject to the preferential dividend rights applicable to shares of Trinity preferred stock, the holders of shares of Trinity common stock and Class B common stock shall be entitled to received only such dividends as may be declared by the Board of Directors.

FreeSeas. Declaration and payment of any dividend is subject to the discretion of FreeSeas’ Board of Directors. The timing and amount of dividend payments will be dependent upon FreeSeas’ earnings, financial condition, cash requirements and availability, restrictions in its loan agreements, the provisions of the BCA affecting the payment of distributions to shareholders and other factors. The payment of dividends is not guaranteed or assured, and may be discontinued at any time at the discretion of FreeSeas’ Board of Directors. Because FreeSeas is a holding company with no material assets other than the stock of its subsidiaries, FreeSeas’s ability to pay dividends will depend on the earnings and cash flow of its subsidiaries and their ability to pay dividends to FreeSeas. If there is a substantial decline in the drybulk charter market, such earnings would be adversely affected, thus limiting its ability to pay dividends. The BCA generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends.

Indemnification of Directors and Officers and Limitation of Liability

Trinity. The DGCL classifies indemnification as either mandatory indemnification or permissive indemnification. A Delaware corporation is required to indemnify an agent against expenses actually and reasonably incurred in an action that the agent successfully defended on the merits or otherwise.

Under the DGCL, in non-derivative third-party proceedings, a corporation may indemnify any agent who is or is threatened to be made a party to the proceeding against expenses, judgments and settlements actually and reasonably incurred in connection with a civil proceeding, provided such person acted in good faith and in a manner the person reasonably believed to be in the best interests of and not opposed to the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. Further, in actions brought on behalf of the corporation, any agent who is or is threatened to be made a party can be indemnified for expenses actually and reasonably incurred in connection with the defense or settlement of the action if the person acted in good faith and in a manner reasonably believed to be in and not opposed to the best interests of the corporation; however, indemnification is not permitted with respect to any claims in which such person has been adjudged liable to the corporation unless the appropriate court determines such person is entitled to indemnity for expenses.

Unless ordered by a court, the corporation must authorize permissive indemnification for existing directors or officers in each case by: (i) a majority vote of the disinterested directors even though less than

a quorum; (ii) a committee of disinterested directors, designated by a majority vote of such directors even though less than a quorum; (iii) independent legal counsel in a written opinion; or (iv) the stockholders. The statutory rights regarding indemnification are non-exclusive; consequently, a corporation can indemnify a litigant in circumstances not defined by the DGCL under any bylaw, agreement or otherwise.

Under the DGCL, a Delaware corporation’s certificate of incorporation may eliminate director liability for all acts except: (i) an act or omission not in good faith or that involves intentional misconduct or knowing violation of the law; (ii) a breach of the duty of loyalty; (iii) improper personal benefits; or (iv) certain unlawful distributions.

Trinity’s certificate of incorporation and bylaws provide that any director, officer, employee or agent shall be indemnified to the fullest extent authorized or permissible under Delaware law, provided that such person acted in good faith and in a manner which he believed to be in, or not opposed to, the best interests of Trinity, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In order to be indemnified, such indemnification must be ordered by a court or it must be decided by a majority vote of a quorum of the whole Trinity Board of Directors that such person met the applicable standard of conduct set forth in this paragraph.

Trinity’s certificate of incorporation provides that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided however, that nothing in the certificate of incorporation shall eliminate or limit the liability of any director (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

FreeSeas. FreeSeas’ Amended and Restated By-laws provide that any person who is or was a director or officer of FreeSeas, or is or was serving at the request of FreeSeas as a director or officer of another corporation, partnership, joint venture, trust or other enterprises shall be entitled to be indemnified by FreeSeas upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the BCA, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of FreeSeas, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling FreeSeas pursuant to the foregoing provisions, FreeSeas has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Amendments to Certificate of Incorporation and Bylaws

Trinity. Under the DGCL, in the following circumstances, a class of stockholders has the right to vote separately on an amendment to a Delaware corporation’s certificate of incorporation even if the certificate does not include such a right: (i) increasing or decreasing the aggregate number of authorized shares of the class (the right to a class vote under this circumstance may be eliminated by a provision in the certificate); (ii) increasing or decreasing the par value of the shares of the class; or (iii) changing the powers, preferences, or special rights of the shares of the class in a way that would affect them adversely. Approval by outstanding shares entitled to vote is also required. Further, a separate series vote is not required unless a series is adversely affected by an amendment in a manner different from other shares in the same class. Under the DGCL, a corporation’s certificate of incorporation also may require, for action by the board or by the holders of any class or series of voting securities, the vote of a greater number or proportion than is required by the DGCL, and the provision of the certificate of incorporation requiring such greater vote may also provide that such provision cannot be altered, amended or repealed except by such greater vote.

Trinity’s bylaws may be amended or repealed, and new bylaws may be adopted, either (i) by the affirmative vote of the holders of record of a majority of the outstanding stock of Trinity, or (ii) by the affirmative vote of a majority of the whole Board of Directors of Trinity.

FreeSeas. Generally, the BCA provides that amendment of FreeSeas’ Amended and Restated Articles of Incorporation may be authorized by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders or by written consent of all shareholders entitled to vote thereon. FreeSeas’ Amended and Restated Articles of Incorporation require the affirmative vote of the holders of at least 66 ² / 3 % of the outstanding shares of capital stock of FreeSeas to make, alter, amend or repeal FreeSeas’ Amended and Restated By-laws. FreeSeas’ Amended and Restated Articles of Incorporation also require the affirmative vote of the holders of at least 66 ² / 3 % of the outstanding shares of capital stock of FreeSeas to amend the provisions of the Amended and Restated Articles of Incorporation dealing with directors or the amendment of FreeSeas’ Amended and Restated By-laws.

CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS

FreeSeas’ corporate affairs are governed by its amended and restated articles of incorporation and amended and restated by-laws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measures such as shareholder “rights” plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we can not predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated in a United States jurisdiction that has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the DGCL relating to stockholders’ rights.


Marshall Islands		Delaware

Shareholder Meetings

• Held at a time and place as designated in the by-laws		• May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors

• May be held within or outside the Marshall Islands		• May be held within or outside Delaware

• Notice:		• Notice:

	• Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting	• Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any by which stockholders may be deemed to be present and vote at such meeting

	• A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting	• Written notice shall be given not less than 10 nor more than 60 days before the date of the meeting

Shareholders’ Voting Rights

• Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote		• Stockholders may act by written consent to elect directors

• Any person authorized to vote may authorize another person to act for him by proxy		• Any person authorized to vote may authorize another person or persons to act for him by proxy


Marshall Islands		Delaware


• Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one third of the shares entitled to vote at a meeting		• For non-stock corporations, certificate of incorporation or bylaws may specify the number of members necessary to constitute a quorum. In the absence of this, one-third of the members shall constitute a quorum

• The Articles of Incorporation may provide for cumulative voting		• For stock corporations, certificate of incorporation or bylaws may specify the number of members necessary to constitute a quorum but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. In the absence of such specifications, a majority of shares entitled to vote at the meeting shall constitute a quorum

		• The certificate of incorporation may provide for cumulative voting

Directors

• Board must consist of at least one member		• Board must consist of at least one member

• Number of members can be changed by an amendment to the by-laws, by the shareholders, or by action of the board		• Number of board members shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate

• If the board is authorized to change the number of directors, it can only do so by an absolute majority (majority of the entire board)

Dissenter’s Rights of Appraisal

• Shareholders have a right to dissent from a merger or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares		• Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation

• A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:

	• Alters or abolishes any preferential right of any outstanding shares having preference; or

	• Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or

	• Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or

	• Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class


Marshall Islands		Delaware


Shareholder’s Derivative Actions

• An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. The plaintiff must be such a holder at the time of bringing the action at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law		• In any derivative suit instituted by a stockholder of a corporation, the plaintiff must be a stockholder of the corporation at the time of the transaction of which he complains or such stockholder’s stock must have thereafter devolved upon such stockholder by operation of law

• Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort

• Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic

• Attorney’s fees may be awarded if the action is successful

• Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000

APPRAISAL RIGHTS

Under Delaware law, the holders of outstanding stock who comply with the governing statutory provisions are entitled to appraisal rights to receive a judicially determined fair value for their shares instead of the merger consideration. All Trinity stockholders will have statutory appraisal rights following the consummation of the Merger, with the conditions set out below.

If the Merger is consummated, a holder of record of Trinity stock on the date of making a demand for appraisal, as described below, will be entitled to have those shares appraised by the Delaware Court of Chancery under Section 262 of the DGCL and to receive payment for the “fair value” of those shares instead of the consideration provided for in the Merger Agreement. In order to be eligible to receive this payment, however, a Trinity stockholder must (1) continue to hold its shares through the effective time of the Merger, and, as a result, a stockholder who is the record holder of shares of Trinity stock on the date the written demand for appraisal is made, but who thereafter transfers those shares before the effective time of the Merger, will lose any right to appraisal in respect of those shares; (2) strictly comply with the procedures specified in Section 262; and (3) with regards to Trinity Class B stockholders, not vote in favor of the Merger or consent thereto in writing. As a result, a Trinity Class B stockholder who submits a proxy and wishes to exercise appraisal rights must vote against the Merger Agreement or abstain from voting on the Merger Agreement because a proxy which does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement.

This joint proxy statement/ prospectus is being sent to all holders of record of Trinity common stock on the record date for the Trinity special meeting and constitutes notice of the appraisal rights available to those holders under Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote. For Trinity Class B stockholders neither voting (in person or by proxy) against, abstaining from voting or failing to vote on the proposed Merger Agreement will constitute a written demand for appraisal within the meaning of Section 262.

THE STATUTORY RIGHT OF APPRAISAL GRANTED BY SECTION 262 REQUIRES STRICT COMPLIANCE WITH THE PROCEDURES IN SECTION 262. FAILURE TO FOLLOW ANY OF THESE PROCEDURES MAY RESULT IN A TERMINATION OR WAIVER OF DISSENTERS’ RIGHTS UNDER SECTION 262. THE FOLLOWING IS A SUMMARY OF THE PRINCIPAL PROVISIONS OF SECTION 262.

The following summary is not a complete statement of Section 262 of the DGCL, and is qualified in its entirety by reference to Section 262, the full text of which appears in Appendix B to this joint proxy statement/ prospectus.

A holder of Trinity common stock who elects to exercise appraisal rights under Section 262 must deliver a written demand for appraisal of its shares of Trinity prior to the vote on the merger. The written demand must reasonably inform Trinity of the identity of the holder and that the holder intends to demand the appraisal of the holder’s shares. All demands should be delivered to Trinity, 245 Fifth Avenue, Suite 1600, New York, New York 10016, Attention: Corporate Secretary.

Only a holder of shares of Trinity common stock on the date of making a written demand for appraisal who continuously holds those shares through the effective time of the merger is entitled to seek appraisal. For Trinity Class B stockholders simply voting against the approval and adoption of the Merger Agreement does not constitute a demand for appraisal rights and does not constitute a waiver of appraisal rights.

Demand for appraisal must be executed by or for the holder of record, fully and correctly, as that holder’s name appears on the holder’s stock certificates representing shares of Trinity stock, should specify the holder’s name and mailing address, the number of shares of Trinity stock owned and that the holder intends to demand appraisal of the holder’s shares. If Trinity stock is owned of record in a fiduciary capacity by a trustee, guardian or custodian, the demand should be made in that capacity. If Trinity stock is owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be made by or for all owners of record. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a holder of record; that agent, however, must identify the record owner or owners and expressly disclose in the demand that the agent is acting as agent for the record owner or owners of the shares. A record holder such as a broker who holds shares of Trinity stock as a nominee for beneficial owners, some of whom desire to demand appraisal, must exercise appraisal rights on behalf of those beneficial owners with respect to the shares of Trinity stock held for those beneficial owners. In that case, the written demand for appraisal should state the number of shares of Trinity stock covered by it. Unless a demand for appraisal specifies a number of shares, the demand will be presumed to cover all shares of Trinity common stock held in the name of the record owner.

BENEFICIAL OWNERS WHO ARE NOT RECORD OWNERS AND WHO INTEND TO EXERCISE APPRAISAL RIGHTS SHOULD INSTRUCT THE RECORD OWNER TO COMPLY WITH THE STATUTORY REQUIREMENTS WITH RESPECT TO THE EXERCISE OF APPRAISAL RIGHTS BEFORE THE DATE OF THE TRINITY SPECIAL MEETING.

Within 10 days after the consummation of the Merger, the Surviving Corporation is required to send notice of the effectiveness of the Merger to each stockholder who prior to the time of the Merger complies with the requirements of Section 262 and has delivered notice of intent to demand appraisal.

Within 120 days after the merger, the Surviving Corporation or any stockholder who has complied with the requirement of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Trinity stock held by all stockholders seeking appraisal. If no petition is filed by either the Surviving Corporation or any dissenting stockholder within the 120-day period, the rights of all dissenting stockholders to appraisal will cease. Stockholders seeking to exercise appraisal rights should not assume that the Surviving Corporation will file a petition with respect to the appraisal of the fair value of their shares or that the Surviving Corporation will initiate any negotiations with respect to the fair value of those shares. The Surviving Corporation is under no obligation to and has no present intention to take any action in this regard. Accordingly, stockholders who wish to seek appraisal

of their shares should initiate all necessary action with respect to the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. FAILURE TO FILE THE PETITION ON A TIMELY BASIS WILL CAUSE THE STOCKHOLDER’S RIGHT TO AN APPRAISAL TO CEASE.

A stockholder timely filing a petition for appraisal with the Delaware Court of Chancery must deliver a copy to the Surviving Corporation, which will then be obligated within 20 days to provide the Register in Chancery with a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Corporation. After notice to those stockholders, the Delaware Court of Chancery may conduct a hearing on the petition to determine which stockholders have become entitled to appraisal rights. The Court of Chancery may require stockholders who have demanded an appraisal of their shares and who hold stock represented by certificates to submit their certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any stockholder fails to comply with such requirement, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

Within 120 days after the effective time of the Merger, any stockholder who has complied with subsections (a) and (d) of Section 262 is entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the total number of shares of Trinity common stock not voted in favor of the merger with respect to which demands for appraisal have been received by Trinity and the number of holders of those shares. The statement must be mailed within 10 days after Trinity has received the written request or within 10 days after the time for delivery of demands for appraisal under subsection (d) of Section 262 has expired, whichever is later.

If a petition for an appraisal is filed in a timely manner, at the hearing on the petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and will appraise the shares of Trinity common stock owned by those stockholders. The court will determine the fair value of those shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the fair value.

Stockholders who consider seeking appraisal should consider that the fair value of their shares under Section 262 could be more than, the same as, or less than, the value of the consideration provided for in the Merger Agreement without the exercise of appraisal rights. The Court of Chancery may determine the cost of the appraisal proceeding and assess it against the parties as the Court deems equitable. Upon application of a dissenting stockholder, the Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding (including, without limitation, reasonable attorney’s fees and the fees and expenses of experts) be charged pro rata against the value of all shares of Trinity common stock entitled to appraisal. In the absence of a court determination or assessment, each party bears its own expenses. Final decisions by the Court of Chancery in appraisal proceedings are subject to appeal to the Delaware Supreme Court.

Any stockholder who has demanded appraisal in compliance with Section 262 will not, after the Merger, be entitled to vote such stock for any purpose or receive payment of dividends or other distributions, if any, on the Trinity common stock, except for dividends or distributions, if any, payable to stockholders of record at a date prior to the Merger.

A stockholder may withdraw a demand for appraisal and accept the FreeSeas shares at any time within 60 days after the Merger by delivering to Trinity a written withdrawal of the stockholder’s demand for appraisal. If an appraisal proceeding is properly instituted, it may not be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and any such approval may be conditioned on the Court of Chancery’s deeming the terms to be just. If, after the Merger, a holder of Trinity common stock who had demanded appraisal for its shares fails to perfect or loses its right to appraisal, those shares will be treated under the Merger Agreement as if they were converted into FreeSeas shares at the time of the Merger.

IN VIEW OF THE COMPLEXITY OF THESE PROVISIONS OF THE DGCL, ANY TRINITY STOCKHOLDER WHO IS CONSIDERING EXERCISING APPRAISAL RIGHTS SHOULD CONSULT A LEGAL ADVISOR.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the merger, FreeSeas will have outstanding anywhere from 6,282,600 to 5,983,749 shares of common stock depending on whether Trinity shareholders exercise their right to convert Trinity Capital Stock into cash. Of these shares, up to 1,782,600 shares issued in the merger will be freely transferable in the United States of America without restriction under the Securities Act.

The current officers and directors of Trinity own warrants in Trinity that will be assumed by FreeSeas, thus giving these officers and directors the right to acquire shares in FreeSeas. See “The Parties to the Merger-Trinity Principal Stockholders” and “The Parties to the Merger-Certain Related Transactions of Trinity.” In addition, the FreeSeas Shareholders are being issued options and/or warrants to acquire 950,000 shares of FreeSeas common stock. See “The Parties to the Merger-FreeSeas Principal Shareholders” and “The Parties to the Merger-Certain Related Transactions of FreeSeas.” The directors and officers of Trinity and FreeSeas have agreed that, for a one year period following the effective time of the Merger, they will not sell, offer to sell, contract or agree to sell, grant any option to purchase or otherwise dispose of or agree to dispose of any shares of FreeSeas or any securities convertible into or exercisable or exchangeable for shares, or warrants or other rights to purchase shares; provided, however, that (i) the FreeSeas Shareholders and their respective affiliates may, collectively and, among them as they shall mutually agree, pledge or hypothecate up to an aggregate of 750,000 of their shares in FreeSeas to banks or other financial institutions to collateralize bona fide personal borrowings, and (ii) in the event any warrants held by a director of Trinity are called for redemption in accordance with the terms of such warrants and, following such call for redemption, a Trinity director exercises any such warrants, then the one year lock-up shall not apply to up to one half of the shares received by such Trinity director upon exercise of each series of such warrants.

SELLING SHAREHOLDERS

The following table identifies the selling shareholders, the number and percentage of shares of common stock beneficially owned by the selling shareholders as of June 30, 2005, the number of shares of common stock that the selling shareholders may offer or sell, and the number and percentage of shares of common stock beneficially owned by the selling shareholders, assuming that they exercise all options and warrants then exercisable by them and that they sell all of the shares that may be sold by them. We have prepared this table based upon information furnished to us by or on behalf of the selling shareholders. As used in this joint proxy statement/ prospectus, “selling shareholders” include the entities identified in the footnotes to the table as the holders of record of the indicated securities and include the respective pledges, successors-in-interest, donees, transferees or others who may later hold the selling shareholders’ interests.

Each of the selling shareholders is currently an executive officer, director and principal shareholder of either FreeSeas or an executive officer or director of Trinity.

In connection with the merger, each selling shareholder has agreed to deliver to FreeSeas a lock-up letter agreement pursuant to which each selling shareholder agrees that, for a period of one year following the effective date of the merger, the shareholder will not (i) sell, offer to sell, contract or agree to sell, grant any option to purchase or otherwise dispose of or agree to dispose of, or file (or participate in the filing of) a registration statement with the SEC in respect of, any common shares of FreeSeas or any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares or any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common

shares, whether any such transaction is to be settled by delivery of common shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). This restriction shall not apply to (a) bona fide gifts, provided the recipient agrees in writing to be bound by the terms of the lock-up letter agreement and confirms that the recipient has been in compliance with the terms of the lock-up letter agreement, (b) on death, by will or intestacy, or (c) dispositions to the shareholder’s immediate family or to any trust, partnership or other entity for the direct or indirect benefit of the shareholder and/or the immediate family of the shareholder or any affiliate, provided that the family member, trust, partnership or other entity or affiliate agrees in writing to be bound by the terms of the agreement and confirms that it has been in compliance with the terms of the agreement, or (d) pursuant to a court order or settlement agreement approved by a court of competent jurisdiction. The lock-up agreement does provide limited exceptions from its provisions for the FreeSeas principal shareholders and the directors of Trinity, respectively. The FreeSeas principal shareholders are permitted to pledge or hypothecate up to an aggregate of 750,000 shares of their FreeSeas common stock to banks or other financial institutions to collateralize bona fide person borrowings. In the event that (1) any warrants of FreeSeas received by the Trinity directors in the Merger are called for redemption in accordance with their respective terms and (2) a Trinity director exercises any such warrants, one-half of the shares of FreeSeas stock received by such Trinity director upon the exercise of such warrants will not be subject to the provisions of the lock-up agreement.


	Shares of Common Stock
	Beneficially Owned									Shares of Common Stock
	After the Merger and									Beneficially Owned
	Prior to the Offering									After the Offering

	Number of									Number of
	Shares						Number of			Shares
	Beneficially			Percent of			Shares Being			Beneficially		Percent of
Selling Stockholder	Owned			Class(1)			Offered			Owned(2)		Class(1)

Ion G. Varouxakis		1,837,500	⁽³⁾		28.56	%		316,667	⁽³⁾		1,687,500		25.57	%
George D. Gourdomichalis		1,629,417	⁽⁴⁾		25.26	%		366,667	⁽⁴⁾		1,462,750		22.00	%
Efstathios D. Gourdomichalis		1,483,084	⁽³⁾⁽⁵⁾		23.12	%		266,666	⁽⁵⁾		1,349,750		20.61	%
Lawrence Burstein		301,952	⁽⁶⁾		4.59	%		301,952	⁽⁶⁾		0		*
James Scibelli		340,050	⁽⁷⁾		5.13	%		340,050	⁽⁷⁾		0		*
David Buckel		22,500	⁽⁸⁾		*			22,500	⁽⁸⁾		0		*
Theodore Kesten		22,500	⁽⁹⁾		*			22,500	⁽⁹⁾		0		*


*	Less than one percent


(1)	Based on 6,282,600 shares of FreeSeas common stock that will be issued and outstanding immediately following the Merger assuming each Trinity stockholder participates in the Merger. For purposes of calculating the percentage ownership, any shares that each selling shareholder has the right to acquire within 60 days under warrants or options have been included in the total number of shares outstanding for that person, in accordance with Rule 13d-3 under the Exchange Act.



(2)	Assumes that the selling shareholders sell all of their shares of common stock beneficially owned by each selling shareholder and offered hereby immediately following the merger described in this joint proxy statement/ prospectus, and reflects the vesting of an additional ¹ / 3 of the shares issuable upon exercise of options held by each selling shareholder, as described in the footnotes below.



(3)	The number of shares beneficially owned reflects 1,687,500 shares of common stock and 66,667 shares of common stock issuable upon the exercise of warrants issued to “The Mida’s Touch S.A.,” a company wholly owned by Ion G. Varouxakis; and 83,333 shares of common stock issuable upon exercise of immediately exercisable options to be granted to Mr. Varouxakis under his employment agreement with FreeSeas. Mr. Varouxakis is being granted a total of 250,000 options, ¹ / 3 of which vests immediately, ¹ / 3 of which vests after one year and the remaining ¹ / 3 of which vests after two years. The options are exercisable at a price of $5.00 per share. The number of shares being offered includes all of the shares of common stock underlying the foregoing options.



(4)	The number of shares beneficially owned reflects 1,462,750 shares of common stock and 66,667 shares of common stock issuable upon the exercise of warrants issued to “Alastor Investments S.A.,” a company wholly owned by Alastor Foundation, a foundation of which George D. Gourdomichalis, is the sole beneficiary; and 100,000 shares of common stock issuable upon exercise of immediately exercisable options to be granted to Mr. Gourdomichalis under his employment agreement with FreeSeas. Mr. Gourdomichalis is being granted a total of 300,000 options, ¹ / 3 of which vests immediately, ¹ / 3 of which vests after one year and the remaining ¹ / 3 of which vests after two years. The options are exercisable at a price of $5.00 per share. The number of shares being offered includes all of the shares of common stock underlying the foregoing options.



(5)	The number of shares beneficially owned reflects 1,349,750 shares of common stock and 66,666 shares of common stock issuable upon the exercise of warrants issued to “N.Y. Holdings,” a company wholly owned by Efstathios D. Gourdomichalis and 66,667 shares of common stock issuable upon exercise of immediately exercisable options to be granted to Mr. Gourdomichalis under his employment agreement with FreeSeas. Mr. Gourdomichalis is being granted a total of 200,000 options, ¹ / 3 of which vests immediately, ¹ / 3 of which vests after one year and the remaining ¹ / 3 of which vests after two years. The options are exercisable at a price of $5.00 per share. The number of shares being offered includes all of the shares of common stock underlying the foregoing options.



(6)	Reflects 12,050 shares of common stock and 265,902 shares issuable upon the exercise of Class W and Class Z warrants held by Mr. Burstein. Includes 7,501 Class W Warrants and 7,501 Class Z Warrants held by Mr. Burstein’s affiliate, Unity. Also reflects 4,000 shares of common stock and 20,000 shares of common stock issuable upon the exercise of Class W and Class Z warrants held by Mr. Burstein’s wife and daughter, of which Mr. Burstein disclaims beneficial ownership.



(7)	Reflects 50 shares of common stock and 340,000 shares of common stock issuable upon the exercise of Class W and Class Z warrants held by Mr. Scibelli.


(8)	Reflects 22,500 shares of common stock issuable upon the exercise of Class W and Class Z warrants held by Mr. Buckel.

(9)	Reflects 22,500 shares of common stock issuable upon the exercise of Class W and Class Z warrants held by Mr. Kesten.

PLAN OF DISTRIBUTION

FreeSeas is registering shares of its common stock under the Securities Act for sale by the selling shareholders. As used in this joint proxy statement/ prospectus, “selling shareholders” include certain entities identified in the footnotes to the table in the section captioned “Selling Shareholders” as the holders of record of the indicated securities and include the respective pledgees, successors-in-interest, donees, transferees or others who may later hold the selling shareholders’ FreeSeas common stock and would be identified in an amendment to this prospectus at the appropriate time. FreeSeas has agreed to pay the costs and fees of registering the shares, but the selling shareholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the shares.

The selling shareholders may sell the shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. In addition, the selling shareholders may sell some or all of their shares through:


	•	a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

	•	purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;

	•	ordinary brokerage transactions and transactions in which a broker solicits purchasers; or

	•	an exchange distribution in accordance with the rules of the applicable exchange.

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When selling the shares, the selling shareholders may enter into hedging transactions. For example, the selling shareholders may:


	•	enter into transactions involving short sales of the shares by broker-dealers;

	•	sell shares short themselves and redeliver such shares to close out their short positions;

	•	enter into option or other types of transactions that require the selling shareholder to deliver shares to a broker-dealer, who will then resell or transfer the shares under this prospectus; or

	•	loan or pledge the shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

The selling shareholders may negotiate and pay broker-dealers commissions, discounts or concessions for their services. Broker-dealers engaged by the selling shareholders may allow other broker-dealers to participate in resales. The selling stockholders and any broker-dealers involved in the sale or resale of the shares, however, may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, the broker-dealers’ commissions, discounts or concession may qualify as underwriters’ compensation under the Securities Act. If a selling shareholder qualifies as an “underwriter,” it will be subject to the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.

The selling shareholders should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of common stock by the selling stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the selling shareholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of FreeSeas common stock while such selling shareholders are distributing shares pursuant to this prospectus. The selling shareholders are advised that, if a particular offer of common stock is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then, to the extent required, a post-effective amendment to the registration statement must be filed with the SEC.

From time to time this prospectus will be supplemented and amended as required by the Securities Act. During any time when a supplement or amendment is so required, the selling shareholders are to cease sales until the prospectus has been supplemented or amended.

In addition to selling their shares under this joint proxy statement/ prospectus, the selling shareholders may:


	•	agree to indemnify any broker-dealer or agent against certain liabilities related to the selling of the shares, including liabilities arising under the Securities Act;

	•	transfer its shares in other ways not involving market makers or established trading markets, including directly by gift, distribution, privately negotiated transaction or other transfer;

	•	sell its shares pursuant to Rule 144 under the Securities Act rather than pursuant to this prospectus, if the shares are eligible for such sale and the transaction meets the requirements of Rule 144; or

	•	any combination of any of the foregoing methods of sale.

In connection with the merger, each selling shareholder has agreed to deliver to Trinity a lock-up letter agreement pursuant to which each selling shareholder agrees that, for a period of one year following the effective date of the merger, the shareholder will not (i) sell, offer to sell, contract or agree to sell, grant any option to purchase or otherwise dispose of or agree to dispose of, or file (or participate in the filing of) a registration statement with the SEC in respect of, any common shares of FreeSeas or any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares or any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common shares, whether any such transaction is to be settled by delivery of common shares or such other securities,

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in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). This restriction shall not apply to (a) bona fide gifts, provided the recipient agrees in writing to be bound by the terms of the lock-up letter agreement and confirms that the recipient has been in compliance with the terms of the lock-up letter agreement, (b) on death, by will or intestacy, or (c) dispositions to the shareholder’s immediate family or to any trust, partnership or other entity for the direct or indirect benefit of the shareholder and/or the immediate family of the shareholder or any affiliate, provided that the family member, trust, partnership or other entity or affiliate agrees in writing to be bound by the terms of the agreement and confirms that it has been in compliance with the terms of the agreement, or (d) pursuant to a court order or settlement agreement approved by a court of competent jurisdiction.

EXPERTS

The financial statements of Trinity as of December 31, 2004, and for the period from inception (April 14, 2004) to December 31, 2004, appearing in this joint proxy statement/prospectus and registration statement have been included herein in reliance on the report of J.H. Cohn LLP, independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of FreeSeas as of December 31, 2004, and for the period from inception (April 23, 2004) to December 31, 2004, appearing in this joint proxy statement/prospectus and registration statement have been so included in reliance on the audit report of PricewaterhouseCoopers S.A., independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The legality of the shares of FreeSeas being offered hereby is being passed upon for FreeSeas by Reeder Simpson, P.C., special Marshall Islands counsel for FreeSeas. Broad and Cassel, a general partnership including professional associations, is acting as counsel to FreeSeas in connection with the Merger and compliance with United States securities laws. Seward & Kissel LLP has opined as to certain U.S. federal income tax consequences of the Merger.

STOCKHOLDER PROPOSALS AND OTHER MATTERS

Management of Trinity knows of no other matters which may be brought before the Trinity special meeting. If any matter other than the proposed merger or related matters should properly come before the special meeting, however, the persons named in the enclosed proxies will vote proxies in accordance with their judgment on those matters.

Under Delaware law, only business stated in the notice of special meeting may be transacted at the special meeting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

FreeSeas has filed a registration statement on Form F-1 to register with the SEC the offering and sale of FreeSeas shares to be issued to holders of Trinity Capital Stock pursuant to the Merger. This joint proxy statement/ prospectus is a part of that registration statement and constitutes a prospectus of FreeSeas in addition to a proxy statement of Trinity for the Trinity special meeting. As allowed by SEC rules, this joint proxy statement/ prospectus does not contain all of the information that you can find in the registration statement or the exhibits to the registration statement. You should refer to the registration statement and its exhibits for additional information that is not contained in this joint proxy statement/ prospectus.

Trinity is subject to the informational requirements of the Exchange Act, and is required to file reports, any proxy statements and other information with the SEC. You can read any reports, statements

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or other information that Trinity files with the SEC, including this joint proxy statement/ prospectus, over the Internet at the SEC web site at http://www.sec.gov. You may also read and copy any documents Trinity files with the SEC at its public reference facility at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Neither Trinity nor FreeSeas has authorized anyone to provide you with information that differs from that contained in this joint proxy statement/ prospectus. You should not assume that the information contained in this joint proxy statement/ prospectus is accurate as of any date other than the date of the joint proxy statement/ prospectus, and neither the mailing of this joint proxy statement/ prospectus to Trinity stockholders nor the issuance of shares of FreeSeas in the Merger shall create any implication to the contrary.

This joint proxy statement/ prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

ENFORCEABILITY OF CIVIL LIABILITIES

FreeSeas is a Marshall Islands company and its executive offices are located outside of the United States of America in Piraeus, Greece. All of FreeSeas’ directors and officers and some of the experts named in this joint proxy statement/ prospectus reside outside the United States of America. In addition, a substantial portion of FreeSeas’ assets and the assets of its directors, officers and experts are located outside of the United States of America. As a result, you may have difficulty serving legal process within the United States of America upon FreeSeas or any of these persons. You may also have difficulty enforcing, both in and outside the United States of America, judgments you may obtain in United States of America courts against FreeSeas or these persons in any action, including actions based upon the civil liability provisions of United States of America federal or state securities laws.

Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on United States of America federal or state securities laws.

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GLOSSARY OF SHIPPING TERMS

The following are definitions of certain terms that are commonly used in the shipping industry and in this joint proxy statement/ prospectus.

Annual survey . The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes place every year.

Bareboat charter . A charter of a vessel under which the shipowner is usually paid a fixed amount of charterhire for a certain period of time during which the charterer is responsible for the vessel operating expenses and voyage expenses of the vessel and for the management of the vessel, including crewing. A bareboat charter is also known as a “demise charter” or a “time charter by demise.”

Bunkers . Heavy fuel and diesel oil used to power a vessel’s engines.

Capesize . A vessel with capacity over 80,000 dwt.

Charter . The hire of a vessel for a specified period of time or to carry a cargo from a loading port to a discharging port. The contract for a charter is commonly called a charterparty.

Charterer . The party that hires a vessel for a period of time or for a voyage.

Charterhire . A sum of money paid to the shipowner by a charterer for the use of a vessel. Charterhire paid under a voyage charter is also known as “freight.”

Classification society . An independent society that certifies that a vessel has been built and maintained according to the society’s rules for that type of vessel and complies with the applicable rules and regulations of the country of the vessel’s registry and the international conventions of which that country is a member. A vessel that receives its certification is referred to as being “in-class.”

Contract of affreightment . A contract of affreightment (COA) relates to the carriage of multiple cargos over the same route and enables the COA holder to have different ships perform the individual sailings. Essentially it constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship’s operating, voyage and capital costs are borne by the ship owner.

Drybulk carrier . A type of ship designed to carry bulk cargo, such as coal, iron ore and grain, etc. that is loaded in bulk and not in bags, packages or containers.

Drydocking . The removal of a vessel from the water for inspection and repair of those parts of a vessel which are below the water line. During drydockings, which are required to be carried out periodically, certain mandatory classification society inspections are carried out and relevant certifications are issued. Drydockings are generally required once every 30 months or twice every five years, one of which must be a Special Survey.

Dwt . Deadweight ton, which is a unit of a vessel’s capacity for cargo, fuel, oil, stores and crew measured in metric tons of 1,000 kilograms.

Freight . A sum of money paid to the shipowner by the charterer under a voyage charter, usually calculated either per ton loaded or as a lump sum amount.

Gross ton . A unit of measurement for the total enclosed space within a vessel equal to 100 cubic feet or 2.831 cubic meters.

Handymax . A vessel with capacity ranging from 30,000 dwt to 55,000 dwt.

Handysize . A vessel with capacity of up to 30,000 dwt.

Hull . Shell or body of a ship.

IMO . International Maritime Organization, a United Nations agency that issues international standards for shipping.

104

Intermediate survey . The inspection of a vessel by a classification society surveyor that takes place 24 to 36 months after each Special Survey.

Newbuilding . A new vessel under construction or just completed.

Off-hire . The period in which a vessel is unable to perform the services for which it is immediately required under a time charter. Off-hire periods can include days spent on repairs, drydocking and surveys, whether or not scheduled.

OPA . The United States of America Oil Pollution Act of 1990.

Panamax . A vessel with capacity ranging from 55,000 dwt to 80,000 dwt.

Period time charter . A time charter or a contract of affreightment.

Protection and indemnity insurance . Insurance obtained through a mutual association formed by shipowners to provide liability indemnification protection from various liabilities to which they are exposed in the course of their business, and which spreads the liability costs of each member by requiring contribution by all members in the event of a loss.

Scrapping . The sale of a vessel as scrap metal.

Single-hull . A hull construction design in which a vessel has only one hull.

Special survey . The inspection of a vessel by a classification society surveyor that takes place every five years, as part of the recertification of the vessel by a classification society.

Spot charter . A charter under which a shipowner is paid freight on the basis of moving cargo from a loading port to a discharging port. The shipowner is responsible for paying both vessel operating expenses and voyage expenses. Typically, the charterer is responsible for any delay at the loading or discharging ports.

Spot market . The market for immediate chartering of a vessel, usually for single voyages.

Time charter . A charter under which the shipowner is paid charterhire on a per-day basis for a specified period of time. Typically, the shipowner is responsible for providing the crew and paying vessel operating expenses while the charterer is responsible for paying the voyage expenses and additional voyage insurance.

Vessel operating expenses . The costs of operating a vessel, primarily consisting of crew wages and associated costs, insurance premiums, management fees, lubricants and spare parts, and repair and maintenance costs. Vessel operating expenses exclude fuel costs, port expenses, agents’ fees, canal dues and extra war risk insurance, as well as commissions, which are included in “voyage expenses.”

Voyage expenses . Expenses incurred due to a vessel’s traveling from a loading port to a discharging port, such as fuel (bunkers) costs, port expenses, agents’ fees, canal dues and extra war risk insurance, as well as commissions.

105

TRINITY PARTNERS ACQUISITION COMPANY INC.

INDEX TO FINANCIAL STATEMENTS


Annual Financial Statements of Trinity Partners Acquisition Company Inc.
	Report of Independent Registered Public Accounting Firm	F-2
	Balance Sheet as of December 31, 2004	F-3
	Statement of Operations from inception (April 14, 2004) to December 31, 2004	F-4
	Statement of Stockholders’ Equity from inception (April 14, 2004) to December 31, 2004	F-5
	Statement of Cash Flows from inception (April 14, 2004) to December 31, 2004	F-6
	Notes to Financial Statements	F-7
Quarterly Financial Statements of Trinity Partners Acquisition Company, Inc.
	Unaudited Condensed Balance Sheets as of December 31, 2004 and March 31, 2005	F-13
	Unaudited Condensed Statement of Operations for the three months ended March 31, 2005	F-14
	Unaudited Condensed Statement of Stockholders’ Equity for the three months ended March 31, 2005	F-15
	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2005	F-16
	Notes to Unaudited Condensed Financial Statements	F-17
Instrument of Joinder to Merger Agreement - Alastor Investments
Instrument of Joinder to Merger Agreement - N.Y. Holdings S.A.
Instrument of Joinder to Merger Agreement - The Mida's Touch S.A.
Amendment No.1 to Agreement & Plan of Merger
Form of Common Stock Certificate
Form of Class A Warrant
Form of Class W Warrant
Form of Class Z Warrant
Opinion of Seward & Kissel LLP
Employment Agreement w/ George D. Gourdomichalis
Employment Agreement w/ Ion G. Varouxakis
Employment Agreement w/ Efstathios Gourdomichalis
Adventure Holdings S.A. 2005 Stock Incentive Plan
First Preferred Marshall Island Vessel Mortgage
Deed of Pledge of Shares in Adventure Two S.A.
Credit Agreement
Mortgage dated September 29, 2004
Deed of Assignment
Short-Term Loan Agreement
Loan Agreement Dated 2 August 2004
First Amendment to Loan Agreement as of April 25, 2005
Loan Agreement Dated 20 September 2004
First Amendment to Loan Agreement as of April 25, 2005
Form of Lock-Up Agreement
Letter Agreement between Freeseas and Poseidon Capital Corp.
Standard Ship Management Agreement
Amendment to Shipment 98 Agreement
Amendment to Shipment 98 Agreement
Consent of PricewaterhouseCoopers LLP
Consent of J. H. Cohn LLP
Certification and Consent - Dimitrios Germidas
Certification and Consent - Focko H. Nauta
Certification and Consent - George I. Margaronis

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

TRINITY PARTNERS ACQUISITION COMPANY INC.:

We have audited the accompanying balance sheet of Trinity Partners Acquisition Company Inc. as of December 31, 2004, and the related statements of operations, stockholders’ equity and cash flows for the period from inception (April 14, 2004) to December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trinity Partners Acquisition Company Inc. as of December 31, 2004, and its results of operations and cash flows for the period from inception (April 14, 2004) to December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ J. H. Cohn LLP

Jericho, New York

February 15, 2005 (except for Note 8

as to which the date is May 11, 2005)

F-2

Trinity Partners Acquisition Company Inc.

Balance Sheet

December 31, 2004


ASSETS
Current Assets
	Cash and cash equivalents		$	484,802
	Restricted investment			7,601,236
	Other assets			23,874

		Total current assets		8,109,912

		Total assets	$	8,109,912


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
	Accounts payable and accrued expenses		$	72,836

		Total current liabilities		72,836

Common Stock, subject to possible redemption for cash, 298,851 shares at redemption value				1,519,490

Commitments and contingencies
Stockholders’ Equity
	Preferred stock, par value $.0001 per share, 5,000 shares authorized, no shares issued			—
	Common stock, par value $.0001 per share, 20,000,000 shares authorized, 287,600 shares issued and outstanding			29
	Common stock, Class B, par value $.0001 per share, 2,000,000 shares authorized, 1,196,149 shares issued and outstanding (excluding 298,851 shares subject to possible redemption for cash)			120
	Additional paid-in capital			6,602,764
	Accumulated deficit			(86,477	)
	Accumulated other comprehensive income			1,150

		Total stockholders’ equity		6,517,586

		Total liabilities and stockholders’ equity	$	8,109,912

See notes to financial statements.

F-3

Trinity Partners Acquisition Company Inc.

Statement of Operations

From inception (April 14, 2004) to December 31, 2004


Revenue		$	—
Operating expenses
	Professional fees		75,948
	Organization costs		15,911
	Other operating costs		47,632

Loss from operations			(139,491	)
Interest income			53,014

Net loss		$	(86,477	)

Weighted average number of shares outstanding:
	Basic and diluted		1,020,615

Net loss per share, basic and diluted		$	(0.08	)

See notes to financial statements.

F-4

Trinity Partners Acquisition Company Inc.

Statement of Stockholders’ Equity

From inception (April 14, 2004) to December 31, 2004


					Common Stock, Class B
														Accumulated
	Common Stock								Additional					Other
									Paid-In		Accumulated			Comprehensive
	Shares		Amount		Shares		Amount		Capital		Deficit			Income		Total

Balance, April 14, 2004 (inception)		—	$	—		—	$	—	$	—	$	—		$	—	$	—
Issuance of common stock for cash		100		—		—		—		500		—			—		500
Issuance of warrants for cash		—		—		—		—		36,250		—			—		36,250
Sale of 143,750 Series A units and 747,500 Series B units through public offering, net of underwriter’s discount and offering expenses and net proceeds allocable to 298,851 shares of Common Stock, Class B subject to possible redemption for cash		287,500		29		1,196,149		120		6,566,014		—			—		6,566,163
Net loss for the period		—		—		—		—		—		(86,477	)		—		(86,477	)
Change in unrealized gain on available-for-sale securities		—		—		—		—		—		—			1,150		1,150

Comprehensive loss																	(85,327	)

Balance, December 31, 2004		287,600	$	29		1,196,149	$	120	$	6,602,764	$	(86,477	)	$	1,150	$	6,517,586

See notes to financial statements.

F-5

Trinity Partners Acquisition Company Inc.

Statement of Cash Flows

From inception (April 14, 2004) to December 31, 2004


CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(86,477	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Amortization of discount on restricted investment		(50,336	)
	Changes in operating assets and liabilities:
		Increase in other assets		(23,874	)
		Increase in accounts payable and accrued expenses		72,836

Net cash used in operating activities				(87,851	)

CASH FLOWS FROM INVESTING ACTIVITIES
	Cash contributed to Trust Fund			(7,549,750	)

Net cash used in investing activities				(7,549,750	)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sales of common stock and warrants			36,750
	Proceeds from notes payable to stockholders			46,000
	Repayments of notes payable to stockholders			(46,000	)
	Portion of net proceeds from sale of Series B Units through public offering allocable to shares of Common Stock subject to possible redemption for cash			1,509,198
	Net proceeds from sale of units through public offering allocable to stockholders’ equity			6,576,455

Net cash provided by financing activities				8,122,403

Net increase in cash and cash equivalents				484,802
Cash and cash equivalents at beginning of period				—
Cash and cash equivalents at end of period			$	484,802

See notes to financial statements.

F-6

Trinity Partners Acquisition Company Inc.

Notes to Financial Statements

NOTE 1 — ORGANIZATION AND ACTIVITIES

Trinity Partners Acquisition Company Inc. (the “Company”) was incorporated in Delaware on April 14, 2004 as a blank check company whose objective is to raise money and acquire an operating business (a “Business Combination”) (Note 8).

As further discussed in Note 2, on July 29, 2004, the Company effected an initial public offering of its securities (the “Offering”) which closed on August 4, 2004.

Although substantially all of the proceeds of the Offering are intended to be utilized to effect a Business Combination, the proceeds are not specifically designated for this purpose. The gross proceeds from the Offering and sale of the Series B units of $7,549,750 will be held in a trust fund (the “Trust Fund”) until the earlier of the completion of a Business Combination or the distribution of proceeds to Class B stockholders. If a Business Combination is consummated, the redemption rights afforded to the Class B stockholders may result in the redemption for cash of up to approximately 19.99% of the aggregate number of Class B shares sold as further described below. If a Business Combination is not contracted in 12 months, or consummated in 18 months, subsequent to July 29, 2004, all of the proceeds of the Trust Fund will be returned to Class B stockholders.

As a result of its limited resources, the Company will, in all likelihood, have the ability to effect only a single Business Combination. Accordingly, the prospects for the Company’s success will be entirely dependent upon the future performance of a single business.

The Company will not effect a Business Combination unless the fair market value of the target, as determined by the Board of Directors of the Company in its sole discretion, based upon valuation standards generally accepted by the financial community including, among others, book value, cash flow, and both actual and potential earnings, is at least equal to 80% of the net assets of the Company at the time of such acquisition.

Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. As discussed previously, if the Company is unable to effect a Business Combination within 18 months of the consummation of the Offering, the Company’s Certificate of Incorporation provides for the Company’s automatic liquidation. If the Company were to expend all of the net proceeds of the Offering not held in the Trust Fund prior to liquidation, but recognizing that such net proceeds could become subject to the claims of creditors of the Company which could be prior to the claims of stockholders of the Company, it is possible that the Company’s liquidation value may be less than the amount in the Trust Fund, inclusive of any net interest income thereon. Moreover, all of the Company’s initial stockholders have agreed to waive their respective rights to participate in any such liquidation distribution on shares owned prior to the Offering.

At the time the Company seeks Class B stockholder approval of any Business Combination, the Company will offer each Class B stockholder who acquired Class B shares through the Offering or subsequently in the after-market the right to have his or her shares of the Company’s Class B common stock redeemed for cash if such Class B stockholder votes against the Business Combination and the Business Combination is approved and completed. The holders of the Company’s common stock are not entitled to seek redemption of their shares. The actual per-share redemption price will be equal to the amount in the Trust Fund (inclusive of any interest thereon) as of the record date for determination of Class B stockholders entitled to vote on such Business Combination, divided by the number of Class B shares sold in the Offering, or approximately $5.08 per share based on the value in the Trust Fund as of December 31, 2004. There will be no distribution from the Trust Fund with respect to the warrants included in the Series A and Series B Units. A Series B stockholder may request redemption of his or her shares at any time prior to the vote taken with respect to a proposed Business Combination at a meeting held for that purpose, but such request will not be granted unless such Class B stockholder votes against

F-7

Trinity Partners Acquisition Company Inc.

Notes to Financial Statements — (Continued)

the Business Combination and the Business Combination is approved and consummated. It is anticipated that the funds to be distributed to Class B stockholders who have their shares redeemed will be distributed promptly after consummation of a Business Combination. Any Class B stockholder who redeems his or her stock into his or her share of the Trust Fund still has the right to exercise the Class W and Class Z warrants that was received as part of the Series B units. The Company will not consummate any Business Combination if 20% or more in interest of the Class B stockholders exercise their redemption rights. Accordingly, the redemption value of $1,519,490 (298,851 shares, or 19.99% of the Class B shares sold in the public offering) has been included in the accompanying balance sheet at December 31, 2004 as temporary capital.

NOTE 2 — PUBLIC OFFERING OF SECURITIES

In its initial public offering, effective July 29, 2004 (closed on August 4, 2004), the Company sold to the public 143,750 Series A Units (the “Series A Units” or a “Series A Unit”) and 747,500 Series B Units (the “Series B Units” or a “Series B Unit”) at a price of $10.50 and $10.10 per unit, respectively, inclusive of an option issued to the underwriters to purchase additional Series A Units and Series B Units, which was exercised in full. Proceeds from the initial public offering, including the exercise of the over-allotment option, totaled $8,085,653 which was net of $973,472 in underwriting and other expenses. Each Series A Unit consist s of two shares of the Company’s common stock, five Class W Redeemable Warrants (a “Class W Warrant”), and five Class Z Redeemable Warrants (a “Class Z Warrant”). Each Series B unit consists of two shares of the Company’s Class B common stock, one Class W Warrant, and one Class Z Warrant.

Both the Company’s common stock and Class B common stock have one vote per share. However, the Class B stockholders may, and the common stockholders may not, vote in connection with a Business Combination. Further, should a Business Combination not be consummated during the target business acquisition period, the Trust Fund would be distributed pro-rata to all of the Class B common stockholders and their Class B common shares would be cancelled and returned to the status of authorized but unissued shares.

Each Class W Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders. The Class W Warrants will expire on July 29, 2009 or earlier upon redemption. Each Class Z Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29 , 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders. The Class Z Warrants will expire on July 29, 2011 or earlier upon redemption. The Company may redeem the outstanding Class W Warrants and/or Class Z Warrants with the prior consent of HCFP/ Brenner Securities LLC (“HCFP”), the representative of the underwriters of the Offering, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption.

F-8

Trinity Partners Acquisition Company Inc.

Notes to Financial Statements — (Continued)

an equivalent increase in equity for the issuance of the option. The Company estimated the fair value of this UPO, approximately $225,000, using a Black-Scholes option-pricing model. The fair value of the UPO granted was estimated as of the date of grant using the following assumptions: (1) expected volatility of 44.5%, (2) risk-free interest rate of 3.61% and (3) contractual life of 5 years. The UPO may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the UPO (the difference between the exercise prices of the option and the underlying warrants and the market price of the units and underlying securities) to exercise the UPO without the payment of any cash. The Series A Units and Series B Units issuable upon exercise of this option are identical to those in the Offering, except that the exercise price of the warrants included in the units are $5.50 per share and the Class Z Warrants shall be exercisable by HCFP for a period of only five years from the date of the Offering. The UPO is exercisable at $17.325 per Series A Unit and $16.665 per Series B Unit commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders, and expires on July 29, 2009.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents — Included in cash and cash equivalents are deposits with financial institutions as well as short-term money market instruments with maturities of three months or less when purchased.

Investments — Restricted investments consist of investments acquired, which were included in the Trust Fund, with maturities exceeding three months but less than three years. Consistent with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, the Company classifies all debt securities and all investments in equity securities that have readily determinable fair values as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies. Such securities are reported at fair value, with unrealized gains or losses excluded from earnings and included in other comprehensive income, net of applicable taxes. Discounts from the face value of restricted investments are amortized using the interest method over the period from the date of purchase to maturity and are included in interest income on the accompanying statement of operations.

The Company’s restricted investment held in trust at December 31, 2004 consists of an investment in United States of America government treasury securities, with a maturity date of January 6, 2005, and is stated at amortized cost. The fair market value of the restricted investment was $7,601,326 as of December 31, 2004, including $1,150 of unrealized gains, which are reported as a component of other comprehensive income as of December 31, 2004. The Company recognized interest income of $50,336 from amortization of the discount on the investment during the period from inception (April 14, 2004) to December 31, 2004, which is included in interest income on the accompanying statement of operations. There were no sales of investments during the period from inception (April 14, 2004) to December 31, 2004.

Net Loss Per Share — Net loss per share is computed based on the weighted average number of shares of common and Class B common stock outstanding.

Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted average shares of common stock and Class B common stock outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effect of the assumed exercise of outstanding warrants to purchase 3,657,500 shares of common stock, with a weighted average exercise price of $5.00 per share, is antidilutive, they have been excluded from the

F-9

Trinity Partners Acquisition Company Inc.

Notes to Financial Statements — (Continued)

Company’s computation of net loss per share. Therefore, basic and diluted loss per share were the same for the period from inception (April 14, 2004) through December 31, 2004.

Fair Value of Financial Instruments — The fair values of the Company’s assets and liabilities that qualify as financial instruments under Statement of Financial Accounting Standards No. 107 approximate their carrying amounts presented in the balance sheet at December 31, 2004.

Income Taxes — Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

NOTE 4 — CAPITAL STOCK


	*Preferred Stock*

The Company is authorized to issue up to 5,000 shares of Preferred Stock with such designations, voting, and other rights and preferences as may be determined from time to time by the Board of Directors.


	*Common Stock and Class B Common Stock*

The Company is authorized to issue 20,000,000 shares of common stock and 2,000,000 shares of Class B common stock. As of December 31, 2004 there are 287,600 shares of the Company’s common stock issued and outstanding and 1,495,000 shares of the Company’s Class B common stock issued and outstanding, including 298,851 Class B common shares subject to possible redemption for cash.

With the exercise of the over-allotment option (Note 2), subsequent to the Offering there are, 15,774,900 and 375,000 authorized but unissued shares of the Company’s common stock and the Company’s Class B common stock, respectively, available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class W Warrants and Class Z Warrants, the Underwriters Purchase Option and the officers’ and directors’ Class W Warrants and Class Z Warrants (Note 6).

The Company has no commitments to issue any shares of common stock other than as described herein; however, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a Business Combination (Note 8). To the extent that additional shares of common stock are issued, dilution to the interests of the Company’s stockholders who participated in the Offering will occur.


	*Warrants*

The Class W Warrants are callable, subject to adjustment in certain circumstances, and entitle the holder to purchase shares at $5.00 per share for a period commencing on the later of: (a) July 29, 2005 and (b) the earlier of the completion of the Business Combination or distribution of the Trust Fund to the

F-10

Trinity Partners Acquisition Company Inc.

Notes to Financial Statements — (Continued)

Class B stockholders, and ending July 29, 2009. As of December 31, 2004 there were 1,828,750 Class W Warrants outstanding.

The Class Z Warrants are callable, subject to adjustment in certain circumstances, and entitle the holder to purchase shares at $5.00 per share for a period commencing on the later of: (a) July 29, 2005 and (b) the earlier of the completion of the Business Combination or distribution of the Trust Fund to the Class B stockholders, and ending July 29, 2011. As of December 31, 2004 there were 1,828,750 Class Z Warrants outstanding.

NOTE 5 — INCOME TAXES

Significant components of the Company’s deferred tax assets at December 31, 2004 are as follows:


Net operating loss carryforward		$	29,100
Organization and formation costs			5,500
Less valuation allowance			(34,600	)

	Net deferred tax asset	$	—

The Company has a net operating loss carryforward of approximately $73,000 for federal and state income tax purposes as of December 31, 2004. The Company has recorded a full valuation allowance against its deferred tax assets as management believes it is not more likely than not that sufficient taxable income will be realized during the carryforward period to utilize the deferred tax asset. Realization of the future tax benefits is dependent upon many factors, including the Company’s ability to generate taxable income within the loss carry-forward period, which runs through 2024 subject to certain limitations.

NOTE 6 — RELATED PARTY TRANSACTIONS

The President of the Company is a principal stockholder, officer and director of Unity Venture Capital Associates, Ltd. (“Unity”) which owns 90,000 Class W Warrants and 90,000 Class Z Warrants to acquire shares of common stock of the Company. In October 2004, Unity distributed an aggregate of 82,499 of such Class W Warrants and 82,499 of such Class Z Warrants to its stockholders (including 15,450 Class W Warrants and 15,450 Class Z Warrants to Mr. Burstein), leaving Unity the beneficial owner of 7,501 Class W Warrants and 7,501 Class Z Warrants. Beginning July 29, 2004, commensurate with the increase in activities primarily related to the Offering, the Company is obligated to pay Unity a monthly fee of $4,000 for office and secretarial services, including the use of office space in premises occupied by Unity. During 2004, the Company paid $20,000 to Unity for such services.

Prior to the effective date of the Offering, the Company obtained advances totaling approximately $46,000 in the form of non-interest bearing, unsecured notes payable from its Chairman and President, for expenses related to the Offering. As of December 31, 2004 such amounts have been fully repaid.

In April 2004, the Company issued to two stockholders and two members of the Board of Directors Class W Warrants to purchase 362,500 shares of the Company’s common stock, and Class Z Warrants to purchase 362,500 shares of the Company’s common stock, for an aggregate purchase price of $36,250.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

HCFP has been engaged by the Company to act as the Company’s non exclusive investment banker in connection with a Business Combination (Note 8). For assisting Trinity in structuring and negotiating the terms of the Business Combination, the Company must pay HCFP a fee of $75,000 in cash, and issue to HCFP 7,500 shares of common stock and five year warrants to purchase 15,000 shares of common stock at $5.00 per share, at closing of the business combination.

F-11

Trinity Partners Acquisition Company Inc.

Notes to Financial Statements — (Continued)

NOTE 8 — SUBSEQUENT EVENTS

On March 28, 2005, the Company announced that it had executed a definitive agreement for the merger of the Company and Adventure Holdings, S.A. (“Adventure Holdings”). Adventure Holdings, through wholly-owned subsidiaries, owns and operates two drybulk carriers, the M/V “Free Destiny” and the M/V “Free Envoy.”

The definitive merger agreement for the business combination contemplates the merger of the Company into Adventure Holdings, with the Company’s current stockholders receiving one share and one warrant of Adventure Holdings for each share and warrant they presently own. After giving effect to the merger, the Company’s stockholders will own approximately 28.4% of Adventure Holdings. In addition, the management of Adventure Holdings hold options and warrants to acquire an additional 950,000 shares of Adventure Holding’s common stock, exercisable at $5.00 per share over terms ranging from three to five years. The merger is subject to, among other things, the filing of definitive proxy materials with the Securities and Exchange Commission and approval of the transaction by the Company’s stockholders. There can be no assurance that the proposed transaction will be consummated.

F-12

Trinity Partners Acquisition Company Inc.

Condensed Balance Sheets


			March 31, 2005			December 31, 2004

			Unaudited			Audited
ASSETS
Current Assets
	Cash and cash equivalents		$	444,479		$	484,802
	Restricted investment			7,642,601			7,601,236
	Other assets			—			23,874

		Total current assets		8,087,080			8,109,912

		Total assets	$	8,087,080		$	8,109,912


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
	Accounts payable and accrued expenses		$	249,991		$	72,836

		Total current liabilities		249,991			72,836

Common Stock, subject to possible conversion to cash, 298,851 shares at conversion value				1,527,759			1,519,490

Commitments and contingencies
Stockholders’ Equity
	Preferred stock, par value $.0001 per share, 5,000 shares authorized, no shares issued			—			—
	Common stock, par value $.0001 per share, 20,000,000 shares authorized, 287,600 shares issued and outstanding			29			29
	Common stock, Class B, par value $.0001 per share, 2,000,000 shares authorized, 1,196,149 shares issued and outstanding (excluding 298,851 shares subject to possible conversion to cash)			120			120
	Additional paid-in capital			6,594,495			6,602,764
	Accumulated deficit			(285,314	)		(86,477	)
	Accumulated other comprehensive income			—			1,150

		Total stockholders’ equity		6,309,330			6,517,586

		Total liabilities and stockholders’ equity	$	8,087,080		$	8,109,912

See accompanying notes to condensed financial statements.

F-13

Trinity Partners Acquisition Company Inc.

Condensed Statement of Operations

For the Three Months Ended March 31, 2005

(Unaudited)


Revenue		$	—
Operating expenses
	Transaction costs		190,116
	Professional fees		22,443
	Other operating costs		30,873

Loss from operations			(243,432	)
Interest income			44,595

Net loss		$	(198,837	)

Weighted average number of shares outstanding:
	Basic and diluted		1,782,600

Net loss per share, basic and diluted		$	(0.11	)

See accompanying notes to condensed financial statements.

F-14

Trinity Partners Acquisition Company Inc.

Condensed Statement of Stockholders’ Equity

For the Three Months Ended March 31, 2005

(Unaudited)


					Common Stock,										Accumulated
	Common Stock				Class B				Additional						Other
									Paid-In			Accumulated			Comprehensive
	Shares		Amount		Shares		Amount		Capital			Deficit			Income			Total

Balance, December 31, 2004		287,600	$	29		1,196,149	$	120	$	6,602,764		$	(86,477	)	$	1,150		$	6,517,586
Allocation of value to Class B shares subject to possible conversion to cash		—		—		—		—		(8,269	)		—			—			(8,269	)
Net loss for the period		—		—		—		—		—			(198,837	)		—			(198,837	)
Change in unrealized gain on available-for-sale securities		—		—		—		—		—			—			(1,150	)		(1,150	)

Comprehensive loss																			(199,987	)

Balance, March 31, 2005		287,600	$	29		1,196,149	$	120	$	6,594,495		$	(285,314	)	$	—		$	6,309,330

See accompanying notes to condensed financial statements.

F-15

Trinity Partners Acquisition Company Inc.

Condensed Statement of Cash Flows

For the Three Months Ended March 31, 2005

(Unaudited)


CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(198,837	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Amortization of discount on restricted investment		(42,515	)
	Changes in operating liabilities:
		Increase in accounts payable and accrued expenses		201,029

Net cash used in operating activities and net decrease in cash and cash equivalents				(40,323	)
Cash and cash equivalents at beginning of period				484,802

Cash and cash equivalents at end of period			$	444,479

Supplemental disclosure of non-cash financing activities:
Allocation of value to Class B shares, subject to possible conversion to cash			$	8,269

See accompanying notes to condensed financial statements.

F-16

Trinity Partners Acquisition Company Inc.

Notes to Condensed Financial Statements

NOTE 1 — ORGANIZATION AND ACTIVITIES

As further discussed in Note 3, on July 29, 2004, the Company effected an initial public offering of its securities (the “Offering”) which closed on August 4, 2004.

Although substantially all of the proceeds of the Offering are intended to be utilized to effect a Business Combination, the proceeds are not specifically designated for this purpose. The gross proceeds from the Offering and sale of the Series B Units (defined in Note 3 below) of $7,549,750 were deposited into a trust fund (the “Trust Fund”) until the earlier of the completion of a Business Combination or the distribution of proceeds to Class B stockholders. If a Business Combination is consummated, the conversion rights afforded to the Class B stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of Class B shares sold, as further described below. If a Business Combination is not contracted by July 29, 2005, or consummated by January 29, 2006, all of the proceeds of the Trust Fund will be returned to Class B stockholders.

Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. As noted above, if the Company is unable to effect a Business Combination by February 4, 2006, the Company’s Certificate of Incorporation provides for the Company’s automatic liquidation. If the Company were to expend all of the net proceeds of the Offering not held in the Trust Fund prior to liquidation, but recognizing that such net proceeds could become subject to the claims of creditors of the Company which could be prior to the claims of stockholders of the Company, it is possible that the Company’s liquidation value may be less than the amount in the Trust Fund, inclusive of any net interest income thereon. Moreover, all of the Company’s initial stockholders have agreed to waive their respective rights to participate in any such liquidation distribution on shares owned prior to the Offering.

At the time the Company seeks Class B stockholder approval of any Business Combination, the Company will offer each Class B stockholder who acquired Class B shares through the Offering or subsequently in the after-market the right to have his or her shares of the Company’s Class B common stock converted to cash if such Class B stockholder votes against the Business Combination and the Business Combination is approved and completed. The holders of the Company’s common stock are not entitled to seek conversion of their shares. The actual per-share conversion price will be equal to the amount in the Trust Fund (inclusive of any interest thereon) as of the record date for determination of Class B stockholders entitled to vote on such Business Combination, divided by the number of Class B shares sold in the Offering, or approximately $5.11 per share based on the value in the Trust Fund as of March 31, 2005. There will be no distribution from the Trust Fund with respect to the warrants included in the Series A and Series B Units. A Series B stockholder may request conversion of his or her shares at any time prior to the vote taken with respect to a proposed Business Combination at a meeting held for that purpose, but such request will not be granted unless such Class B stockholder votes against the Business Combination and the Business Combination is approved and consummated. It is anticipated that

F-17

Trinity Partners Acquisition Company Inc.

Notes to Condensed Financial Statements — (Continued)

the funds to be distributed to Class B stockholders who have their shares converted will be distributed promptly after consummation of a Business Combination. Any Class B stockholder who converts his or her stock into his or her share of the Trust Fund still has the right to exercise the Class W and Class Z warrants that was received as part of the Series B units. The Company will not consummate any Business Combination if 20% or more in interest of the Class B stockholders exercise their conversion rights. Accordingly, the conversion value of $1,527,759 (298,851 shares, or 19.99% of the Class B shares sold in the public offering) has been included in the accompanying condensed balance sheet at March 31, 2005 as temporary capital.


	*Recent Events*

On March 24, 2005, the Company executed a definitive agreement for the merger of the Company and FreeSeas, Inc. (“FreeSeas”), formerly known as Adventure Holdings, S.A. (the “Transaction”). FreeSeas, through wholly-owned subsidiaries, owns and operates two bulk carriers, the M/V “Free Destiny” and the M/V “Free Envoy.” In addition, in April 2005, FreeSeas, through a newly formed subsidiary, entered into a memorandum of agreement to acquire a new carrier. The purchase price for the carrier is $11,025,000. Delivery of the carrier and completion of the purchase is expected to occur in the late second quarter of 2005.

The definitive merger agreement for the Transaction contemplates the merger of the Company with and into FreeSeas, with the Company’s current stockholders receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the Transaction, the Company’s stockholders will own approximately 28.4% of FreeSeas. In addition, the management of FreeSeas will receive options and warrants to acquire an additional 950,000 shares of FreeSeas’ common stock, exercisable at $5.00 per share over terms ranging from three to five years. The proposed merger is subject to, among other things, the filing of definitive proxy materials with the Securities and Exchange Commission and approval of the Transaction by the Company’s stockholders. On May 11, 2005, a joint proxy statement/prospectus relating to the Transaction was filed as part of a FreeSeas registration statement on Form F-1. There can be no assurance that the Transaction will be consummated.

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements — The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Comparative statements of operations and statements of cash flows for the quarter ended March 31, 2004 have not been presented as the Company was not incorporated and did not begin its operations until April 14, 2004. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the period ended March 31, 2005 are not necessarily indicative of the results to be expected for any other interim period of any future year.

Restricted Investments — Restricted investments consist of investments acquired, which were included in the Trust Fund, with maturities exceeding three months but less than three years. Consistent with

F-18

Trinity Partners Acquisition Company Inc.

Notes to Condensed Financial Statements — (Continued)

Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, the Company classifies all debt securities and all investments in equity securities that have readily determinable fair values as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies. Such securities are reported at fair value, with unrealized gains or losses excluded from earnings and included in other comprehensive income (loss), net of applicable taxes. Discounts from the face value of restricted investments are amortized using the interest method over the period from the date of purchase to maturity and are included in interest income on the accompanying statement of operations.

Net Loss Per Share — Net loss per share is computed based on the weighted average number of shares of common and Class B common stock outstanding.

Reclassifications — Certain prior year amounts have been reclassified to conform to the current period presentation.

New Accounting Pronouncements — The Company does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

NOTE 3 — PUBLIC OFFERING OF SECURITIES

In the Offering, effective July 29, 2004 (closed on August 4, 2004), the Company sold to the public 143,750 Series A Units (the “Series A Units” or a “Series A Unit”) and 747,500 Series B Units (the “Series B Units” or a “Series B Unit”) at a price of $10.50 and $10.10 per unit, respectively, inclusive of an option issued to the underwriters to purchase additional Series A Units and Series B Units, which was exercised in full. Proceeds from the initial public offering, including the exercise of the over allotment

F-19

Trinity Partners Acquisition Company Inc.

Notes to Condensed Financial Statements — (Continued)

option, totaled $8,085,653 which was net of $973,472 in underwriting and other expenses. Each Series A Unit consists of two shares of the Company’s common stock, five Class W Redeemable Warrants (a “Class W Warrant”), and five Class Z Redeemable Warrants (a “Class Z Warrant”). Each Series B Unit consists of two shares of the Company’s Class B common stock, one Class W Warrant, and one Class Z Warrant.

Each Class W Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders. The Class W Warrants will expire on July 29, 2009 or earlier upon redemption. Each Class Z Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29 , 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders. The Class Z Warrants will expire on July 29, 2011 or earlier upon redemption . The Company may redeem the outstanding Class W Warrants and/or Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC ( “HCFP”), the representative of the underwriters of the Offering, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption.

Upon closing of the public offering, the Company issued an option, for $100, to HCFP (the “Underwriters Purchase Option” or “UPO”), to purchase up to 12,500 Series A units at an exercise price of $17.325 per unit and/or up to 65,000 Series B units at an exercise price of $16.665 per unit. The Company accounted for the fair value of the UPO, inclusive of the receipt of the $100 cash payment, as an expense of the public offering resulting in a charge directly to stockholders’ equity, which was offset by an equivalent increase in equity for the issuance of the option. The Company estimated the fair value of this UPO, approximately $225,000, using a Black-Scholes option-pricing model. The fair value of the UPO granted was estimated as of the date of grant using the following assumptions: (1) expected volatility of 44.5%, (2) risk-free interest rate of 3.61% and (3) contractual life of 5 years. The UPO may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the UPO (the difference between the exercise prices of the option and the underlying warrants and the market price of the units and underlying securities) to exercise the UPO without the payment of any cash. The Series A Units and Series B Units issuable upon exercise of this option are identical to those in the Offering, except that the exercise price of the warrants included in the units are $5.50 per share and the Class Z Warrants shall be exercisable by HCFP for a period of only five years from the date of the Offering. The UPO is exercisable at $17.325 per Series A Unit and $16.665 per Series B Unit commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders, and expires on July 29, 2009.

F-20

Trinity Partners Acquisition Company Inc.

Notes to Condensed Financial Statements — (Continued)

NOTE 4 — CAPITAL STOCK


	*Preferred Stock*


	*Common Stock and Class B Common Stock*

The Company is authorized to issue 20,000,000 shares of common stock and 2,000,000 shares of Class B common stock. As of March 31, 2005 there were 287,600 shares of the Company’s common stock issued and outstanding and 1,495,000 shares of the Company’s Class B common stock issued and outstanding, including 298,851 Class B common shares subject to possible conversion to cash.

With the exercise of the over-allotment option (Note 3), subsequent to the Offering there are 15,774,900 and 375,000 authorized but unissued shares of the Company’s common stock and the Company’s Class B common stock, respectively, available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class W Warrants and Class Z Warrants, the Underwriters Purchase Option and the officers’ and directors’ Class W Warrants and Class Z Warrants.

The Company has no commitments to issue any shares of common stock other than as described herein.


	*Warrants*

The Class Z Warrants are callable, subject to adjustment in certain circumstances, and entitle the holder to purchase shares at $5.00 per share for a period commencing on the later of: (a) July 29, 2005 and (b) the earlier of the completion of the Business Combination or distribution of the Trust Fund to the Class B stockholders, and ending July 29, 2011. As of March 31, 2005 there were 1,828,750 Class Z Warrants outstanding.

NOTE 5 — RELATED PARTY TRANSACTIONS

The President of the Company is a principal stockholder, officer and director of Unity Venture Capital Associates Ltd. (“Unity”) which at the time of the Offering owned 90,000 Class W Warrants and 90,000 Class Z Warrants. In October 2004, Unity distributed an aggregate of 82,499 of such Class W Warrants and 82,499 of such Class Z Warrants to its stockholders (including 15,450 Class W Warrants and 15,450 Class Z Warrants to Mr. Burstein), leaving Unity the beneficial owner of 7,501 Class W Warrants and 7,501 Class Z Warrants. Since July 29, 2004, upon completion of the Offering, the Company has been obligated to pay Unity a monthly fee of $4,000 for office and secretarial services, including the use of office space in premises occupied by Unity. The Company paid Unity $12,000 for such services during the three months ended March 31, 2005.

In April 2004, the Company issued to each member of our Board of Directors, two of whom are our founding stockholders, Class W Warrants to purchase an aggregate of 362,500 shares of the Company’s common stock, and Class Z Warrants to purchase an aggregate of 362,500 shares of the Company’s common stock, for an aggregate purchase price of $36,250.

F-21

Trinity Partners Acquisition Company Inc.

Notes to Condensed Financial Statements — (Continued)

NOTE 6 — COMMITMENTS

HCFP has been engaged by the Company to act as the Company’s non exclusive investment banker in connection with its business combination (Note 1). For assisting Trinity in structuring and negotiating the terms of the business combination transaction, the Company must pay HCFP a fee of $75,000 of cash, and issue to HCFP 7,500 shares of common stock and five year warrants to purchase 15,000 shares of common stock at $5.00 per share, at closing of the business combination.

F-22

FREESEAS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Annual Financial Statements of FreeSeas Inc.
	Report of Independent Registered Public Accounting Firm	F-24
	Consolidated Balance Sheet as of December 31, 2004	F-25
	Consolidated Statement of Operations for the Period from the Date of Inception (April 23, 2004) to December 31, 2004	F-26
	Consolidated Statement of Cash Flows for the Period from the Date of Inception (April 23, 2004) to December 31, 2004	F-27
	Consolidated Statement of Changes in Shareholders’ Equity for the Period from the Date of Inception (April 23, 2004) to December 31, 2004	F-28
	Notes to the Consolidated Financial Statements	F-29
	Unaudited Consolidated Balance Sheets as of December 31, 2004 and March 31, 2005	F-40
	Unaudited Consolidated Statement of Operations for the Period ended March 31, 2005	F-41
	Unaudited Consolidated Statement of Cash Flows for the Period ended March 31, 2005	F-42
	Notes to Unaudited Financial Statements	F-43

F-23

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholders

of FreeSeas Inc.

We have audited the accompanying consolidated balance sheet of FreeSeas Inc. (“FreeSeas”) as of December 31, 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for the period from inception (April 23, 2004) to December 31, 2004. These consolidated financial statements are the responsibility of FreeSeas’ management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FreeSeas at December 31, 2004, and the results of its operations and its cash flows for the period from inception (April 23, 2004) to December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers S.A.

May 11, 2005

Piraeus, Greece

F-24

FreeSeas Inc.

Consolidated Balance Sheet

as of December 31, 2004

(All amounts in thousands of United States dollars, except for share data)


				December 31,
		Notes		2004

ASSETS
CURRENT ASSETS:
Cash and cash equivalents				$	461
Restricted cash					400
Trade receivables, net					295
Inventories					41
Due from related party			9		246

	Total current assets				1,443

Fixed assets, net			3		16,188
Deferred charges, net			4		704

	Total assets				18,335


LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Bank overdraft					37
Accounts payable			5		415
Accrued liabilities			6		116
Unearned revenue					284
Shareholders’ advance			9		600
Due to related party			9		119
Long-term debt, current portion			7		3,400

	Total current liabilities				4,971

Long-term debt, net of current portion			7		6,750
Other long term liabilities			8		3,228

	Total long-term liabilities				9,978

	Total Liabilities				14,949

Commitments and contingencies			10
SHAREHOLDERS’ EQUITY
Share capital (40,000,000 common shares authorized, 5,000,000 preferred shares authorized, 4,500,000 common shares issued and outstanding, with par value $.001 per share)			11		5
Additional paid-in capital			11		2,911
Retained earnings					470

	Total shareholders’ equity				3,386

	Total liabilities and shareholders’ equity				18,335

The accompanying notes are an integral part of these consolidated financial statements

F-25

FreeSeas Inc.

Consolidated Statement of Operations

For the Period from Date of Inception (April 23, 2004) to December 31, 2004

(Expressed in thousands of United States dollars, except for share data)


	December 31,
	2004

OPERATING REVENUES		2,830
OPERATING EXPENSES:
Vessel operating expenses		(802	)
Depreciation expense		(872	)
Amortization of deferred dry-docking and special survey costs		(109	)
Management fees		(180	)
Commissions		(127	)
General and Administrative expenses		(34	)

Income from operations		706

OTHER INCOME (EXPENSE):
Finance costs		(240	)
Interest income		4

Other expense		(236	)

Net income		470

Basic and diluted net income per share	$	0.10
Basic and diluted weighted average number of shares		4,500,000

The accompanying notes are an integral part of these consolidated financial statements

F-26

FreeSeas Inc.

Consolidated Statement of Cash Flows

For the Period from Date of Inception (April 23, 2004) to December 31, 2004

(All amounts in thousands of United States dollars)


		December 31,
		2004

Cash Flows from Operating Activities:
Net income			470
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation		872
	Amortization of deferred charges		127
	Amortization of debt discount		66
	Dry-docking and special survey		(641	)
Increase in:
	Trade receivables		(295	)
	Inventories		(41	)
	Due from related party		(246	)
Increase in:
	Accounts payable		415
	Accrued liabilities		116
	Unearned revenue		284
	Due to related party		119

Net Cash from Operating Activities			1,246

Cash Flows from Investing Activities:
	Vessel acquisitions		(17,060	)
	Restricted cash		(400	)

Net Cash used in Investing Activities			(17,460	)

Cash Flows from Financing Activities:
	Proceeds from long-term debt		11,000
	Loans from shareholders		3,675
	Payments of long-term debt		(850	)
	Payments of loans from shareholders		(568	)
	Proceeds from bank overdraft		37
	Issuance of common stock		5
	Shareholders’ contributions		2,966
	Shareholders’ advance		600
	Deferred financing costs		(190	)

Net Cash from Financing Activities			16,675

Net increase in Cash and Cash Equivalents			461

Cash and Cash Equivalents, Beginning of Period			—

Cash and Cash Equivalents, End of Period			461

Supplemental Cash Flow Information:
Cash paid for interest			77

Non-cash shareholder distributions			55

The accompanying notes are an integral part of these consolidated financial statements

F-27

FreeSeas Inc.

Consolidated Statement of Changes in Shareholders’ Equity

For the Period from Date of Inception (April 23, 2004) to December 31, 2004

(All amounts in thousands of United States dollars, except for share data)


					Additional
	Common		Common		Paid-In		Retained
	Shares		Shares $		Capital		Earnings		Total

Issuance of common shares		4,500,000		5		—		—		5
Contributions from shareholders				—		2,911		—		2,911
Net income				—		—		470		470

Balance December 31, 2004		4,500,000		5		2,911		470		3,386

The accompanying notes are an integral part of these consolidated financial statements

F-28

FreeSeas Inc.

Notes to the Consolidated Financial Statements

December 31, 2004

(All amounts in tables in thousands of United States dollars)


1	Basis of Presentation and General Information


	FreeSeas, Inc. (“FreeSeas”), formerly known as Adventure Holdings S.A. was incorporated in the Marshall Islands on April 23, 2004 for the purpose of being the ultimate holding company of the ship owning companies Adventure Two S.A. and Adventure Three S.A. Hereinafter, the consolidated companies referred to above will be referred to as “FreeSeas”, “the Group” or “the Company”.

	FreeSeas owns and operates two Handymax dry bulk carriers. Free Bulkers S.A., a Marshall Islands company, which manages the vessels, is a company owned by common shareholders of FreeSeas. The management company is excluded from the Group.

FreeSeas consists of the companies listed below:


	Company
	FreeSeas Inc.
	Adventure Two S.A.
	Adventure Three S.A.


	The financial statements reflect the results of the operations of the Company and its subsidiaries from inception. The two dry bulk carriers were purchased by vessel-owning subsidiaries on August 4, 2004 and September 29, 2004, respectively from unrelated third parties. The vessels were acquired without existing charters. Any inter-company balances have been eliminated on consolidation.


2	Significant Accounting Policies

Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All significant inter-company balances and transactions have been eliminated. The consolidated financial statements represent a consolidation of the entities within the legal structure of FreeSeas, as listed above.

Use of Estimates: The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation: The functional currency of the Group is the U.S. Dollar. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities, which are denominated in other currencies, are translated to reflect the current exchange rates. Resulting gains or losses are separately reflected in the accompanying consolidated statements of income. Year-end translation losses or gains were insignificant.

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and at bank. Cash restricted accounts consist of retention accounts. The retention account required the Group to deposit $600,000 at the inception of Loan B (see Note 7) with the related financial institution, with $200,000 and $150,000 to be released after the first and second instalments respectively and the balance to be released by April 4, 2005.


	Trade Receivables: The amount shown as Trade Receivables at the balance sheet date, includes estimated recoveries from charterers for hire, freight and demurrage billings, net of allowance for

F-29

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


	doubtful debts. An estimate is made of the allowance for doubtful debts based on a review of all outstanding amounts at year end, and an allowance made for any accounts which management believes are not recoverable. Bad debts are written off in the year in which they are identified. No allowance for doubtful debts has been taken for the period included in these financial statements.

	Inventories: Inventories, which comprise of lubricants, provisions and stores remaining on board the vessels at period-end, are valued at the lower of cost, as determined on a first-in, first-out basis, and market.

	Vessels’ Cost: Vessels are stated at cost, which consists of the contract purchase price and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Otherwise these expenditures are charged to expenses as incurred.

	Vessels’ Depreciation: The cost of the Group’s vessels is depreciated on a straight-line basis over the vessels’ remaining economic useful lives, after considering the estimated residual value. Management estimates the useful life of the Group’s vessels to be 27 years from the date of construction.

	Impairment of Long-lived Assets: The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 144 “Accounting for the Impairment or Disposal of Long-lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long lived assets. The Group adopted SFAS 144 as of its inception date. The standard requires that long-lived assets and certain identifiable intangibles held and used or disposed of by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the future net cash flows are less than the carrying values of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. The review of the carrying amount in connection with the estimated recoverable amount for each of the Group’s vessels, as of the period end, indicated no impairment.

	Accounting for Special Survey and Dry-docking Costs: The Group follows the deferral method of accounting for special survey and dry-docking costs, whereby actual costs incurred are deferred and are amortized over a period of five and two and a half years, respectively. If special-survey or dry-docking is performed prior to the scheduled date, the remaining un-amortized balances are immediately written-off.

	The amortization periods reflect the estimated useful economic life of the deferred charge, which is the period between each special survey and dry-docking.

	Financing Costs: Fees incurred for obtaining new loans are deferred and amortized over the loans’ respective repayment periods, using the effective interest rate method. These charges are included in the balance sheet line item Deferred Charges. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period the repayment or refinancing is made, if the re-financing is deemed to be a debt extinguishment under EITF 96-19.

	Revenue Recognition: Revenue is recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, the price is fixed or determinable, and collection is reasonably assured. The Company generates revenue from time charter of vessels.

	Revenues from time chartering of vessels are recognized on a straight-line basis over the rental periods of such charter agreements, as service is performed, except for loss generating time charters, in which case the loss is recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterer’s disposal for a period of time during which the charterer

F-30

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


	uses the vessel in return for the payment, by the charterer, of a specified daily hire rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium term charters. All other charters are considered long term. Under time charters, operating cost such as for crews, maintenance and insurance are typically paid by the owner of the vessel.

	Unearned Revenue: Unearned voyage revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as revenue over the voyage or charter period.

	Time Charter and Port Terminal Expense: Time charter expenses comprise all expenses related to each particular voyage, including time charter hire paid and voyage freight paid, bunkers, port charges, canal tolls, cargo handling, agency fees and brokerage commissions. Also included in time charter expenses are charterer’s liability insurances, provision for losses on time charters in progress at year-end, direct port terminal expenses and other miscellaneous expenses.


	Profit Sharing Arrangements: The Company has entered into a profit sharing arrangement with the charterer, whereby the Company may receive additional income of 25% of net earnings earned by the charterer, where those earnings are over the base rate of hire, to be settled periodically, during the term of the charter agreement. Revenues generated from the profit sharing arrangement are recorded in the period they are earned. During the period ended December 31, 2004, the Company earned $295,000 from the profit sharing arrangement.


	Repairs and maintenance: All repair and maintenance expenses including major overhauling and underwater inspection expenses are charged against income in the year incurred and are included in vessel operating expenses in the accompanying consolidated statement of income.

	Segment Reporting: The Group reports financial information and evaluates its operations by total charter revenues. The Group does not have discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision makers, reviews operating results solely by revenue per day and operating results of the fleet and thus the Group has determined that it operates under one reportable segment.


	Comprehensive Income: SFAS 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive income and its components and requires restatement of all previously reported information for comparative purposes. For the period from April 23, 2004 through December 31, 2004, comprehensive income was the same as net income.



	Basic and diluted net income per share: There are no dilutive or potentially dilutive securities, accordingly there is no difference between basic and diluted net income per share.

Recent Accounting Developments:

In November 2004, FASB issued SFAS 151, “Inventory Costs — an amendment of ARB No. 43, Chapter 4,” which clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) should be recognized as a current period expense. In addition, SFAS 151 requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005. Management does not believe that the implementation of this standard will have a material impact on the financial position, results of operations or cash flows.

F-31

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)



	In December 2004, FASB issued SFAS 153 “Exchanges of Non-Monetary Assets — An Amendment to APB 29.” APB 29 had stated that all exchanges of non-monetary assets should be recorded at fair value except in a number of situations, including where the exchange is in relation to similarly productive assets. SFAS 153 amends APB 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges for non-monetary assets that do not have commercial substance. A non-monetary transaction has commercial substance where the future cash flows of the business will be expected to change significantly as a result of the exchange. The provisions of this statement will be effective for non-monetary exchanges occurring in fiscal periods beginning after June 15, 2005. Management does not believe that the implementation of this standard will have a material impact on the Company’s financial position, results of operations or cash flows.



	In December 2004, the FASB issued SFAS 123 (Revised) “Share Based Payments” (“SFAS 123(R)”), which required companies to expense the value of employee stock option schemes and similar awards based on the grant date fair value of the award. SFAS 123(R) eliminates the option to use APB 25’s intrinsic method of accounting for valuation of share options and similar awards as provided by SFAS 123 as originally issued. SFAS 123(R) is effective for public companies for annual financial periods beginning after June 15 2005, and the Group will implement as at January 1, 2006. Under the revised standard there are three transition methods available, the modified retrospective model, the modified prospective model with restatement of prior interim results or the modified prospective model without restatement of prior interim results. Management has not yet determined the effect of the adoption of this standard on the Company’s future financial position or results of operations.


	In November 2004 the Task Force issued EITF Issue No. 03-13, “Applying the conditions in Paragraph 42 of SFAS 144 in Determining Whether to Report Discontinued Operations” (“EITF 03-13”), which provides an approach for evaluating whether the criteria in paragraph 42 of FAS 144 have been met for classifying as a discontinued operations a component of an entity that either has been disposed of or is classified as held for sale. This standard will be implemented for year ended December 31, 2005 and management does not believe that the implementation will have a material impact on the Company’s financial position, results of operations or cash flows.


3	Fixed Assets


			Accumulated
	Vessel Cost		Depreciation			Net Book Value

Acquisition of vessels		17,060		(872	)		16,188

December 31, 2004		17,060		(872	)		16,188


	The residual value of the fleet as at December 31, 2004 was estimated at $2.1 million.


4	Deferred Charges


				Special Survey			Financing
	Dry-docking			Cost			Costs			Total

Additions		340			301			190			831
Amortization		(80	)		(29	)		(18	)		(127	)

December 31, 2004		260			272			172			704

F-32

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


5	Accounts payable


	Accounts payable are comprised of the following amounts:


	December 31,
	2004

Suppliers		281
Agents		117
Insurers		17

		415


6	Accrued liabilities


	Accrued liabilities are comprised of the following amounts:


	December 31,
	2004

Accrued wages		34
Accrued interest		62
Accrued expenses		20

		116


7	Long-term debt


	Long-term debt comprises loans advanced to the Group as follows:


					Balance
	Current		Long-Term		December 31,
Loan	Portion		Portion		2004

A		1,700		2,875		4,575
B		1,700		3,875		5,575

		3,400		6,750		10,150

The annual repayments required on the long-term debt outstanding as of December 31, 2004 are as follows:


Loan	Lender		Vessel		Repayment terms

A		Corner Banca S.A.		M/V FREE DESTINY	Seven quarterly installments of US$425, and six quarterly installments of US$267.
					Interest rate at 1.75% above LIBOR
B	Hollandsche Bank — Unie N.V.			M/V FREE ENVOY	Eleven quarterly installments of US$425 and a balloon payment of US$900.
					Interest rate at 2% above LIBOR

a) The vessels indicated in the above table collateralize each respective loan.

b) The debt agreements also include positive and negative covenants for the respective vessel-owning companies, the most significant of which are the maintenance of operating accounts, minimum cash deposits and minimum market values. The borrowers are further restricted from incurring additional indebtedness, changing the vessels’ flags and distributing earnings without the prior consent of the lender.

F-33

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)

c) The weighted average effective interest rates on long-term borrowings for the period ended December 31, 2004 for loan A was 3.63% and for loan B 4.06%.

The annual repayments of the above loans at December 31, 2004 are as follows:


	December 31,
Year	2004

2005	$	3,400
2006		3,242
2007		3,242
2008		266

Total		10,150


8	Loans from shareholders


Loan from shareholders	3,566
Debt discount	(338	)

Balance December 31, 2004	3,228


	This amount represents loans from shareholders used in the partial financing of the acquisition of the vessels. The loans are interest-free and must be repaid no later than the date of the sale of the vessels or December 31, 2006. The long-term liability has been recorded at fair value, and the resulting debt discount is accreted over the term of the loan using the effective interest rate method.

The original loan amount was $4,134,000, with a related debt discount of $459,000. A repayment of $568,000 was effected at December 31, 2004, with a corresponding decrease in the debt discount of $55,000 (see Note 11). The current period debt discount amortization was $66,000. The remaining gross debt balance of $3,566,000 will be repaid as described above. The implicit interest rate was 4.7% for the period ended December 31, 2004. The annual repayments of the above loan at December 31, 2004 are as follows:


Year	December 31, 2004

2005	$	—
2006		3,566
2007		—
2008		—
2009		—
Thereafter		—

Total	$	3,566


9	Related party transactions


*(a)*	*Purchases of services*

All the active vessels listed in Note 1 receive management services from Free Bulkers S.A., a Marshall Islands corporation (“Free Bulkers”), pursuant to a ship-management agreement between each of the ship-owning companies and Free Bulkers. Each agreement calls for a monthly management fee of $15,000 based on a thirty (30) day month. FreeSeas also pays Free

F-34

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)

Bulkers a fee equal to 1 ¹ / 4 % of the gross freight or hire collected from the employment of FreeSeas’ vessels and a 1% commission to be paid to Free Bulkers on the gross purchase price of any new vessels acquired or the gross sales price of any vessels sold by FreeSeas with the assistance of Free Bulkers. FreeSeas also reimburses, at cost, the travel and other personnel expenses of the Free Bulkers staff, including the per diem paid by Free Bulkers to its staff, when they are required to attend FreeSeas’ vessels at port. FreeSeas believes that it pays Free Bulkers industry standard fees for these services.

The Company agreed with the management company that the period of services provided for each vessel in 2004 was determined to be 180 days and accordingly the total management fee for the period ended December 31, 2004 amounted to $180,000. The related expenses are shown under Management fees on the Consolidated Statement of Operations. There were no further commissions paid to Free Bulkers for the ships acquired and chartered during the period, as Free Bulkers did not provide the related assistance. Reimbursements of travel and other personnel expenses of the Free Bulkers staff was $2,000 for the period ended December 31, 2004, and is included within Vessel operating expenses.


*(b)*	*Due to related party (management company)*

The Group had balances outstanding with the management company as follows:


	December 31, 2004

Due to related party		119


*(c)*	*Due from related party (other)*

Other related party consists of a ship owning company controlled by common shareholders. The group transferred funds between the ship owning companies for the payment of borrowings and various suppliers. No terms of payment existed for the settlement of such balances.

The Group had balances outstanding with such related companies as follows:


	December 31, 2004

Due from related party (Adventure One S.A.)		246


	Adventure One S.A. is a Marshall Islands shipping company, which is owned and controlled by common shareholders.


*(d)*	*Shareholders’ advance*

The Group’s shareholders have advanced an amount of $600,000 to the Company to be used as a guarantee for the loan outstanding to Hollandsche Bank — Unie N.V. The advance is interest-free. The advance is recorded at fair value.


10	Commitments and contingencies

The Company entered into an agreement with a financial advisor who will seek to arrange a transaction with Trinity Partners Acquisition Company, Inc. (“Trinity”) (refer to Note 15), in addition to rendering advice and consultation to the Company relating to management, strategic planning, capital requirements, financing and financing sources. The Company will pay the financial advisor (i) $6,000 per month for four months beginning December 1, 2004, (ii) $600,000 upon

F-35

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


	closing of the transaction and (iii) 5% of all monies received from the exercise of up to $8 million of warrants of Trinity outstanding for additional compensation of $400,000.


11	Shareholders’ Equity



	On April 27, 2005, the Company filed amended Articles of Incorporation in the Marshall Islands, whereby the name of the Company was changed from Adventure Holdings S.A. to FreeSeas Inc.


	The authorized number of shares was increased to 45,000,000, of which 40,000,000 would be registered common stock of par value of US $.001 per share and 5,000,000 registered preferred stock with a par value of US $.001 per share.

	In conjunction with the above amendments, the board authorized a 9,000 to 1 stock split, such that the 500 outstanding shares held by the shareholders of record as of April 26, 2005 were split to 4,500,000 shares. The financial statements have been retroactively adjusted for this change. Therefore, of the 40,000,000 shares of common stock authorized, 4,500,000 shares are issued and outstanding. None of the 5,000,000 shares of preferred stock authorized are outstanding.


	The shareholders of the Company contributed funds for the issuance of common stock of $2,971,000 of which $5,000 is the par value and $2,967,000 is additional paid-in capital. The non-cash shareholder distribution of $55,000 relates to a debt discount adjustment associated with the shareholder loan repayment made by the Company at December 31, 2004. See Note 8.



	The Additional paid-in capital of $2,911,000 appearing in the financial statements is analyzed as follows:


Shareholder contributions	$	2,966
Non-cash shareholder distribution		(55	)

Additional paid-in capital		2,911


12	Taxes


	Under the laws of the countries of the companies’ incorporation and/or vessels’ registration, the companies are not subject to tax on international shipping income, however, they are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying Consolidated Statement of Operations.

	Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets certain requirements. Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country, that grants an equivalent exemption from income taxes to U.S. corporations. All the Group’s ship-operating subsidiaries satisfy these initial criteria. In addition, these companies must be more than 50% owned by individuals who are residents, as defined, in the countries of incorporation or another foreign country that grants an equivalent exemption to U.S. corporations. These companies also currently satisfy the more than 50% beneficial ownership requirement. In addition, should the beneficial ownership requirement not be met, upon completion of the public offering of the Group’s shares, the management of the Group believes that by virtue of a special rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company like the Group, the more than 50% beneficial ownership requirement can also be satisfied based on the trading volume and the anticipated widely-held

F-36

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


	ownership of the Group’s shares, but no assurance can be given that this will remain so in the future, since continued compliance with this rule is subject to factors outside the Group’s control.


13	Financial instruments


	The principal financial assets of the Group consist of cash and cash equivalents and trade receivables. The principal financial liabilities of the Group consist of bank overdraft, long-term bank loans, accounts payable and other goods and services paid directly by the Group.

	Interest rate risk: The Group’s interest rates and long-term loan repayment terms are described in Note 7.

	Concentration of credit risk: Financial Instruments that potentially subject the Group to significant concentrations of credit risk consist principally of cash and trade payables. Credit risk with respect to trade accounts receivable is high due to the fact that the Group’s total income is derived from one charterer.

	Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of financial assets and liabilities excluding long-term bank loans approximate their respective fair values due to the short maturity of these instruments. The fair values of long-term bank loans approximate the recorded values, generally due to their variable interest rates.


14	Revenue From Voyages


	The Group operates on a worldwide basis in one operating segment — the shipping transportation market and all revenue has been derived from a single customer. The geographical analysis of revenue from voyages, based on point of destination is presented as follows:


	Operating Revenues
	December 31, 2004

Europe	$	1,988
South America		436
Africa		406

	$	2,830


	During the period ended December 31, 2004, the Group received 100% of its income from a single charterer.


15	Subsequent events

Transaction with Trinity Partners Acquisition Company Inc.



	On March 28, 2005, the Company executed a definitive agreement, which contemplates the merger of Trinity into FreeSeas, with the current shareholders of Trinity receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the merger, the Trinity shareholders will own approximately 28.4% of FreeSeas. In addition, the management of FreeSeas will receive options and warrants to acquire an additional 950,000 shares of the Company’s common stock, exercisable at $5.00 per share over terms ranging from three to five years.



	On May 3, 2005, FreeSeas entered into an amended agreement with the financial advisor whereby the terms of compensation were revised. For services rendered by the financial advisor, the Company will pay $200,000 upon closing of the transaction with Trinity and $400,000 payable in 20 equal monthly installments commencing July 1, 2005. For a period of one year from the date of the closing of the transaction, the financial advisor will provide certain financial and consulting services and advice, for

F-37

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


	which the Company will pay up to $400,000, payable in amounts equal to 5% of each $1,000,000 received by FreeSeas from the exercise of FreeSeas warrants that replace the Trinity warrants that are currently outstanding.

Employment agreements



	Upon consummation of the merger, FreeSeas will enter into employment agreements with its three existing directors. The agreements will be for initial three-year terms, with additional two-year renewal terms. Under the agreements, each officer’s annual base salary is $150,000, which is subject to increases as may be approved by FreeSeas’ Board of Directors. Each officer is also entitled to receive performance or merit bonuses as determined from time to time by FreeSeas’ Board or a committee of the Board and to reimbursement of expenses and other employee benefits as may be implemented.


	The officers are each entitled to receive grants of additional options to acquire shares of FreeSeas’ common stock from time to time during the terms of their respective employment as determined by FreeSeas’ Board of Directors.

Change in terms of shareholder loan and early repayment of shareholder loan


	On April 25, 2005, the shareholder loan terms were amended. The new terms call for the principal balance of the loan to be repaid in eight equal quarterly installments of US $250,000 beginning in March 31, 2006 and ending December 3, 2007, and a balloon payment for the balance due January 1, 2008. If the transaction contemplated with Trinity is completed and, following the closing of the transaction, the Company raises additional capital of at least US $12,500,000, then the outstanding principal balance of the loan shall become immediately payable.

	FreeSeas made a payment of $200,000 on the loan in the first quarter of 2005.

	Due to the change in terms of the shareholder loan and the early repayment made, the annual repayments have been revised subsequent to December 31, 2004 as follows:


2005	$	200
2006		1,000
2007		1,000
2008		1,366
2009		—
Thereafter		—

Total	$	3,566

Articles of incorporation amendment — name change and capital stock increase


	On April 27, 2005, the Company filed amended Articles of Incorporation in the Marshall Islands, whereby the name of the Company was changed from Adventure Holdings S. A. to FreeSeas Inc.

	The authorized number of shares was increased to 45,000,000, of which 40,000,000 would be registered common stock of par value of US $.001 per share and 5,000,000 registered preferred stock with a par value of US $.001 per share.

	In conjunction with the above amendments, the board authorized a 9,000 to 1 stock split, such that the 500 outstanding shares held by the shareholders of record as of April 26, 2005 were split to 4,500,000 shares. The financial statements have been retroactively adjusted for this change. Therefore, of the 40,000,000 shares of common stock authorized, 4,500,000 shares are issued and outstanding. None of the 5,000,000 shares of preferred stock authorized are outstanding.

F-38

FreeSeas Inc.

Notes to the Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)

Vessel acquisition

In April 2005, FreeSeas, through a newly formed subsidiary, entered into a memorandum of agreement to acquire a Handymax vessel originally built in 1982. The purchase price of the vessel is US $11,025,000. Delivery of the vessel and completion of the purchase occurred on June 14, 2005. The vessel was delivered charter-free. FreeSeas financed $7,000,000 of the purchase price with a non-affiliated third party lender. The loan bears interest at a rate of 1.875% above LIBOR. The loan matures in 2008, and is payable in consecutive quarterly installments as follows: two installments of $1,000,000, followed by four installments of $750,000, followed by six installments of $250,000 and a final balloon payment of $500,000. To pay the balance of the purchase price and for working capital, the shareholders of FreeSeas lent $4,216,500 to FreeSeas, which will be repaid from the funds that become available upon the consummation of the transaction with Trinity.

F-39

FreeSeas Inc.

Unaudited Consolidated Balance Sheets

(All amounts in thousands of United States dollars, except per share data)


				(Unaudited)
		December 31, 2004		March 31, 2005

ASSETS
CURRENT ASSETS:
Cash and cash equivalents			461		513
Restricted cash			400		—
Trade receivables, net			295		325
Other receivables			—		23
Inventories			41		41
Due from related party			246		95

	Total current assets		1,443		997

Fixed assets, net			16,188		15,544
Deferred charges, net			704		621

	Total assets		18,335		17,162


LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Bank overdraft			37		—
Accounts payable			415		389
Accrued liabilities			116		109
Unearned revenue			284		291
Shareholders’ advance			600		—
Due to related party			119		52
Long-term debt, current portion			3,400		3,400

	Total current liabilities		4,971		4,241

Long-term debt, net of current portion			6,750		5,900
Other long term liabilities			3,228		3,086

	Total liabilities		14,949		13,227

SHAREHOLDERS’ EQUITY
Share capital (40,000,000 common shares authorized, 5,000,000 preferred shares authorized, 4,500,000 common shares, issued and outstanding, $.001 per share)			5		5
Additional paid-in capital			2,911		2,892
Retained earnings			470		1,038

	Total shareholders’ equity		3,386		3,935

	Total liabilities and shareholders’ equity		18,335		17,162

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-40

FreeSeas Inc.

Unaudited Consolidated Statement of Operations

For the Period Ended March 31, 2005

(All amounts in thousands of United States dollars, except per share data)


	(Unaudited)
	March 31, 2005

OPERATING REVENUES	$	2,324
OPERATING EXPENSES:
Vessel operating expenses		(697	)
Depreciation expense		(644	)
Amortization of deferred dry docking and special survey costs		(69	)
Management fees		(90	)
Commissions		(95	)
General and Administrative expenses		(4	)

Income from operations		725

OTHER INCOME/ (EXPENSE):
Finance costs		(159	)
Interest income		2

Total other income		(157	)

Net income		568

Basic and diluted net income per share	$	0.13
Basic and diluted weighted average number of shares		4,500,000

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-41

FreeSeas Inc.

Unaudited Consolidated Statement of Cash Flows

For the Period Ended March 31, 2005

(All amounts in thousands of United States dollars)


		(Unaudited)
		March 31, 2005

Cash Flows from Operating Activities:
Net income			568
Adjustments to reconcile net income to net cash from operating activities:
	Depreciation		644
	Amortization of deferred charges		83
	Amortization of debt discount		39
(Increase)/ Decrease in:
	Trade receivables		(30	)
	Other receivables		(23	)
	Due from related party		151
Increase/ (Decrease) in:
	Accounts payable		(26	)
	Accrued liabilities		(7	)
	Unearned revenue		7
	Due to related party		(67	)

Net Cash from Operating Activities			1,339

Cash Flows from Investing Activities:
	Restricted cash		400

Net Cash from Investing Activities			400

Cash Flows used in Financing Activities:
	Loans from shareholders		(200	)
	Payments of long-term debt from financing institutions		(850	)
	Repayment of advance from shareholders		(600	)
	Repayment of bank overdraft		(37	)

Net Cash used in Financing Activities			(1,687	)

Net increase in Cash and Cash Equivalents			52

Cash and Cash Equivalents, Beginning of Period			461

Cash and Cash Equivalents, End of Period			513

Supplemental Cash Flow Information:
Cash paid for interest			102

Non cash shareholder distributions			19

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-42

FreeSeas Inc.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2005

(All amounts in tables in thousands of United States dollars)


1	Basis of Presentation and General Information


	FreeSeas Inc. (“FreeSeas”), formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004 for the purpose of being the ultimate holding company of the ship owning companies Adventure Two S.A. and Adventure Three S.A. Hereinafter, the consolidated companies referred to above will be referred to as “FreeSeas”, “the Group” or “the Company”.

	FreeSeas owns and operates two Handymax bulk carriers. Free Bulkers S.A., a Marshall Islands company, which manages the vessels, is a company owned by common shareholders of FreeSeas. The management company is excluded from the Group. FreeSeas consists of the companies listed below:

	Company
	FreeSeas Inc.
	Adventure Two S.A.
	Adventure Three S.A.

The financial statements reflect the results of the operations of the Company and its subsidiaries for the first quarter of 2005. Comparative statements of operations and cash flows are not presented for the first quarter of 2004, as the Company was incorporated on April 23, 2004, and commenced activities in the third quarter of 2004. The two bulk carriers were purchased by vessel-owning subsidiaries on August 4, 2004 and September 29, 2004, respectively from unrelated third parties. The vessels were acquired without existing charters. Any inter-company balances have been eliminated on consolidation.


	The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. The consolidated balance sheet at December 31, 2004 has been derived from the audited financial statements at that date. The unaudited consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal recurring nature and have been reflected in the unaudited consolidated financial statements.

	The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. The information included in these unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes as at December 31, 2004 and for the period from inception (April 23, 2004) to December 31, 2004.

	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

On March 28, 2005, the Company executed a definitive agreement, which contemplates the merger of Trinity Partners Acquisition Company Inc. (“Trinity”) into FreeSeas, with the current shareholders of Trinity receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the merger, the Trinity shareholders will own approximately 28.4% of FreeSeas. In addition, management of FreeSeas will hold options and warrants to acquire an

F-43

FreeSeas Inc.

Notes to the Unaudited Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)

additional 950,000 shares of the Company’s common stock, exercisable at $5.00 per share over terms ranging from three to five years.


2	Summary of Significant Accounting Policies


	Segment Reporting: The Group reports financial information and evaluates its operations by total charter revenues. The Group does not have discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision makers, reviews operating results solely by revenue per day and operating results of the fleet and thus the Group has determined that it operates under one reportable segment.

	Comprehensive income: Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”), establishes standards for the reporting and display of comprehensive income and its components and requires restatement of all previously reported information for comparative purposes. For the period ended March 31, 2005, comprehensive income was the same as net income.


	Basic and Diluted net income per share: There are no dilutive or potentially dilutive securities; accordingly, there is no difference between basic and diluted net income per share.


3	Shareholders’ advance


	During the three month period ended March 31, 2005, the shareholder advance of $600,000 was repaid in full to the shareholders.


4	Other long-term liabilities


	Other long-term liabilities represent loans from shareholders provided at the incorporation and was used for the partial financing of the acquisition of the vessels. During the three month period ended March 31, 2005, the Company repaid $200,000 on the loan from shareholders.


5	Profit sharing agreement


	For the period ended March 31, 2005, the Company recognized $451,000 of revenues from a profit sharing agreement with a charterer.


6	Related party transactions


*(a)*	*Purchases of services*



	All the active vessels listed in Note 1 receive management services from Free Bulkers S.A. a Marshall Islands corporation, pursuant to a ship-management agreement between each of the ship-owning companies and Free Bulkers.



	Under this agreement, the Group recognized management fees of $90,000 for the period ended March 31, 2005. The related expenses are shown under Management fees on the Consolidated Statement of Operations.

F-44

FreeSeas Inc.

Notes to the Unaudited Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)


*(b)*	*Due from related party (management company)*

The Group had balances outstanding with the management company as follows:


	March 31, 2005

Due from management company		95


*(c)*	*Due to related party (other)*


	Other related parties consist of ship owning companies controlled by common shareholders. The group transferred funds between ship owning companies for the payment of borrowings and various suppliers. No terms of payment existed for the settlement of such balances.

	The Group had balances outstanding with such related companies as follows:


	March 31,
	2005

Due to other related parties (One Adventure S.A.)		52

One Adventure S.A. is a Marshall Islands shipping company, which is owned and controlled by common shareholders.


7	Subsequent events

Transaction with Trinity Partners Acquisition Company Inc.

On May 3, 2005, FreeSeas entered into an amended agreement with the financial advisor whereby the terms of compensation were revised. For services rendered by the financial advisor, the Company will pay $200,000 upon closing of the transaction with Trinity and $400,000 payable in 20 equal monthly installments commencing July 1, 2005. For a period for one year from the date of the closing of the transaction, the financial advisor will provide certain financial and consulting services and advice, for which the Company will pay up to $400,000, payable in amounts equal to 5% of each $1,000,000 received by FreeSeas from the exercise of FreeSeas warrants that replace the Trinity warrants that are currently outstanding.

Employment agreement



	Upon consummation of the merger, FreeSeas will enter into employment agreements with its three existing directors. The agreements will be for initial three-year terms, with additional two-year renewal terms. Under the agreements, each officer’s annual base salary is $150,000, which is subject to increases as may be approved by FreeSeas’ Board of Directors. Each officer is also entitled to receive performance or merit bonuses as determined from time to time by FreeSeas’ Board or a committee of the Board and to reimbursement of expenses and other employee benefits as may be implemented.


	The officers are each entitled to receive grants of additional options to acquire shares of FreeSeas’ common stock from time to time during the terms of their respective employment as determined by FreeSeas’ Board of Directors.

Change in terms of shareholder loan


	On April 25, 2005, the shareholder loan terms were amended. The new terms call for the principal balance of the loan to be repaid in eight equal quarterly installments of $250,000 beginning in March 31, 2006 and ending December 3, 2007, and a balloon payment for the balance due January 1, 2008. If the transaction contemplated with Trinity is completed and, following the closing of the

F-45

FreeSeas Inc.

Notes to the Unaudited Consolidated Financial Statements — (Continued)

(All amounts in tables in thousands of United States dollars)



	transaction, the Company raises additional capital of at least $12,500,000, then the outstanding principal balance of the loan shall become immediately payable.


	Due to the change in terms of the shareholder loan and the early repayment made, the annual repayments have been revised subsequent to December 31, 2004 as follows:


2005		$	200
2006			1,000
2007			1,000
2008			1,366
2009			—
Thereafter			—

	Total	$	3,566


	Articles of incorporation amendment — name change and capital stock increase

	On April 27, 2005, the Company filed amended Articles of Incorporation in the Marshall Islands, whereby the name of the Company was changed from Adventure Holdings S. A. to FreeSeas Inc.


	The authorized number of shares was increased to 45,000,000, of which 40,000,000 would be registered common stock of par value of $.001 per share and 5,000,000 registered preferred stock with a par value of $.001 per share.


	In conjunction with the above amendments, the board authorized a 9,000 to 1 stock split, such that the 500 outstanding shares held by the shareholders of record as of April 26, 2005 were split to 4,500,000 shares. The financial statements have been retroactively adjusted for this change. Therefore, of the 40,000,000 shares of common stock authorized, 4,500,000 shares are issued and outstanding. None of the 5,000,000 shares of preferred stock authorized are outstanding.

Vessel acquisition

In June 2005, FreeSeas, through, a newly formed subsidiary, acquired a Handymax drybulk carrier. The purchase price for the vessel was $11,025,000. Delivery of the vessel and completion of the purchase occurred on June 14, 2005. The vessel was delivered charter-free. FreeSeas financed $7,000,000 of the purchase price with a non-affiliated third party lender. The loan bears interest at a rate of 1.875% above LIBOR. The loan matures in 2008, and is payable in consecutive quarterly installments as follows: two installments of $1,000,000, followed by four installments of $750,000, followed by six installments of $250,000 and a final balloon payment of $500,000. To pay the balance of the purchase price and for working capital, the shareholders of FreeSeas lent $4,216,500 to FreeSeas, which will be repaid from the funds that become available upon the consummation of the transaction with Trinity.

F-46

APPENDICES


A.	Agreement and Plan of Merger, dated March 24, 2005, and Amendment No. 1 to Agreement and Plan of Merger dated July 19, 2005

B. Section 262 of the Delaware General Corporation Law — Appraisal Rights

C. Form of Proxy — Trinity

Appendix A

Agreement and Plan of Merger,

dated March 24, 2005

among

Adventure Holdings, S.A.,

The Shareholders of Adventure Holdings S.A.

and

Trinity Partners Acquisition Company Inc.

A-1

Appendix B

DELAWARE GENERAL CORPORATION LAW — APPRAISAL RIGHTS

§262. Appraisal Rights.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:


	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:


	a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

	b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;

	c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

	d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

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	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:


	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

	(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given,

B-2

provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may

B-3

participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

B-4

Appendix C

FORM OF PROXY — TRINITY

Trinity Partners Acquisition Company Inc.

245 Fifth Avenue, Suite 1600

New York, New York 10016

This Proxy is Solicited on Behalf of the Board of Directors

Know All Men By These Presents, that I, the undersigned shareholder of Trinity Partners Acquisition Company Inc. (“Trinity”), hereby name and appoint Lawrence Burstein, Trinity’s current President, my attorney, with power of substitution, to vote as proxy all of the shares of Trinity held of record by the undersigned on [ insert date ], 2005, at the special meeting of the stockholders to be held at on [ insert date ], 2005 at [ insert time ] or any adjournment or postponement thereof, as follows:

[Please specify your vote by checking the box to the left of your choice for each respective proposal.]


	(1) Approving an Agreement and Plan of Merger, dated as of March 24, 2005, by and between Trinity, Adventure Holdings S.A. (now known as FreeSeas Inc.) and , pursuant to which Trinity will merge with and into Adventure, as more particularly described in the enclosed joint proxy statement/ prospectus.


FOR	ABSTAIN	AGAINST
o	o	o

My attorney is further authorized to vote such shares for or against any other matter which may properly come before such special meeting, or any adjournment. I ratify and confirm all acts my attorney may do in the premises under or by virtue of this proxy. I revoke all proxies by me previously given for any meeting of the stockholders of Trinity.

This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made above, the proxy will be voted FOR Proposal 1.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. YOU MAY ALSO RETURN THE PROXY CARD BY FAXING IT TO TRINITY, ATTENTION: CORPORATE SECRETARY AT (212) 523-8293.

C-1

IN WITNESS WHEREOF, I execute this Proxy on [ insert date ], 2005.



	Signature
	Print Name:


	Signature if held jointly
	Print Name:

When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full name as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership or limited liability company, please sign in the entity’s name by an authorized person.


	Name of Entity:

	Title/ Capacity:

C-2

Until [90 days after the effective date of the Form F-1], all dealers that effect transactions in FreeSeas’ securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

The Amended and Restated By-Laws of the Registrant provide that any person who is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another, partnership, joint venture, trust or other enterprise, shall be entitled to be indemnified by the Registrant upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the Business Corporations Act (Part I of the Associations Law) of the Republic of the Marshall Islands, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 60 of the Business Corporations Act (Part I of the Associations Law) of the Republic of the Marshall Islands provides as follows:

Indemnification of directors and officers.

(1) Actions not by or in right of the corporation . A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) Actions by or in right of the corporation . A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(3) When director or officer is successful . To the extent that director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

II-1

(4) Payment of expenses in advance . Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

(5) Indemnification pursuant to other rights . The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(6) Continuation of indemnification . The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) Insurance . A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

Item 7. Recent Sales of Unregistered Securities.

On May 5, 2005, the Registrant issued 4,500,000 shares of its Common Stock, par value US$.001 per share, and granted a total of 750,000 options to purchase shares of Common Stock and 200,000 warrants to purchase shares of Common Stock. The shares of Common Stock were issued to the current shareholders of the Registrant pursuant to a recapitalization effected as of that date of the 500 shares originally issued in 2004 in connection with the organization of the Registrant. The options were granted to the Registrant’s executive officers pursuant to their employment agreements. The warrants were granted to the current shareholders of the Registrant in connection with the merger described in this Registration Statement. All of such shares were issued, and the options and warrants were granted, in transactions exempt from the registration requirements under the Securities Act of 1933 pursuant to Section 4(2) thereof.

Item 8. Exhibits and Financial Statement Schedules.

a. Exhibits


	2.1			Agreement and Plan of Merger dated as of March 24, 2005 by and among Adventure Holdings S.A., the Shareholders of Adventure Holdings S.A. (now known as FreeSeas Inc.) and Trinity Partners Acquisition Company Inc. ⁽¹⁾

	2.2			Instrument of Joinder to Merger Agreement by Alastor Investments S.A. ⁽²⁾

	2.3			Instrument of Joinder to Merger Agreement by N.Y. Holdings S.A. ⁽²⁾

	2.4			Instrument of Joinder to Merger Agreement by The Mida’s Touch S.A. ⁽²⁾

	2.5			Amendment No. 1 to Agreement and Plan of Merger dated July 19, 2005 ⁽²⁾

	3.1			Amended and Restated Articles of Incorporation of FreeSeas Inc. (formerly known as Adventure Holdings S.A.) ⁽¹⁾

	3.2			Amended and Restated By-Laws of FreeSeas Inc. (formerly known as Adventure Holdings S.A.) ⁽¹⁾

II-2



	4.1			Specimen Common Stock Certificate ⁽²⁾

	4.2			Form of Class A Warrant ⁽²⁾

	4.3			Form of Class W Warrant ⁽²⁾

	4.4			Form of Class Z Warrant ⁽²⁾

	4.5			Form of Management Stock Option Agreement ⁽²⁾

	5.1			Opinion of Reeder & Simpson P.C., Marshall Islands Counsel to the Registrant, as to the validity of the shares of Common Stock ⁽¹⁾

	8.1			Opinion of Seward & Kissel LLP, as to certain tax matters ⁽²⁾

	10.1			Form of Employment Agreement between George D. Gourdomichalis and FreeSeas Inc. ⁽²⁾

	10.2			Form of Employment Agreement between Ion G. Varouxakis and FreeSeas Inc. ⁽²⁾

	10.3			Form of Employment Agreement between Efstathios D. Gourdomichalis and FreeSeas Inc. ⁽²⁾

	10.4			2005 Stock Incentive Plan ⁽²⁾

	10.5			First Preferred Marshall Islands Vessel Mortgage dated August 4, 2004 by Adventure Two S.A. in favor of Corner Banca S.A. ⁽²⁾

	10.6			Deed of Pledge of Shares in Adventure Two S.A. dated August 4, 2004 by Adventure Holdings S.A. (now known as FreeSeas Inc.) to Corner Banca S.A. ⁽²⁾

	10.7			Credit Agreement dated June 24, 2004 between Adventure Three S.A. and Hollandsche Bank-Unie N.V. ⁽²⁾

	10.8			Mortgage dated September 29, 2004 by Adventure Three S.A. in favor of Hollandsche Bank-Unie N.V. ⁽²⁾

	10.9			Deed of Assignment dated September 29, 2004 between Adventure Three S.A. and Hollandsche Bank-Unie N.V. ⁽²⁾

	10.10			Short-Term Loan Agreement in Euros and Optional Currencies dated July 8, 2004 between Adventure Three S.A. and Hollandsche Bank-Unie N.V. ⁽²⁾

	10.11			Standard Ship Management Agreement dated July 1, 2004 between Free Bulkers S.A. and Adventure Two S.A. ⁽¹⁾

	10.12			Standard Ship Management Agreement dated July 1, 2004 between Free Bulkers S.A. and Adventure Three S.A. ⁽¹⁾

	10.13			Loan Agreement dated August 2, 2004 among Adventure Holdings S.A. (now known as FreeSeas Inc.), G. Bros S.A., and V Capital S.A., regarding the M/V “Free Destiny” ⁽²⁾

	10.14			First Amendment to Loan Agreement dated effective as of April 25, 2005 among Adventure Holdings S.A. (now known as FreeSeas Inc.), G. Bros S.A., and V Capital S.A., regarding the M/V “Free Destiny” ⁽²⁾

	10.15			Loan Agreement dated September 20, 2004 among Adventure Holdings S.A. (now known as FreeSeas Inc.), G. Bros S.A., and V Capital S.A., regarding the M/V “Free Envoy” ⁽²⁾

II-3



	10.16			First Amendment to Loan Agreement dated effective as of April 25, 2005 among Adventure Holdings S.A. (now known as FreeSeas Inc.), G. Bros S.A., and V Capital S.A., regarding the M/V “Free Envoy” ⁽²⁾

	10.17			Form of Lock-Up Agreement ⁽²⁾

	10.18			Letter Agreement dated May 3, 2005 between Poseidon Capital Corp. and FreeSeas Inc. ⁽²⁾

	10.19			Standard Ship Management Agreement dated April 15, 2005 between Free Bulkers S.A. and Adventure Four S.A. ⁽²⁾

	10.20			Amendment No. 1 of July 22, 2005 to the “Shipman 98” Agreement dated July 1, 2004 between Adventure Two S.A. & Free Bulkers S.A. ⁽²⁾

	10.21			Amendment No. 1 of July 22, 2005 to the “Shipman 98” Agreement dated July 1, 2004 between Adventure Three S.A. & Free Bulkers S.A. ⁽²⁾

	21.1			Subsidiaries of the Registrant ⁽¹⁾

	23.1			Consent of Reeder & Simpson P.C. (included in its opinion filed as Exhibit 5.1) ⁽¹⁾

	23.2			Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 8.1) ⁽²⁾

	23.3			Consent of PricewaterhouseCoopers LLP S.A. ⁽²⁾

	23.4			Consent of J. H. Cohn LLP ⁽²⁾

	24.1			Power of Attorney ⁽¹⁾

	99.1			Consent of Dimitrios Germidis, nominee for director ⁽²⁾

	99.2			Consent of Focko H. Nauta, nominee for director ⁽²⁾

	99.3			Consent of George I. Margaronis, nominee for director ⁽²⁾



(1)	Previously filed.



(2)	Filed herewith.


(3)	Included on the signature page of this Registration Statement.

b. Financial Statement Schedules

None.

Item 9. Undertakings.

(a) Rule 415 Offering.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

	(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in

II-4

the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by §210.3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering.

(g) Registration on Form S-4 or F-4 of securities offered for resale.

(1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Request for acceleration of effective date or filing of registration statement on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Amendment No. 1 to Form F-1 and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Piraeus, Country of Greece on July 22, 2005.


	FREESEAS INC.


	By:	/s/ George D. Gourdomichalis



	Name: George D. Gourdomichalis
	Title: Chairman of the Board and President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.


Signatures	Title	Date

/s/ George D. Gourdomichalis George D. Gourdomichalis	Chairman of the Board of Directors and President		July 22, 2005

/s/ Ion G. Varouxakis Ion G. Varouxakis	Chief Executive Officer, Secretary and Director (Principal Executive Officer)		July 22, 2005

/s/ Efstathios D. Gourdomichalis Efstathios D. Gourdomichalis	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)		July 22, 2005

Authorized U.S. Representative			July 22, 2005

By: A. Jeffry Robinson, P.A

By: /s/ A. Jeffry Robinson Name: A. Jeffry Robinson Title: President

II-6

EXHIBIT 2.2

INSTRUMENT OF JOINDER TO MERGER AGREEMENT

In accordance with, and subject to the terms and conditions of, the Agreement and Plan of Merger, dated March 24, 2005, by and among Adventure Holdings S.A., a corporation organized under the laws of the Republic of the Marshall Islands, V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, G. Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis and Trinity Partners Acquisition Company Inc. (the "Merger Agreement"), the undersigned, Alastor Investments S.A., a corporation organized under the laws of the Republic of the Marshall Islands, hereby consents to and agrees to be bound by the representations and warranties, covenants, agreements and all other obligations applicable to an Adventure Shareholder (as defined in the Merger Agreement) in the Merger Agreement and shall be an Adventure Shareholder for all purposes under the Merger Agreement.

Alastor Investments S.A.

Dated: 30 May 2005                             By: /s/ George D. Gourdomichalis
      ----------------                             ----------------------------
                                                  Name: George D. Gourdomichalis
                                                  Title: President/Director

EXHIBIT 2.3

INSTRUMENT OF JOINDER TO MERGER AGREEMENT

In accordance with, and subject to the terms and conditions of, the Agreement and Plan of Merger, dated March 24, 2005, by and among Adventure Holdings S.A., a corporation organized under the laws of the Republic of the Marshall Islands, V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, G. Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis and Trinity Partners Acquisition Company Inc. (the "Merger Agreement"), the undersigned, N.Y. Holdings S.A., a corporation organized under the laws of the Republic of the Marshall Islands, hereby consents to and agrees to be bound by the representations and warranties, covenants, agreements and all other obligations applicable to an Adventure Shareholder (as defined in the Merger Agreement) in the Merger Agreement and shall be an Adventure Shareholder for all purposes under the Merger Agreement.

N.Y. Holdings S.A.

Dated: 30 May 2005                     By:/s/ Efstathios D. Gourdomichalis
      -------------                       --------------------------------
                                          Name: Efstathios D. Gourdomichalis
                                          Title: President

EXHIBIT 2.4

INSTRUMENT OF JOINDER TO MERGER AGREEMENT

In accordance with, and subject to the terms and conditions of, the Agreement and Plan of Merger, dated March 24, 2005, by and among Adventure Holdings S.A., a corporation organized under the laws of the Republic of the Marshall Islands, V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, G. Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis and Trinity Partners Acquisition Company Inc. (the "Merger Agreement"), the undersigned, The Mida's Touch S.A., a corporation organized under the laws of the Republic of the Marshall Islands, hereby consents to and agrees to be bound by the representations and warranties, covenants, agreements and all other obligations applicable to an Adventure Shareholder (as defined in the Merger Agreement) in the Merger Agreement and shall be an Adventure Shareholder for all purposes under the Merger Agreement.

The Mida's Touch S.A.

Dated: 31st May 2005                                 By: /s/ Ion G. Varouxakis
      --------------                                    -----------------------
                                                        Name: Ion G. Varouxakis
                                                        Title: President

Exhibit 2.5

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") is dated as of July 19, 2005, by and among FreeSeas Inc. (formerly Adventure Holdings, S.A.), a corporation organized under the laws of the Republic of the Marshall Islands ("FREESEAS"), Alastor Investments S.A., a corporation organized under the laws of the Republic of the Marshall Islands ("ALASTOR"), The Mida's Touch S.A., a corporation organized under the laws of the Republic of the Marshall Islands ("MIDA'S TOUCH"), N.Y. Holdings S.A., a corporation organized under the laws of the Republic of the Marshall Islands ("N.Y. HOLDINGS"), George D. Gourdomichalis ("G. GOURDOMICHALIS"), Stathis D. Gourdomichalis ("S. GOURDOMICHALIS") and Ion G. Varouxakis ("VAROUXAKIS"), and Trinity Partners Acquisition Company Inc., a corporation organized under the laws of the State of Delaware ("TRINITY").

W I T N E S S E T H:

WHEREAS, Trinity, FreeSeas, V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, ("V CAPITAL"), G Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, ("G BROS"), G. Gourdomichalis, S. Gourdomichalis and Varouxakis entered into that certain Agreement and Plan of Merger, dated as of March 24, 2005 (the "MERGER AGREEMENT");

WHEREAS, in accordance with Section 6.13 of the Merger Agreement, V Capital and G Bros transferred and assigned all of their respective shares in FreeSeas to Alastor, Mida's Touch and N.Y. Holdings on April 25, 2005, thus making each of Alastor, Mida's Touch and N.Y. Holdings a FreeSeas Shareholder (as such term is defined in the Merger Agreement);

WHEREAS the parties hereto desire to amend the Merger Agreement as set forth herein:

NOW, THEREFORE, in consideration of the premises and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties hereto, it is hereby agreed as follows:

1. RULES OF CONSTRUCTION; DEFINITIONS. The rules of construction set forth in the Merger Agreement shall be applied to this Amendment. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

2. AMENDMENTS TO THE MERGER AGREEMENT. Subject to the terms and conditions of this Amendment:

(a) Section 8.1(f) of the Merger Agreement is hereby amended by changing the date contained therein from "July 31, 2005" to "September 30, 2005"; and

(b) Section 7.3(d) of the Merger Agreement is hereby amended by adding the following:

"(6) A Certificate of Ownership and Encumbrance issued by the Office of the Maritime Administrator, Republic of the Marshall Islands, dated not more than five (5) Business Days prior to the Closing, confirming that Adventure Four S.A. is the owner of the Free Fighter free and clear of any Lien other than as disclosed in Section 3.9(b) of the Adventure Disclosure Schedule;

(7) A certificate by Lloyd's Register of Shipping dated not more than ten (10) Business Days prior to the Closing, to the effect that the Free Fighter is in class without overdue recommendation."

3. NO OTHER AMENDMENT. All other terms and conditions of the Merger Agreement shall remain in full force and effect and the Merger Agreement shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

4. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6. COUNTERPARTS. This Amendment may be executed in two or more counterparts, which taken together, shall constitute a single original document.

7. MODIFICATIONS IN WRITING. No provision of this Amendment may be amended, changed, waived, discharged or terminated except by an instrument in writing signed by all of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first above written.

TRINITY PARTNERS ACQUISITION COMPANY, INC.

By:  /s/ Lawrence Burstein
    ---------------------------------------
    Name: Lawrence Burstein
    Title: President

FREESEAS INC.

By:  /s/ George D. Gourdomichalis
    ---------------------------------------
    Name: George D. Gourdomichalis
    Title: President

ALASTOR INVESTMENTS S.A.

By:  /s/ George D. Gourdomichalis
    ---------------------------------------
    Name: George D. Gourdomichalis
    Title: President

THE MIDA'S TOUCH S.A.

By:  /s/ Ion G. Varouxakis
    ---------------------------------------
    Name: Ion G. Varouxakis
    Title: President

N.Y HOLDINGS S.A.

By:  /s/ Efstathios D. Gourdomichalis
    ---------------------------------------
    Name: Efstathios D. Gourdomichalis
    Title: President


/s/ George D. Gourdomichalis
-------------------------------------------
George D. Gourdomichalis



/s/ Efstathios D. Gourdomichalis
-------------------------------------------
Efstathios D. Gourdomichalis



/s/ Ion G. Varouxakis
-------------------------------------------
Ion G. Varouxakis

.
.
Exhibit 4.1

Certificate  ***No. 0***  For ___ Shares                 From whom transferred                       Received Certificate No. ___
Issued to ______________________________          ______________________________________             For _________________ Shares
________________________________________          Dated ______________________ 20 ______             on __________________ 20 ___
Dated __________________________ 20 ____      No. of Original    No. of Original   No. of Shares
                                                Certificate          Shares         Transferred

                                              _______________    ______________    _____________



       CERTIFICATE                               INCORPORATED UNDER THE LAWS OF THE                        SHARES
         No. 0                                    REPUBLIC OF THE MARSHALL ISLANDS                       **** 0 ****
                                                                                                        Common Stock


                                                           FREESEAS INC.

40,000,000 SHARES COMMON STOCK, PAR VALUE US $.001                                 5,000,000 PREFERRED STOCK, PAR VALUE US $.001


                        THIS CERTIFIES THAT ________________________________________________________________
                        is hereby issued ___________________________________________________________________
                      fully paid and non-assessable Shares of the Capital Stock of the above named Corporation
                       transferable only on the books of the Corporation by the holder, hereof in person or
                         by duly authorized Attorney upon surrender of this Certificate properly endorsed.

                        IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by
                          its duly authorized officers and its Corporate Seal to be hereunto affixed this
                                     ______ day of __________________________ A.D. 20 _____.


                                                         SAMPLE CERTIFICATE

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

For Value Received, _______ hereby sell, assign and transfer unto _____________________________ ____________________________________ Shares represented by the within certificate and do hereby irrevocably constitute and appoint _____________________________ Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

Dated ___________ 20 ______

In presence of ____________________

FREESEAS INC. WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY CLASS OF PREFERRED SHARES IN SERIES, THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SUCH SERIES SO FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY OF THE BOARD TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES.

EXHIBIT 4.2

NUMBER WARRANTS

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, ________, 20__

FREESEAS INC.

CUSIP _____________

CLASS A WARRANT

THIS CERTIFIES THAT, for value received _______________________________ is the registered holder of a Class A Warrant expiring July 29, 2009 (the "Warrant") to purchase ____________________ fully paid and non-assessable shares of Common Stock, par value $.0001 per share ("Shares"), of FreeSeas Inc., a Marshall Islands corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) July 29, 2005 or (ii) the consummation by the Company of the merger, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder.

Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by an attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in

the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

By:                                         By:
   --------------------------------            --------------------------------
                          Secretary                                   President

SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS

The undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Dated:
      -----------------                              --------------------------
                                                     SIGNATURE

                                                     --------------------------
                                                     ADDRESS

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

                                                     --------------------------
                                                     TAX IDENTIFICATION NUMBER

ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS

For Value Received, ____________________ hereby sell, assign, and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

______________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint _________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:
       -------------------                  -----------------------------------
                                            SIGNATURE

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.

EXHIBIT 4.3

NUMBER WARRANTS

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, ________, 20__

FREESEAS INC.

CUSIP _____________

CLASS W WARRANT

THIS CERTIFIES THAT, for value received _______________________________ is the registered holder of a Warrant or Warrants expiring ________, 2009 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of FreeSeas Inc., a Marshall Islands corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) ____________, 2005 or (ii) the consummation by the Company of the merger, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

The Company reserves the right to call the Warrant, at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days' notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $7.50 per share on each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $.05 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.05 call price.

By:                                            By:
   ------------------------------------            ---------------------------
                              Secretary                              President

SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

Dated:
      -----------------                      ----------------------------------
                                             SIGNATURE

                                             ----------------------------------
                                             ADDRESS

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

                                             ----------------------------------
                                             TAX IDENTIFICATION NUMBER

ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS

For Value Received, ___________________ hereby sell, assign, and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

Dated:
       -------------------                  -----------------------------------
                                            SIGNATURE

EXHIBIT 4.4

NUMBER WARRANTS

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, ________, 20__

FREESEAS INC.

CUSIP _____________

CLASS Z WARRANT

THIS CERTIFIES THAT, for value received ______________________________ is the registered holder of a Warrant or Warrants expiring ________, 2011 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of FreeSeas Inc., a Marshall Islands corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) _____________, 2005 or (ii) the consummation by the Company of the merger, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

The Company reserves the right to call the Warrant, at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days' notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $8.75 per share on each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $.05 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.05 call price.

By:                                            By:
   -----------------------------------            -----------------------------
                             Secretary                                President

SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

Dated:
      -----------------                      -----------------------------------
                                             SIGNATURE

                                             -----------------------------------
                                             ADDRESS

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

                                             -----------------------------------
                                             TAX IDENTIFICATION NUMBER

ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS

For Value Received, ___________________ hereby sell, assign, and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

Dated:
      --------------------                  -----------------------------------
                                            SIGNATURE

EXHIBIT 8.1

July 22, 2005

Trinity Partners Acquisition Company Inc. 245 Fifth Avenue, Suite 1600
New York, New York 10016

FreeSeas Inc.
93 Akti Miaouli
Piraeus, Greece

The Shareholders of FreeSeas Inc.
c/o FreeSeas Inc.
93 Akti Miaouli
Piraeus, Greece

Re: Trinity Partners Acquisition Company Inc. Merger with FreeSeas Inc.

Ladies and Gentlemen:

You have requested our opinion regarding certain United States federal income tax matters relating to the merger of Trinity Partners Acquisition Company Inc. ("Trinity") with and into FreeSeas Inc. ("FreeSeas").

In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Agreement and Plan of Merger dated March 24, 2005, entered into by and between Trinity and FreeSeas, as amended, and the Registration Statement and amendments to such Registration Statement filed by FreeSeas on Form F-l (File No. 333-124825) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, through the date hereof (the "Registration Statement"). We also have obtained such additional information as we have deemed relevant and necessary from representatives of Trinity.

Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.

Based on the facts as set forth in the Registration Statement and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions "Risk Factors" and "Material U.S. Income Tax Consequences" therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters are those opinions attributed to Seward & Kissel LLP expressed in the Registration Statement under the captions "Material U.S. Federal Income Tax Consequences." It is further our opinion that the tax discussion set forth under the caption "Risk Factors - If the merger does not qualify as a nontaxable reorganization under the U.S. Internal Revenue Code, the transaction may be a taxable event to Trinity's stockholders" in the Registration Statement accurately states our views as to the tax matters discussed therein.

Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ SEWARD & KISSEL LLP

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this _____ day of ____________, 2005 by and between FREESEAS INC., a Marshall Islands corporation (the "Company"), and George D. Gourdomichalis (the "Executive").

R E C I T A L S:

A. The Company's Board of Directors desires to employ the Executive to serve as the Company's Chairman of the Board and President on the terms and subject to the conditions set forth in this Agreement.

B. The Executive is willing to make his services available to the Company on the terms and subject to the conditions set forth in the Agreement.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.1 EMPLOYMENT AND TERM. Effective as of ______________, 2005 (the "Commencement Date"), the Company shall employ the Executive and the Executive shall serve the Company, on the terms and conditions set forth herein, for the period (the "Term") beginning on the Commencement Date and expiring on the third anniversary of the Commencement Date (the "Expiration Date"), unless sooner terminated as hereinafter set forth; provided, however, that the Term of this Agreement shall be extended for additional two-year periods if not less than 30 days prior to the Expiration Date or any anniversary thereof, the Company delivers to the Executive written notice that the Term of the Executive's employment hereunder shall be extended for an additional year.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as Chairman of the Board and President of the Company and shall perform the duties of an executive commensurate with such positions, shall diligently perform all services as may be reasonably assigned to him by the Board of Directors of the Company and shall exercise such power and authority as may from time to time be delegated to him by the Board of Directors of the Company. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for any business entity controlling, controlled by, or under common control with the Company by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the controlled entity (such business entities hereinafter individually and collectively, "Affiliates"), including, but not limited to, service as an officer or director of the Company or any Affiliate. During the Term, and consistent with the foregoing, Executive shall devote his time, attention, skill, and ability to the faithful and diligent performance of the duties and responsibilities described herein.

2. COMPENSATION.

2.1 BASE SALARY. The Executive shall receive a base salary at the annual rate of $150,000 (the "Base Salary"). The Base Salary shall be payable in substantially equal installments consistent with the Company's normal payroll schedule, subject to any applicable taxes. The Executive's Base Salary may be increased in the Board's discretion, subject to reasonable performance objectives as established by the Board.

2.2 ADDITIONAL CASH COMPENSATION. The Executive shall also be entitled to receive such performance or merit bonuses (collectively, a "Bonus") as shall be determined from time to time during the Term by the Board or a designated committee of the Board.

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.1 EXPENSE REIMBURSEMENT. Upon the submission of supporting documentation by the Executive, and in accordance with Company policies for its executives, the Company shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company.

3.2 PARTICIPATION IN BENEFIT PLANS. If applicable, the Executive shall be entitled to participate in the Company's insurance plans, deferred compensation plan, stock option plan, retirement income or pension plan, short- and long-term disability programs, or other present or future group employee benefit plan or program of the Company for which executives shall become eligible. Nothing contained in this Agreement shall prevent the Board of Directors from amending, terminating or otherwise altering any such plan, program or arrangement as long as such amendment or alteration equitably affects all executive officers of the Company.

3.3 VACATION. The Executive shall be entitled to reasonable paid vacation during each year of the Term, in accordance with the policies of the Company.

3.4 STOCK OPTIONS. STOCK OPTIONS. The Executive shall be granted options to acquire 300,000 shares of the Company's Common Stock at an exercise price of $5.00 per share (the "Options"). The Options shall vest at a rate of 1/3 per year, with the first 1/3 vesting immediately upon the signing of this Agreement, the second 1/3 vesting on the first anniversary of this Agreement and the final 1/3 on the second anniversary of this Agreement.

3.5 The Executive shall also be entitled from time to time during the Term, in accordance with the Company's policies and with performance objectives as may be established by the Board, to receive grants of additional options to acquire shares of the Company's Common Stock.

4. TERMINATION.

4.1 TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate this Agreement, and Executive's employment, "for cause" at any time. As used herein, "for cause" shall mean any one of the following: (1) the willful breach or habitual neglect by Executive of his job duties and responsibilities;
(2) material default or other material breach by Executive of Executive's obligations hereunder or fraud; or (3) conviction of any crime, excluding minor traffic offenses. In the event the Company terminates the Executive's employment for cause, the Executive shall be entitled to receive only his Base Salary earned up until the date of said termination.

4.2 TERMINATION BY DEATH OR DISABILITY. In the event of the Executive's death, this Agreement and the Executive's salary and compensation shall automatically end. If the Executive is unable to perform his employment duties for a cumulative period of 90 business days in any six-month period, this Agreement and Executive's employment will be automatically terminated. The Company will pay the Executive on the date of termination the earned compensation set forth in this Agreement. Any bonus due under Section 2.2 shall be prorated to the date of termination.

5. CONFIDENTIAL INFORMATION. Executive will, in the course of Executive's duties on behalf of the Company, be advised of certain business matters and affairs of the Company. The duties performed by Executive place Executive in a position of trust and confidence with respect to certain trade secrets and other proprietary information relating to the business of the Company and not generally known to the public. This proprietary information includes sales or sales strategies or prospects, pricing or pricing strategies, advertising or promotional programs, inventions, developments, or discoveries of the Company, customer lists, finances, including prices, costs, and revenues, and other business arrangements, plans, procedures and strategies (collectively, the "Confidential Information"). Both during and after the Term, Executive shall not, directly or indirectly, divulge, publish, communicate, or make available to any person, corporation, governmental agency, or other entity (except in performing Executive's duties hereunder), or use for Executive's own or any other person or entity's purposes or benefit, any Confidential Information. Executive shall use his best efforts to prevent the publication or disclosure by any other person or entity of any such Confidential Information. While Executive is employed by the Company, all documents and Confidential Information compiled, received, held, or used by Executive in connection with the business of the Company shall remain the Company's property. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include (i) information known to Executive prior to his employment with the Company; (ii) information otherwise in the public domain, or (iii) information requested pursuant to judicial process.

exclusive property of the Company, as the case may be, and shall be returned immediately to the Company on termination of this Agreement.

7. NON-COMPETE. As a condition of employment with the Company, Executive agrees that, so long as Executive is employed by the Company, Executive shall not, directly or indirectly, whether or not for compensation, be engaged in or have any financial interest in any business competing with the business of the Company as conducted or as may be conducted in the future. For purposes of this Agreement, the definition of engaged in or financial interest in a business shall include being employed, or being a partner in an entity which is engaged in a business competing with that of the Company or having an equity or other financial interest in an entity engaged in a business competing with that of the Company. Notwithstanding the foregoing (i) the ownership of securities of any entity representing less than 20% of any class of securities of any entity issued and outstanding, and (ii) any interest acquired by the laws of descent or distribution shall not be prohibited hereunder. Further, the performance of services on behalf of and the owning of securities of any Affiliate shall not be prohibited hereunder.

8. SOLICITATION OF EMPLOYEES AND CLIENTS. As a condition of employment with the Company, and so long as executive is employed by the Company, Executive shall not directly or indirectly, solicit, interfere with, hire, or entice away from the Company or any of its Affiliates (i) any person who is or was employed by the Company or any of its Affiliates, or (ii) any client or customer of the Company or any potential client or customer of the Company with which the Company was actively engaged in sales or promotional efforts.

9. INJUNCTION AND EQUITABLE RELIEF. It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants contained in this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in this Agreement by the Executive or any of his affiliates, associates, partners or agents, either directly or indirectly, together with all other appropriate equitable relief, and that such right to injunction and equitable relief shall be cumulative and in addition to whatever other remedies the Company may possess.

10. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their personal representatives, successors, heirs and assigns.

11. SEVERABILITY. Invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.

12. TERMINOLOGY. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa. Titles of Paragraphs are for convenience only, and neither limit nor amplify the provisions of the Agreement itself.

13. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Marshall Islands.

14. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties and may not be changed or modified except by an agreement in writing signed by all the parties.

15. NOTICES. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the Company at its principal executive offices and addressed to the Executive at the address first stated herein, or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as provided herein.

16. ATTORNEY'S FEES. In the event that any action is filed or arbitration is conducted regarding this Agreement, the unsuccessful party shall pay to the prevailing party, in addition to all other sums that either party may be called on to pay, a reasonable sum for attorney's fees, including fees incurred in negotiation, preparation for trial or arbitration, and all appeals and enforcement proceedings.

17. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed an original.

18. ASSIGNABILITY. This Agreement shall not be assigned by either party; provided, however, this Agreement may be assigned by the Company without the Executive's consent to the purchaser in a transaction involving the sale of all or substantially all of the Company's assets and Executive may assign the right to receive compensation hereunder to a designee without the Company's consent.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto on the day and year first above written.

COMPANY:

FREESEAS INC.

By:

Name:
Title:

EXECUTIVE:

George D. Gourdomichalis

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

R E C I T A L S:

A. The Company's Board of Directors desires to employ the Executive to serve as the Company's Chief Executive Officer and Secretary on the terms and subject to the conditions set forth in this Agreement.

B. The Executive is willing to make his services available to the Company on the terms and subject to the conditions set forth in the Agreement.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as Chief Executive Officer and Secretary of the Company and shall perform the duties of an executive commensurate with such positions, shall diligently perform all services as may be reasonably assigned to him by the Board of Directors of the Company and shall exercise such power and authority as may from time to time be delegated to him by the Board of Directors of the Company. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for any business entity controlling, controlled by, or under common control with the Company by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the controlled entity (such business entities hereinafter individually and collectively, "Affiliates"), including, but not limited to, service as an officer or director of the Company or any Affiliate. During the Term, and consistent with the foregoing, Executive shall devote his time, attention, skill, and ability to the faithful and diligent performance of the duties and responsibilities described herein.

2. COMPENSATION.

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.3 VACATION. The Executive shall be entitled to reasonable paid vacation during each year of the Term, in accordance with the policies of the Company.

3.4 STOCK OPTIONS. STOCK OPTIONS. The Executive shall be granted options to acquire 250,000 shares of the Company's Common Stock at an exercise price of $5.00 per share (the "Options"). The Options shall vest at a rate of 1/3 per year, with the first 1/3 vesting immediately upon the signing of this Agreement, the second 1/3 vesting on the first anniversary of this Agreement and the final 1/3 on the second anniversary of this Agreement.

4. TERMINATION.

6. BOOKS AND RECORDS. All books, records, accounts and similar repositories of Confidential Information of the Company, whether prepared by the Executive or otherwise coming into the Executive's possession, shall be the exclusive property of the Company, as the case may be, and shall be returned

immediately to the Company on termination of this Agreement.

10. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their personal representatives, successors, heirs and assigns.

11. SEVERABILITY. Invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.

13. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Marshall Islands.

14. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties and may not be changed or modified except by an agreement in writing signed by all the parties.

17. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed an original.

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IN WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto on the day and year first above written.

COMPANY:

FREESEAS INC.

By:

Name:
Title:

EXECUTIVE:

Ion G. Varouxakis

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

R E C I T A L S:

A. The Company's Board of Directors desires to employ the Executive to serve as the Company's Chief Financial Officer and Treasurer on the terms and subject to the conditions set forth in this Agreement.

B. The Executive is willing to make his services available to the Company on the terms and subject to the conditions set forth in the Agreement.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as Chief Financial Officer and Treasurer of the Company and shall perform the duties of an executive commensurate with such positions, shall diligently perform all services as may be reasonably assigned to him by the Board of Directors of the Company and shall exercise such power and authority as may from time to time be delegated to him by the Board of Directors of the Company. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for any business entity controlling, controlled by, or under common control with the Company by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the controlled entity (such business entities hereinafter individually and collectively, "Affiliates"), including, but not limited to, service as an officer or director of the Company or any Affiliate. During the Term, and

consistent with the foregoing, Executive shall devote his time, attention, skill, and ability to the faithful and diligent performance of the duties and responsibilities described herein.

2. COMPENSATION.

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.3 VACATION. The Executive shall be entitled to reasonable paid vacation during each year of the Term, in accordance with the policies of the Company.

3.4 STOCK OPTIONS. STOCK OPTIONS. The Executive shall be granted options to acquire 200,000 shares of the Company's Common Stock at an exercise price of $5.00 per share (the "Options"). The Options shall vest at a rate of 1/3 per year, with the first 1/3 vesting immediately upon the signing of this Agreement, the second 1/3 vesting on the first anniversary of this Agreement and the final 1/3 on the second anniversary of this Agreement.

3.5 The Executive shall also be entitled from time to time during the Term, in accordance with the Company's policies and with performance

objectives as may be established by the Board, to receive grants of additional options to acquire shares of the Company's Common Stock.

4. TERMINATION.

10. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their personal representatives, successors, heirs and assigns.

11. SEVERABILITY. Invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.

13. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Marshall Islands.

14. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties and may not be changed or modified except by an agreement in writing signed by all the parties.

17. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed an original.

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IN WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto on the day and year first above written.

COMPANY:

FREESEAS INC.

By:

Name:
Title:

EXECUTIVE:

Efstathios D. Gourdomichalis

EXHIBIT 10.4

ADVENTURE HOLDINGS S.A.
2005 STOCK INCENTIVE PLAN

ARTICLE 1
GENERAL

1.1 PURPOSE

The Adventure Holdings S.A. 2005 Stock Incentive Plan (the "Plan") is designed to provide certain key persons, on whose initiative and efforts the successful conduct of the business of Adventure Holdings S.A. (the "Company") depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance, and (d) enhance the long-term performance of the Company.

1.2 ADMINISTRATION

(a) Administration by Board of Directors. The Plan shall be administered by the Company's Board of Directors (the "Administrator"). The Administrator shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan and any Award Agreements executed pursuant to Section 2.1 in its sole discretion with all such determination being final, binding and conclusive, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operations, (iv) to make all determinations necessary or advisable in administering the Plan, and (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan.

(b) Administrator Action. Actions of the Administrator shall be taken by the vote of a majority of its members. Any action may be taken by a written instrument signed by a majority of the Administrator members, and action so taken shall be fully as effective as if it had been taken by a vote at a meeting. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Administrator may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities to any person or persons selected by it, and may revoke any such allocation or delegation at any time.

1.3 PERSONS ELIGIBLE FOR AWARDS

The persons eligible to receive awards under the Plan are those officers, directors, and executive, managerial, administrative and professional employees of the Company, (collectively, "key persons") as the Administrator in its sole discretion shall select, taking into account the duties of the respective employees, their present and potential contributions to the success of the Company, and such other factors as the Administrator deems relevant in connection with accomplishing the purpose of the Plan. The Administrator may from time to time, in its sole discretion, determine that any key person shall be ineligible to receive awards under the Plan.

1.4 TYPES OF AWARDS UNDER PLAN

Awards may be made under the Plan in the form of (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) unrestricted stock, (g) restricted stock units, and (h) performance shares, all as more fully set forth in Article II. The term "award" means any of the foregoing. No incentive stock option may be granted to a person who is not an employee of the Company on the date of grant.

1.5 SHARES AVAILABLE FOR AWARDS

(a) Aggregate Number Available; Certificate Legends. Subject to the provisions of Section 1.5(b), the total number of shares of common stock of the Company ("Common Stock") with respect to which awards may be granted pursuant to the Plan is 750,000 shares. Shares issued pursuant to the Plan may be authorized but unissued Common Stock, authorized and issued Common Stock held in the Company's treasury or Common Stock acquired by the Company for the purposes of the Plan. The Administrator may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares.

(b) Adjustment Upon Changes in Common Stock. Upon certain changes in Common Stock, the number of shares of Common Stock available for issuance with respect to awards that may be granted under the Plan pursuant to Section 1.5(a), shall be adjusted pursuant to Section 3.7(a).

(c) Certain Shares to Become Available Again. The following shares of Common Stock shall again become available for awards under the Plan: any shares that are subject to an award under the Plan and that remain unissued upon the cancellation or termination of such award for any reason whatsoever; any shares of restricted stock forfeited pursuant to Section 2.7(e), provided that any dividends paid on such shares are also forfeited pursuant to such Section 2.7(e); and any shares in respect of which a stock appreciation right or performance share award is settled for cash.

1.6 DEFINITIONS OF CERTAIN TERMS

(a) The "Fair Market Value" of a share of Common Stock on any day shall be the closing price on the Nasdaq Stock Market as reported for such day in The Wall Street Journal or, if no such price is reported for such day, the average of the high bid and low asked price of Common Stock as reported for such day. If no quotation is made for the applicable day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding sentence using quotations for the next preceding day for which there were quotations, provided that such quotations shall have been made within the ten (10) business days preceding the applicable day. Notwithstanding the foregoing, if deemed necessary or appropriate by the Administrator, the Fair Market Value of a share of Common Stock on any day shall be determined by the Administrator. In no event shall the Fair Market Value of any share of Common Stock be less than its par value.

(b) The term "incentive stock option" means an option that is intended to qualify for special federal income tax treatment pursuant to sections 421 and 422 of the Code as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Grant Certificate. Any option that is not specifically designated as an incentive stock option shall under no circumstances be considered an incentive stock option. Any option that is not an incentive stock option is referred to herein as a "non-qualified stock option."

(i) to the extent that there is an employment, severance or other agreement governing the relationship between the grantee and the Company, a Company subsidiary or a Company joint venture, which agreement contains a definition of "cause," cause shall consist of those acts or omissions that would constitute "cause" under such agreement; and otherwise,

(ii) the grantee's termination of employment by the Company or an affiliate on account of any one or more of the following:

(1) any failure by the grantee substantially to perform the grantee's employment duties;

(2) any excessive unauthorized absenteeism by the grantee;

(3) any refusal by the grantee to obey the lawful orders of the Board or any other person or Administrator to whom the grantee reports;

(4) any act or omission by the grantee that is or may be injurious to the Company, monetarily or otherwise;

(5) any act by the grantee that is inconsistent with the best interests of the Company;

(6) the grantee's material violation of any of the Company's policies, including, without limitation, those policies relating to discrimination or sexual harassment;

(7) the grantee's unauthorized (a) removal from the premises of the Company or an affiliate of any document (in any medium or form) relating to the Company or an affiliate or the customers or clients of the Company or an affiliate or (b) disclosure to any person or entity of any of the Company's, or its affiliates' confidential or proprietary information;

(8) the grantee's commission of any felony, or any other crime involving moral turpitude; and

(9) the grantee's commission of any act involving dishonesty or fraud.

Any rights the Company may have hereunder in respect of the events giving rise to cause shall be in addition to the rights the Company may have under any other agreement with a grantee or at law or in equity. Any determination of whether a grantee's employment is (or is deemed to have been) terminated for cause shall be made by the Administrator in its discretion, which determination shall be final, binding and conclusive on all parties. If, subsequent to a grantee's voluntary termination of employment or involuntary termination of employment without cause, it is discovered that the grantee's employment could have been terminated for cause, the Administrator may deem such grantee's employment to have been terminated for cause. A grantee's termination of employment for cause shall be effective as of the date of the occurrence of the event giving rise to cause, regardless of when the determination of cause is made.

(d) "Common Stock Offering" shall mean the sale of the Company's Common Stock in a firmly underwritten public offering.

ARTICLE 2
AWARDS UNDER THE PLAN

2.1 AGREEMENTS EVIDENCING AWARDS

Each award granted under the Plan (except an award of unrestricted stock) shall be evidenced by a written certificate ("Award Agreement") which shall contain such provisions as the Administrator may, in its sole discretion, deem necessary or desirable. By executing an Award Agreement pursuant to the Plan, a grantee thereby agrees that the award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

2.2 GRANT OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED STOCK UNITS AND DIVIDEND EQUIVALENT RIGHTS

(a) Stock Option Grants. The Administrator may grant incentive stock options and non-qualified stock options ("options") to purchase shares of Common Stock from the Company, to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, in its sole discretion, subject to the provisions of the Plan.

(b) Stock Appreciation Right Grants; Types of Stock Appreciation Rights. The Administrator may grant stock appreciation rights to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, in its sole discretion, subject to the provisions of the Plan. The terms of a stock appreciation right may provide that it shall be automatically exercised for a cash payment upon the happening of a specified event that is outside the control of the grantee, and that it shall not be otherwise exercisable. Stock appreciation rights may be granted in connection with all or any part of, or independently of, any option granted under the Plan. A stock appreciation right

granted in connection with an option may be granted at or after the time of grant of such option.

(c) Nature of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of the Plan and the applicable Award Agreement, to receive from the Company an amount equal to
(i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over the Fair Market Value of a share of Common Stock on the date of grant (or over the option exercise price if the stock appreciation right is granted in connection with an option), multiplied by (ii) the number of shares with respect to which the stock appreciation right is exercised. Payment upon exercise of a stock appreciation right shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or both, all as the Administrator shall determine in its sole discretion. Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.

(d) Option Exercise Price. Each Award Agreement with respect to an option shall set forth the amount (the "option exercise price") payable by the grantee to the Company upon exercise of the option evidenced thereby. The option exercise price per share shall be determined by the Administrator in its sole discretion. Notwithstanding the foregoing, with respect to any options granted within 30 days of a Common Stock Offering, the option exercise price will be the average of the Fair Market Value of a share of Common Stock over the 30 day period following the closing of the Common Stock Offering.

(e) Exercise Period. Each Award Agreement with respect to an option or stock appreciation right shall set forth the periods during which the award evidenced thereby shall be exercisable, whether in whole or in part. Such periods shall be determined by the Administrator in its sole discretion; provided, however, that no option or a stock appreciation right shall be exercisable more than 10 years after the date of grant, and provided further that, except as and to the extent that the Administrator may otherwise provide pursuant to Sections 2.5, 3.7 or 3.8, no option or stock appreciation right shall be exercisable prior to the first anniversary of the date of grant. (See the default exercise period provided for under Sections 2.3(a) and (b).)

(f) Reload Options. The Administrator may, in its sole discretion, include in any Award Agreement with respect to an option (the "original option") a provision that an additional option (the "reload option") shall be granted to any grantee who, pursuant to Section 2.3(c)(ii), delivers shares of Common Stock in partial or full payment of the exercise price of the original option. The reload option shall be for a number of shares of Common Stock equal to the number thus delivered, shall have an exercise price equal to the Fair Market Value of a share of Common Stock on the date of exercise of the original option, and shall have an expiration date no later than the expiration date of the original option. In the event that an Award Agreement provides for the grant of a reload option, such Agreement shall also provide that the exercise price of the original option be no less than the Fair Market Value of a share of Common

Stock on its date of grant, and that any shares that are delivered pursuant to
Section 2.3(c)(ii) in payment of such exercise price shall have been held for at least six months.

(g) Dividend Equivalent Rights. The Administrator may, in its sole discretion, include in any Award Agreement with respect to an option, stock appreciation right or performance shares, a dividend equivalent right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such award is outstanding and unexercised, on the shares of Common Stock covered by such award if such shares were then outstanding. In the event such a provision is included in a Award Agreement, the Administrator shall determine whether such payments shall be made in cash or in shares of Common Stock, whether they shall be conditioned upon the exercise of the award to which they relate, the time or times at which they shall be made, and such other vesting and forfeiture provisions and other terms and conditions as the Administrator shall deem appropriate.

(h) Restricted Stock Units. The Administrator may, in its sole discretion, grant restricted stock units to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, in its sole discretion, subject to the provisions of the Plan. A restricted stock unit granted under the Plan shall confer upon the grantee a right to receive from the Company, upon the occurrence of an event specified in the Award Agreement, such grantee's vested restricted stock units multiplied by the Fair Market Value of a share of Common Stock. Restricted stock units may be granted in connection with all or any part of, or independently of, any award granted under the Plan. A restricted stock unit granted in connection with another award may be granted at or after the time of grant of such award.

(i) Incentive Stock Option Limitation; Exercisability. To the extent that the aggregate Fair Market Value (determined as of the time the option is granted) of the stock with respect to which incentive stock options are first exercisable by any employee during any calendar year shall exceed $100,000, or such higher amount as may be permitted from time to time under section 422 of the Code, such options shall be treated as non-qualified stock options.

(j) Incentive Stock Option Limitation: 10% Owners. Notwithstanding the provisions of paragraphs (d) and (e) of this Section 2.2, an incentive stock option may not be granted under the Plan to an individual who, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporations (as such ownership may be determined for purposes of section 422(b) (6) of the Code) unless (i) at the time such incentive stock option is granted the option exercise price is at least 110% of the Fair Market Value of the shares subject thereto and (ii) the incentive stock option by its terms is not exercisable after the expiration of 5 years from the date it is granted.

2.3 EXERCISE OF OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK UNITS

Subject to the other provisions of this Article II, each option, stock appreciation right and restricted stock unit granted under the Plan shall be exercisable as follows:

(a) Timing and Extent of Exercise. Options, stock appreciation rights and restricted stock units shall be exercisable at such times and under such conditions as set forth in the corresponding Award Agreement, but in no event shall any such award be exercisable prior to the first anniversary or subsequent to the tenth anniversary of the date on which such award was granted. Unless the applicable Award Agreement otherwise provides, an option, stock appreciation right or restricted stock unit may be exercised from time to time as to all or part of the shares or units as to which such award is then exercisable. A stock appreciation right granted in connection with an option may be exercised at any time when, and to the same extent that, the related option may be exercised.

(b) Notice of Exercise. An option, stock appreciation right or restricted stock unit shall be exercised by the filing of a written notice with the Company or the Company's designated exchange agent (the "exchange agent"), on such form and in such manner as the Administrator shall in its sole discretion prescribe.

(c) Payment of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased. Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its exchange agent) for the full option exercise price; or (ii) with the consent of the Administrator, by delivery of shares of Common Stock having a Fair Market Value (determined as of the exercise date) equal to all or part of the option exercise price and a certified or official bank check (or the equivalent thereof acceptable to the Company or its exchange agent) for any remaining portion of the full option exercise price; or (iii) at the discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms of the Plan, as the Administrator may from time to time prescribe (whether directly or indirectly through the exchange agent).

(d) Delivery of Certificates Upon Exercise. Subject to the provision of section 2.3(e), promptly after receiving payment of the full option exercise price, or after receiving notice of the exercise of a stock appreciation right for which payment will be made partly or entirely in shares, the Company or its exchange agent shall, subject to the provisions of Section 3.2, deliver to the grantee or to such other person as may then have the right to exercise the award, a certificate or certificates for the shares of Common Stock for which the award has been exercised. If the method of payment employed upon option exercise so requires, and if applicable law permits, an optionee may direct the Company or its exchange agent, as the case may be, to deliver the stock certificate(s) to the optionee's stockbroker.

(e) Investment Purpose and Legal Requirements. Notwithstanding the foregoing, at the time of the exercise of any option, the Company may, if it shall deem it necessary or advisable for any reason, require the holder of such option (i) to represent in writing to the Company that it is the optionee's then intention to acquire the Shares with respect to which the option is to be exercised for investment and not with a view to the distribution thereof, or
(ii) to postpone the date of exercise until such time as the Company has available for delivery to the optionee a prospectus meeting the requirements of all applicable securities laws; and no shares shall be issued or transferred

upon the exercise of any option unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Company. The Company shall have the right to condition any issuance of shares to any optionee hereunder on such optionee's undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as the Company shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and certificates representing such shares may contain a legend to reflect any such restrictions.

(f) No Stockholder Rights. No grantee of an option, stock appreciation right or restricted stock unit (or other person having the right to exercise such award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such award until the issuance of a stock certificate to such person for such shares. Except as otherwise provided in Section 1.5(b), no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

2.4 COMPENSATION IN LIEU OF EXERCISE OF AN OPTION

Upon written application of the grantee of an option, the Administrator may in its sole discretion determine to substitute, for the exercise of such option, compensation to the grantee not in excess of the difference between the option exercise price and the Fair Market Value of the shares covered by such written application on the date of such application. Such compensation may be in cash, in shares of Common Stock, or both, and the payment thereof may be subject to conditions, all as the Administrator shall determine in its sole discretion. In the event compensation is substituted pursuant to this Section 2.4 for the exercise, in whole or in part, of an option, the number of shares subject to the option shall be reduced by the number of shares for which such compensation is substituted.

2.5 TERMINATION OF EMPLOYMENT; DEATH SUBSEQUENT TO A TERMINATION OF EMPLOYMENT

(a) General Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d) or (e) of this Section 2.5 or Section 3.8(b)(iii), a grantee who incurs a termination of employment may exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise the award on the termination of employment date; and (ii) exercise must occur within three months after termination of employment but in no event after the original expiration date of the award.

(b) Dismissal for Cause; Resignation. If a grantee incurs a termination of employment as the result of a dismissal for cause or resignation without the Company's prior consent, all options and stock appreciation rights not theretofore exercised shall terminate upon the grantee's termination of employment.

(c) Retirement. If a grantee incurs a termination of employment as the result of his retirement, then any outstanding option, stock appreciation right or restricted stock unit shall be exercisable pursuant to its terms. For this purpose "retirement" shall mean a grantee's termination of employment, under circumstances other than those described in paragraph (b) above, on or after: (x) his 65th birthday, (y) the date on which he has attained age 60 and completed at least five years of service with the Company (using any method of

calculation the Administrator deems appropriate) or (z) if approved by the Administrator, on or after he has completed at least 20 years of service.

(d) Disability. If a grantee incurs a termination of employment by reason of a disability (as defined below), then any outstanding option, stock appreciation right or restricted stock unit shall be exercisable pursuant to its terms. For this purpose "disability" shall mean, except in connection any physical or mental condition that would qualify a grantee for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the grantee from performing the essential functions of the grantee's position (with or without reasonable accommodation) for a period of six consecutive months. The existence of a disability shall be determined by the Administrator in its sole and absolute discretion.

(e) Death.

(i) Termination of Employment as a Result of Grantee's Death. If a grantee incurs a termination of employment as the result of his death, then any outstanding option, stock appreciation right or restricted stock unit shall be exercisable pursuant to its terms.

(ii) Restrictions on Exercise Following Death. Any such exercise of an award following a grantee's death shall be made only by the grantee's executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee's will specifically disposes of such award, in which case such exercise shall be made only by the recipient of such specific disposition. If a grantee's personal representative or the recipient of a specific disposition under the grantee's will shall be entitled to exercise any award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee including, without limitation, the provisions of Sections 3.2 and 3.5 hereof.

(f) Special Rules for Incentive Stock Options. No option that remains exercisable for more than three months following a grantee's termination of employment for any reason other than death or disability, or for more than one year following a grantee's termination of employment as the result of his becoming disabled, may be treated as an incentive stock option.

(g) Administrator Discretion. The Administrator, in the applicable Award Agreement, may waive or modify the application of the foregoing provisions of this Section 2.5.

2.6 TRANSFERABILITY OF OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK UNITS

Except as otherwise provided in an applicable Award Agreement evidencing an option, stock appreciation right or restricted stock unit, during the lifetime of a grantee, each such award granted to a grantee shall be exercisable only by the grantee and no such award shall be assignable or

transferable otherwise than by will or by the laws of descent and distribution. The Administrator may, in any applicable Award Agreement evidencing an option (other than an incentive stock option to the extent inconsistent with the requirements of section 422 of the Code applicable to incentive stock options), permit a grantee to transfer all or some of the options to (A) the grantee's spouse, children or grandchildren ("Immediate Family Members"), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Administrator in its sole and absolute discretion. Following any such transfer, any transferred options shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

2.7 GRANT OF RESTRICTED STOCK

(a) Restricted Stock Grants. The Administrator may grant restricted shares of Common Stock to such key persons, in such amounts, and subject to such vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine in its sole discretion, subject to the provisions of the Plan. Restricted stock awards may be made independently of or in connection with any other award under the Plan. A grantee of a restricted stock award shall have no rights with respect to such award unless such grantee accepts the award within such period as the Administrator shall specify by accepting delivery of a restricted stock agreement in such form as the Administrator shall determine and, in the event the restricted shares are newly issued by the Company, makes payment to the Company its exchange agent by certified or official bank check (or the equivalent thereof acceptable to the Company) in an amount at least equal to the par value of the shares covered by the award.

(b) Issuance of Stock Certificate(s). Promptly after a grantee accepts a restricted stock award, the Company or its exchange agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stock covered by the award or shall establish an account evidencing ownership of the stock in uncertificated form. Upon the issuance of such stock certificate(s), or establishment of such account, the grantee shall have the rights of a stockholder with respect to the restricted stock, subject to: (i) the nontransferability restrictions and forfeiture provision described in paragraphs (d) and (e) of this Section 2.7; (ii) in the Administrator's discretion, to a requirement that any dividends paid on such shares shall be held in escrow until all restrictions on such shares have lapsed; and (iii) any other restrictions and conditions contained in the applicable restricted stock agreement.

(c) Custody of Stock Certificate(s). Unless the Administrator shall otherwise determine, any stock certificates issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in the applicable restricted stock agreement. The Administrator may direct that such stock certificate(s) bear a legend setting forth the applicable restrictions on transferability.

(d) Nontransferability. Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable restricted stock agreement. The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the restricted stock shall lapse.

(e) Consequence of Termination of Employment. A grantee's termination of employment for any reason (including death) shall cause the immediate forfeiture of all shares of restricted stock that have not yet vested as of the date of such termination of employment. All dividends paid on such shares also shall be forfeited, whether by termination of any escrow arrangement under which such dividends are held, by the grantee's repayment of dividends he received directly, or otherwise.

2.8 GRANT OF UNRESTRICTED STOCK

The Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan, to such key persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine in its sole discretion. Shares may be thus granted or sold in respect of past services or other valid consideration.

2.9 GRANT OF PERFORMANCE SHARES

(a) Performance Share Grants. The Administrator may grant performance share awards to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall in its sole discretion determine, subject to the provisions of the Plan. Such an award shall entitle the grantee to acquire shares of Common Stock, or to be paid the value thereof in cash, as the Administrator shall determine, if specified performance goals are met. Performance shares may be awarded independently of, or in connection with, any other award under the Plan. A grantee shall have no rights with respect to a performance share award unless such grantee accepts the award by accepting delivery of a Award Agreement at such time and in such form as the Administrator shall determine.

(b) Stockholder Rights. The grantee of a performance share award will have the rights of a stockholder only as to shares for which a stock certificate has been issued pursuant to the award and not with respect to any other shares subject to the award.

(c) Consequence of Termination of Employment. Except as may otherwise be provided by the Administrator at any time prior to a grantee's termination of employment, the rights of a grantee of a performance share award shall automatically terminate upon the grantee's termination of employment by the Company and its subsidiaries for any reason (including death).

(d) Exercise Procedures; Automatic Exercise. At the discretion of the Administrator, the applicable Award Agreement may set out the procedures to be followed in exercising a performance share award or it may provide that such exercise shall be made automatically after satisfaction of the applicable performance goals.

(e) Tandem Grants; Effect on Exercise. Except as otherwise specified by the Administrator, (i) a performance share award granted in tandem with an option may be exercised only while the option is exercisable, (ii) the exercise of a performance share award granted in tandem with any other award shall reduce the number of shares subject to such other award in the manner specified in the applicable Award Agreement, and (iii) the exercise of any award

granted in tandem with a performance share award shall reduce the number of shares subject to the latter in the manner specified in the applicable Award Agreement.

(f) Nontransferability. Performance shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable Award Agreement. The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the performance shares shall lapse.

ARTICLE 3
MISCELLANEOUS

3.1 AMENDMENT OF THE PLAN; MODIFICATION OF AWARDS

(a) Amendment of the Plan. The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except that no such amendment shall materially impair any rights or materially increase any obligations under any award theretofore made under the Plan without the consent of the grantee (or, upon the grantee's death, the person having the right to exercise the award). For purposes of this Section 3.1, any action of the Board or the Administrator that in any way alters or affects the tax treatment of any award shall not be considered to materially impair any rights of any grantee.

(b) Stockholder Approval Requirement. Stockholder approval shall be required with respect to any amendment to the Plan that (i) increases the aggregate number of shares that may be issued pursuant to incentive stock options or changes the class of employees eligible to receive such options; or
(ii) materially increases the benefits under the Plan to persons whose transactions in Common Stock are subject to section 16(b) of the 1934 Act or increases the benefits under the Plan to someone who is, materially increases the number of shares which may be issued to such persons, or materially modifies the eligibility requirements affecting such persons.

(c) Modification of Awards. The Administrator may cancel any award under the Plan. The Administrator also may amend any outstanding Award Agreement, including, without limitation, by amendment which would: (i) accelerate the time or times at which the award becomes unrestricted or may be exercised, provided that, except as and to the extent that the Administrator may otherwise provide pursuant to Section 2.5, 3.7 or 3.8, no option, stock appreciation right or restricted stock unit shall be exercisable prior to the first anniversary of its date of grant; (ii) waive or amend any goals, restrictions or conditions set forth in the Agreement; or (iii) waive or amend the operation of Section 2.5 with respect to the termination of the award upon termination of employment. However, any such cancellation or amendment (other than an amendment pursuant to Sections 3.7 or 3.8(b)) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding award shall be made only with the consent of the grantee (or, upon the grantee's death, the person having the right to exercise the award).

3.2 Consent Requirement

(a) No Plan Action Without Required Consent. If the Administrator shall at any time determine that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any award under the Plan, the issuance or purchase of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter referred to as a "Plan Action"), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained to the full satisfaction of the Administrator.

(b) Consent Defined. The term "Consent" as used herein with respect to any Plan Action means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies.

3.3 Nonassignability

Except as provided in Sections 2.5(e), 2.6, 2.7(d) and 2.9(f): (a) no award or right granted to any person under the Plan or under any Award Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution; and (b) all rights granted under the Plan or any Award Agreement shall be exercisable during the life of the grantee only by the grantee or the grantee's legal representative.

3.4 Requirement of Notification of Election Under Section 83(b) of the Code

If any grantee shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in section 83(b)), such grantee shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under the authority of Code section 83(b).

3.5 Requirement of Notification Upon Disqualifying Disposition Under
Section 421(b) of the Code

Each Award Agreement with respect to an incentive stock option shall require the grantee to notify the Company of any disposition of shares of Common Stock issued pursuant to the exercise of such option under the circumstances described in section 421(b) of the Code (relating to certain disqualifying dispositions), within 10 days of such disposition.

3.6 Withholding Taxes

(a) With Respect to Cash Payments. Whenever cash is to be paid pursuant to an award under the Plan, the Company shall be entitled to deduct therefrom an amount sufficient in its opinion to satisfy all federal, state and other governmental tax withholding requirements related to such payment.

(b) With Respect to Delivery of Common Stock. Whenever shares of Common Stock are to be delivered pursuant to an award under the Plan, the Company shall be entitled to require as a condition of delivery that the grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy all federal, state and other governmental tax withholding requirements related thereto. With the approval of the Administrator, which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of tax to be withheld. Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an award.

3.7 ADJUSTMENT UPON CHANGES IN COMMON STOCK

(a) Shares Available for Grants. In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum number of shares of Common Stock with respect to which the Administrator may grant awards under Article II hereof, as described in Section 1.5(a), and the individual annual limit described in Section 1.5(d), shall be appropriately adjusted by the Administrator. In the event of any change in the number of shares of Common Stock outstanding by reason of any other event or transaction, the Administrator may, but need not, make such adjustments in the number and class of shares of Common Stock with respect to which awards: (i) may be granted under Article II hereof and (ii) granted to any one employee of the Company or a subsidiary during any one calendar year, in each case as the Administrator may deem appropriate.

(b) Outstanding Restricted Stock and Performance Shares. Unless the Administrator in its sole and absolute discretion otherwise determines, any securities or other property (including dividends paid in cash) received by a grantee with respect to a share of restricted stock, the issue date with respect to which occurs prior to such event, but which has not vested as of the date of such event, as a result of any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of restricted stock vests, and shall be promptly deposited with the Company or other custodian designated pursuant to
Section 2.7(c) hereof.

The Administrator may, in its absolute discretion, adjust any grant of shares of restricted stock, the issue date with respect to which has not occurred as of the date of the occurrence of any of the following events, or any grant of performance shares, to reflect any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of

shares or similar corporate change as the Administrator may deem appropriate to prevent the enlargement or dilution of rights of grantees.

(c) Outstanding Options, Stock Appreciation Rights and Dividend Equivalent Rights--Increase or Decrease in Issued Shares Without Consideration. Subject to any required action by the stockholders of the Company, in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company, the Administrator shall proportionally adjust the number of shares of Common Stock subject to each outstanding option and stock appreciation right, and the exercise price-per-share of Common Stock of each such option and stock appreciation right and the number of any related dividend equivalent rights.

(d) Outstanding Options, Stock Appreciation Rights, Restricted Stock Units and Dividend Equivalent Rights--Certain Mergers. Subject to any required action by the stockholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of shares of Common Stock receive securities of another corporation), each option, stock appreciation right and dividend equivalent right outstanding on the date of such merger or consolidation shall pertain to and apply to the securities which a holder of the number of shares of Common Stock subject to such option, stock appreciation right, restricted stock unit or dividend equivalent right would have received in such merger or consolidation.

(e) Outstanding Options, Stock Appreciation Rights, Restricted Stock Units and Dividend Equivalent Rights--Certain Other Transactions. In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company's assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or
(iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Administrator shall, in its absolute discretion, have the power to:

(i) cancel, effective immediately prior to the occurrence of such event, each option, stock appreciation right and restricted stock unit (including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee to whom such option or stock appreciation right was granted an amount in cash, for each share of Common Stock subject to such option or stock appreciation right, respectively, equal to the excess of (x) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (y) the exercise price of such option or stock appreciation right; or

(ii) provide for the exchange of each option, stock appreciation right and restricted stock unit (including any related dividend equivalent right) outstanding immediately prior to such event (whether or not then exercisable) for an option on, stock appreciation right, restricted stock unit and dividend equivalent right with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to such option, stock appreciation right or restricted stock unit would have received and,

incident thereto, make an equitable adjustment as determined by the Administrator in its absolute discretion in the exercise price of the option, stock appreciation right or restricted stock unit, or the number of shares or amount of property subject to the option, stock appreciation right, restricted stock unit or dividend equivalent right or, if appropriate, provide for a cash payment to the grantee to whom such option, stock appreciation right or restricted stock unit was granted in partial consideration for the exchange of the option, stock appreciation right or restricted stock unit.

(f) Outstanding Options, Stock Appreciation Rights, Restricted Stock Units and Dividend Equivalent Rights--Other Changes. In the event of any change in the capitalization of the Company or a corporate change other than those specifically referred to in Sections 3.7(c), (d) or (e) hereof, the Administrator may, in its absolute discretion, make such adjustments in the number and class of shares subject to options, stock appreciation rights, restricted stock units and dividend equivalent rights outstanding on the date on which such change occurs and in the per-share exercise price of each such option, stock appreciation right and restricted stock unit as the Administrator may consider appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent the Administrator determines it is appropriate, the Administrator may elect to cancel each option, stock appreciation right and restricted stock unit (including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the grantee to whom such option, stock appreciation right or restricted stock unit was granted an amount in cash, for each share of Common Stock subject to such option, stock appreciation right or restricted stock unit, respectively, equal to the excess of (i) the Fair Market Value of Common Stock on the date of such cancellation over (ii) the exercise price of such option, stock appreciation right or restricted stock unit.

(g) No Other Rights. Except as expressly provided in the Plan, no grantee shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an award or the exercise price of any option or stock appreciation right.

3.8 CHANGE IN CONTROL

(a) Change in Control Defined. For purposes of this Section 3.8, "Change in Control" shall mean the occurrence of any of the following:

(i) any person or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), other than entities which the Chairman of the Board directly or indirectly controls (as defined in Rule 12b-2 under the 1934 Act), acquiring "beneficial ownership" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of fifty

percent (50%) or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company;

(ii) the sale of all or substantially all of the Company's assets in one or more related transactions to a person other than such a sale to a subsidiary of the Company which does not involve a change in the equity holdings of the Company or to an entity which the Chairman directly or indirectly controls; or

(iii) any merger, consolidation, reorganization or similar event of the Company or any of its subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity.

(b) Effect of a Change in Control. Unless the Administrator provides otherwise in a Award Agreement, upon the occurrence of a Change in Control:

(i) notwithstanding any other provision of this Plan, any award then outstanding shall become fully vested and any award in the form of an option, stock appreciation right or restricted stock unit shall be immediately exercisable;

(ii) to the extent permitted by law, the Administrator may, in its sole discretion, amend any Award Agreement in such manner as it deems appropriate;

(iii) a grantee who incurs a termination of employment for any reason, other than a dismissal for cause, concurrent with or within one year following the Change in Control may exercise any outstanding option, stock appreciation right or restricted stock unit, but only to the extent that the grantee was entitled to exercise the award on his termination of employment date, until the earlier of (A) the original expiration date of the award and (B) the later of (x) the date provided for under the terms of Section 2.5 without reference to this Section 3.8(b)(iii) and (y) the first anniversary of the grantee's termination of employment.

(c) Miscellaneous. Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this Section 3.8 may be made conditional upon the consummation of the applicable Change in Control transaction.

3.9 RIGHT OF DISCHARGE RESERVED

Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his employment with the Company or affect any right that the Company may have to terminate such employment.

3.10 NON-UNIFORM DETERMINATIONS

The Administrator's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or who are eligible to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Administrator

shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive awards under the Plan, and (b) the terms and provisions of awards under the Plan.

3.11 OTHER PAYMENTS OR AWARDS

Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

3.12 HEADINGS

Any section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand, limit or otherwise define the contents of such subdivisions.

3.13 Effective Date and Term of Plan

(a) Adoption; Stockholder Approval. The Plan was adopted by the Board and although the Company intends to obtain approval of the Plan by the Company's stockholders within the time period required to allow grants of options hereunder to qualify as incentive stock options, awards under the Plan prior to such stockholder approval may, but need not, be made subject to such approval.

(b) Termination of Plan. Unless sooner terminated by the Board or pursuant to Paragraph (a) above, the provisions of the Plan respecting the grant of incentive stock options shall terminate on the tenth anniversary of the adoption of the Plan by the Board, and no incentive stock option awards shall thereafter be made under the Plan. All such awards made under the Plan prior to its termination shall remain in effect until such awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.

3.14 Restriction on Issuance of Stock Pursuant to Awards

The Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares of Common Stock are fully paid and non-assessable under applicable law.

3.15 Governing Law

Except to the extent preempted by any applicable federal law, the Plan will be construed and administered in accordance with the laws of the Marshall Islands without giving effect to principles of conflict of laws.

EXHIBIT 10.5

Dated 4th August 2004

ADVENTURE TWO S.A.

CORNER BANCA S.A.

FIRST PREFERRED MARSHALL ISLANDS VESSEL MORTGAGE

M/V "FREE DESTINY"

OFFICIAL NO. 2077

THIS FIRST PREFERRED MORTGAGE is made this 4th day of August 2004 by ADVENTURE TWO S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the "Shipowner") in favour of CORNER BANCA S.A. a company organized and existing under the laws of the Republic of Switzerland with an address at Via Canova 16, Lugano, Switzerland (hereinafter called the "Mortgagee")

WHEREAS

A) The Borrower is the absolute owner of motor vessel "Free Destiny" presently flying under the Flag of the Marshall Islands, hereinafter called "the Vessel", described as below:

IDENTIFICATION OF THE VESSEL

Name                                  "FREE DESTINY"

Flag                                  Marshall Islands

Built on                              1982

IMO/Official Number                   No. 8128157 /2077

Gross tonnage                         16282 tons

Net tonnage                            9377 tons

Class notation                        Lloyds Register, +100 Al + LMC UMS

B) By a loan agreement dated May 21st 2004 (the "Loan Agreement") - a copy of which is attached hereto as Exhibit 1 and made an integral part hereof - made between the Mortgagee and the Shipowner, the Mortgagee agreed to advance to the Shipowner a Loan in the maximum amount of Five Million United States Dollars, (USD 5,000,000) (hereinafter "the Loan"). Word and expressions shall, unless the contract otherwise requires, have the same meaning ascribed to them in the Loan Agreement.

C) To secure the repayment of the Loan and interest thereon and the performance and observance of all the agreements, covenants and provisions contained therein, this mortgage and in the Security Documents, the Shipowner has duly authorized the execution and delivery of this First Preferred Mortgage.

NOW THEREFORE, in consideration of the promises and in order to secure the repayment of the Loan and interest thereon in accordance with its terms:

1 THE SHIPOWNER, in accordance with the provision of Section 302 of the Marshall Islands Maritime Act, 1990 as amended, and otherwise comply with satisfy all the requirements and formalities established by the said Maritime Act and any other pertinent legislation of the Republic of the Marshall Islands to perfect this Mortgage as a valid and enforceable First and Preferred lien upon the Vessel and to furnish to the Mortgagee from time to time such proofs as the Mortgagee may reasonably request for its satisfaction with respect to Owner's compliance with the provisions of this sub-clause, hereby Executes and Constitutes a First Preferred Naval Mortgage on the whole of the Vessel in favor of the Mortgagee TOGETHER WITH all the engines, machinery, masts, boats, anchors, cables, chains, rigging, tackle, apparel, furniture, fittings and equipment and all other appurtenances to the Vessel thereunto appartaining or belonging whether now owned or hereafter acquired whether on board or not and all additions improvements and replacements hereafter made in or to the Vessel or any part thereof or in or to her equipment and appurtenances aforesaid (excepting only such equipment placed on the Vessel which under the terms of any charterparty relating thereto does not become the property of the Shipowner) TO HAVE AND TO HOLD ALL AND SINGULAR the above mortgaged and described property unto the Mortgagee for its own use and benefit forever upon the terms herein set forth for the enforcement of the repayment of the Loan and interest thereon, and to secure the performance and observance of and compliance with the covenants terms and conditions in the Loan Agreement, this Mortgage and the other Security Documents contained expressed or implied PROVIDED HOWEVER and the condition of these presents in such that if the Shipowner its successors or assigns shall have repaid the Loan ad interest thereon in accordance with its provisions and shall have performed observed and complied with all the covenants terms and conditions in the Loan Agreement, this Mortgage and the other Security Documents contained expressed or implied to be performed observed or complied with these presents and the rights hereunder shall cease terminate and be void but shall otherwise remain in full force and effect.

2 THE SHIPOWNER for itself, its successors and assignee HEREBY COVENANTS AND AGREES with the Mortgagee and its respective successors and assignee that the Vessel and all the appurtenances thereto appertaining or belonging and all improvements and replacements hereafter made in or to the Vessel or any part thereof are to be held by the Mortgagee subject to the covenants conditions provisions terms and uses hereinafter set forth.

3 THE SHIPOWNER HEREBY COVENANTS AND AGREES with the Mortgagee at all times to perform and observe ALL AND SINGULAR the covenants, conditions and agreements in the Loan Agreement, this Mortgage and the Security Documents contained expressed or implied.

4 THE SHIPOWNER at its own expense when and so long as this Mortgage shall be outstanding covenants as follows:

or approved in writing by the mortgagee and in particular but without prejudice to the generality of the foregoing

(a) the insurance's shall be placed through such brokers and/or with such insurance offices companies underwriters war risks and protection and indemnity associations or clubs in the United States or the United Kingdom or in such other country and under such policies as shall be approved in writing by the Mortgagee such consent not to be unreasonably withheld and given promptly

(b) the Vessel shall be insured and kept insured in the Shipowner's name against marine risks including all risks customarily and usually covered by prudent shipowners under policies containg the ordinary conditions applicable to similar vessels including collision clause and cover against risks of civil commotion

(c) the Vessel shall be insured and kept insured in the Shipowner's name against war risks (including risks of mines) and any other risk excepted by the "Free of Capture and Seizure" clause in marine policies of insurance

(d) if required by the Mortgagee the Shipowner shall insure and kept insured the Vessel in the Shipowner's name for an amount to be approved by the Mortgage against excess risks that is to say the proportion of claims for general average and salvage charges and under the running-down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value

(e) the Vessel shall be entered and kept entered in the Shipowner's name for its full value and tonnage in a protection and indemnity association in respect of such matters or risks as are not covered by the ordinary conditions of normal risks policies port risks insurances may be taken out thereon by the Shipowner under the forms of port risks policies approved by the Mortgagee

(ii) to give notice forthwith of any assignment of insurances to the relevant brokers, insurance, officers, companies, underwriters, war risks and protection and indemnity associations or clubs in such form as may be approved by the Mortgagee

(iii) to execute and deliver all such documents and do all such things as may be necessary to confer upon the Mortgagee a legal tide to the insurances and procure that the interests of the Mortgagee is at all times endorsed or noted upon all slips, cover notes, policies, certificates of entry or other instruments issued in connection with the Policies and procure
(i) that the following loss payable clause shall be endorsed upon both the hull machinery and equipment and war risks policies:

" It is noted that by an Assignment in writing dated August____2004 the Shipowner, Adventure Two SA, Majuro, Marshall Islands has assigned

absolutely to Corner Banca SA of Switzerland, all the Shipowner's interests in this Policy and all benefits hereof including all claims of whatsoever nature hereunder. Claims hereunder payable in respect of an actual or constructive or agreed or arranged or compromised total loss or requisition for title or other compulsory requisition of the Vessel and claims hereunder payable in respect of a mayor casualty that is to say any casualty in respect whereof the claim or the aggregate of the claim exceeds Five Hundred thousand United States Dollars (USD500'000.--) shall be payable to the Mortgagee. Subject thereto all other claims, unless and until the Underwriters have received notice from the Mortgagee of a default under the Mortgage in which event all claims under this Policy of Insurance shall be payable direct to the Mortgagee, shall be released directly for the repair salvage or other charges involved or to the Shipowner as reimbursement if they have fully repaired the damage and paid all of the salvage or other charges"

AND (ii) that the following loss payable clause shall be endorsed upon the protection and indemnity certificate of entry:

1 It is noted that Corner Banca S.A. are interested as first mortgagee in the subject matter of this insurance up to the amount recorded under Clause 24 of the Mortgage.,

2 Claims hereunder for all losses shall be paid direct to the Shipowner unless and until the first Mortgagee shall have given notice in writing that the Shipowner's are in default under the First Preferred Naval Mortgage on the Vessel whereafter such claims shall be payable to the Mortgagee up to the amount recorded under Clause 24 of the Mortgage

(iv) to procure that the relevant brokers and any protection and indemnity association in which the Vessel may from time to time be entered undertake:

(a) to hold to the order of the Mortgagee the originals of all policies contracts binders insurance slips cover notes and certificates of entry whatsoever relating to the Vessel and deliver certified copies thereof to the Mortgagee on request and

(b) to advise the Mortgagee promptly:

1 if any insurance office, company underwriter, association or club cancels any of insurance,

2 of any variation in the terms of any of the insurances or any default in the payment of any premium call or contribution or failure to renew any of the insurances at least Fourteen (14) days before the expiry thereof and

(c) not to assert any lien in respect of unpaid premiums except insofar as such premiums relate only to the insurances in respect of the Vessel and not to any other Vessels.

(v) Punctually to pay all premiums calls contributions or other sums payable in respect of the Policies and each of them and to produce all relevant receipts when so required by the Mortgagee,

(vi) to renew each of the insurances at least Fourteen (14) days before the expire thereof and procure that the relevant brokers shall promptly confirm in writing to the Morgagee as and when each such renewal is effected,

(vii) to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association,

(viii) to procure that each of the insurances shall contain or be accompanied by a waiver as against the Mortgagee of any and all premium for which the Mortgagee might otherwise be or become liable as a named assured loss payee or otherwise and shall provide for duplicates of all notices given by the insurers to the Shipowner to be sent at the same time to the Mortgagee,

(ix) to furnish the Mortgagee from time to time on request with full information about all insurances maintained on the Vessel and names of the offices companies underwriters associations or clubs with which such insurance is placed,

(x) to furnish the Mortgagee at such intervals as the Mortgagee shall specify with a detailed report signed by an independent firm of marine insurance brokers appointed by the Shipowner and approved by the Mortgagee detailing the insurances maintained on the Vessel and stating the opinion of such firm as the adequacy thereof

(xi) promptly to furnish the Mortgagee with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of USD500'000.-- or the equivalent in any other currency and give the Mortgagee short details regarding any causalities or other accidents or damage to the Vessel involving an amount of less than USD500'000.-- or the equivalent in any other currency

(xii) not to agree to any material variation in the terms of any one or more of the insurances without prior written approval of the Mortgagee nor to do any act or voluntarily suffer or permit any act to be done whereby any insurance shall or may be invalid void avoidable suspended defeated or unforceable and not to suffer or permit the Vessel to engage in any voyage or to carry any cargo not permitted under any one or more of the insurances without first giving written notice to the Mortgagee obtaining the consent of the insurers concerned and complying with such requirements as to payment of extra premium or otherwise as insurers

may impose and as may be approved by the Mortgagee such approval not to be unreasonably withheld and be given promptly

(xiii) not without the prior written consent of the Mortgagee to settle compromise or abandon any claim in respect of one or more of the insurances other than a claim of less than USD500'000.-- arising out of a total loss of the Vessel

(xiv) to apply or procure the appliance of all such sums receivable in respect of the insurances as are paid to the Shipowner or in accordance with the Shipowner's instructions for the purpose of making good the lose and fully repairing all damage in respect whereof the insurance moneys shall have been received

(xv) that in the event of the Shipowner failing to insure or maintain insured the Vessel or in entering and keeping the Vessel entered in a protection and indemnity and/or war risks association as hereinbefore provided the Mortgagee may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Mortgagee in its discretion thinks fit and in such case the cost of all such insurances and entries together with the premiums calls and contributions payable in respect thereof with interest thereon at the rate calculated in accordance with the above mentioned LOAN AGREEMENT shall be paid on demand by the Shipowner to the Mortgagee and shall be added to amounts secured by this Mortgage,

(xvi) to do all such things whatsoever and prepare execute and deliver all such documents whatsoever to enable the Mortgagee to collect and recover any moneys which may become due in respect of the insurances and for that purpose (but without limitation) to permit the Mortgagee if necessary to sue in the name of the Shipowner.

5 THE SHIPOWNER HEREBY COVENANTS AND AGREES with the Mortgagee as follows:

(a) At all time to carry on board the Vessel a duly certified copy of this Mortgage (which shall form a part of the Vessel's documents) and to cause the same to be shown to any person having business with the Vessel which might create or imply any commitment or encumbrance whatsoever on the Vessel and to place and maintain in a conspicuous place in the navigation room and in the cabin of the master of the Vessel a printed notice in the following form:

"NOTICE OF MORTGAGE"

This vessel is mortgaged by a First Preferred Mortgage to Corner Banca S.A., pursuant to the provisions of Chapter 3 of the Marshall Islands Maritime Act of 1990 as amended. Under the terms of the said Mortgage, neither the Shipowner, nor any charterer or the master of this Vessel has any power, right or authority whatever to create, incur or permit to be

(i) to put and keep the Vessel her equipment and machinery at all times in a state of good running order and repair, so that the Vessel shall be so far due diligence can make her so tight staunch strong and well and sufficiently tackled appareled furnished equipped and in every respect seaworthy and in good operating condition and to put and keep the Vessel in such a condition as will entitle her to the highest classification and rating for vessels of the same age and type with Lloyds Classification Society of like standing and to make her strictly comply with the requirements of any laws regulations or requirements for the time being of the Republic of the Marshall Islands or the maritime authorities thereof or of the Vessel's Classification Society and of any country province colony or dependency where the Vessel may operate or trade and to procure that all repairs to or replacements of any damaged worn or lost parts or equipment be effected in such manner
(both as regards workmanship and quality of materials) as not to diminish the value of the Vessel

(ii) to furnish the Mortgagee on request with a statement by Lloyds Register or such other classification society as is acceptable to the Mortgagee that such classification is maintained and to furnish the Mortgagee from time to time and upon demand with all such documents as the Mortgagee may require concerning the classification of the Vessel,

(iii) not to make or permit to be made any substantial change in structure type or speed of the vessel or any change in her rig without first receiving written approval thereof from the Mortgagee,

(iv) to submit the Vessel regularly to such periodical or other surveys as may be required for classification purpose and if so required to supply to the Mortgagee copies of all surveys or reports issued in respect thereof,

(f) (i) to permit the Mortgagee and such other persons appointed by it to board the Vessel to have full and complete access to the Vessel to view the state and condition thereof and her cargo and papers, to ascertain whether the Vessel is being properly repaired and maintained. In the event deficiencies are found which evidence the failure in keeping her in such good state or repair and in such working order and condition as mentioned in sub clause (d) of this Clause 5 (without prejudice however to any of the Mortgagee's rights under this Mortgage) to effect such repairs as shall in its reasonable opinion be necessary and the Shipowner will on demand repay to the Mortgagee every sum of money expended for the above purpose with interest as hereinafter mentioned,

(ii) to deliver to the Mortgagee on demand copies of any and all documents relating to the Vessel her employment position and engagements particulars of all towages and salvages and copies of

all charters and other contracts for her employment or otherwise howsoever concerning her

(g) (i) to pay and discharge or cause to be paid and discharged when due and payable from time to time all debts damages and liabilities whatsoever which may have given or may give rise to maritime or possessory liens on or claims enforceable against the Vessel and all taxes assessments governmental charges fines and penalties legally imposed on the Vessel or any income therefrom,

(ii) except the Mortgage constituted pursuant hereto not to create or suffer to be continued any lien other than a lien for crews wages encumbrances security interest or charge on the Vessel or any income therefrom and in due course and in any event within Fifteen (15) days after the same becomes due and payable to pay or cause to be discharged or make adequate provision for the payment or discharge of all claims or demands which if not paid or discharged might in admiralty in equity or at law or pursuant to any statute in any jurisdiction to which the Vessel may at time be subject have equality with priority to or preference over the lien of this Mortgage and to cause the Vessel to be released or discharged from such lien encumbrance security interest or charge,

(h) promptly to furnish the Mortgagee from time to time and at any time with copies of all such accounts financial statements reports and such other financial information concerning the Shipowner as the Mortgagee may reasonably request

(i) promptly to notify the Mortgagee thereof by telex confirmed by letter addressed to the Mortgagee at its address aforesaid or such other address as the Mortgagee may from time to time direct in writing to the Shipowner in the event of the Vessel being arrested or detained by any court or tribunal or by any government or other authority or in the event of any accident bottomry average salvage any assistance by third persons or any loss of classification in respect of the Vessel or if the Vessel is subject to any legal proceedings for a sum higher than USD500'000.-- or the equivalent from time to time in any other currency

(j) to deliver at least forty eight (48) hours prior notice in writing to the Mortgagee of any intention to put the Vessel into the possession of any person for the purpose of work being done upon her in an amount exceeding or which might exceed USD500'000.-- or the equivalent in any other currency and concurrently to notify such person that the prior written consent of the Mortgagee is pre-requisite to the commencement of such work

(k) whilst moneys remain outstanding under this Mortgage not to sell or otherwise dispose of the Vessel or any shares therein, mortgage, charge, pledge, transfer, abandon or hypothecate the Vessel or any freight or hire moneys thereof to any person or company, nor to suffer the creation of any such sale disposal mortgage, charge, pledge, transfer, abandonment or

hypothecation of the Vessel nor do or permit any act or thing whereby the Vessel shall or may lose her existence or due registration as a Marshall Islands ship without the prior written consent of the Mortgagee as aforesaid to any sale mortgage or transfer and any such sale, mortgage or transfer of the Vessel shall be subject to the provisions of this Mortgage and to the lien it creates

(l) not to cause or permit the Vessel to be operated or employed in any manner contrary to International Law or to any applicable law including but without limitation the laws of Switzerland and the Republic of the Marshall Islands nor to violate any law or carry any cargo that will expose the Vessel to penalty, forfeiture, capture, detention, destruction nor to abandon the Vessel in a foreign port nor to do or suffer or permit to be done anything which can or may injuriously affect the registration or enrollment of the Vessel under the laws and regulations of the Republic of the Marshall Islands and at all times to keep the Vessel duly documented thereunder

(m) (i) during hostilities (whether or not a state of war shall have been formally declared) between any two or more nations or in which the United Nations Organization may be involved or during any civil war not to employ or permit the Vessel to be employed in any manner in carrying any goods that shall or may be declared to be contraband of war unless prior to such employment special war risks policies effected with such underwriters as the Mortgagee may approve and in all respects to the satisfaction of the Mortgagee shall have been effected signed and delivered to the Mortgagee

(ii) not without the prior written approval of the Mortgagee upon such terms as the Mortgagee may require with particular reference to war risks insurance to enter areas of hostility or threatened hostility

(n) not to employ the Vessel:

(i) on demise charter without the prior written consent of the Mortgagee which consent shall not be unreasonably withheld provided that such consent may be withheld unless the demise charterer agrees on terms satisfactory to the Mortgagee to subordinate its rights under the demise charter to her rights of the Mortgagee, hereunder or

(ii) on time charter for any period without the prior written consent of the Mortgagee or

(iii) at a rate below the market rate prevailing at the time when the Vessel is fixed or on terms whereby more than Two (2) months hire is payable in advance without the written consent of the Mortgagee

(o) at all times retain a copy of this Mortgage and of any assignment of this Mortgage by the Mortgagee (if requested by any assignee) certified by the appropriate authorities of the Republic of the Marshall Islands and by any other relevant authorities with the Vessel's papers on board the Vessel and any other certificates or other documents required by law and to cause each such certified copy and master for the time being of the Vessel and to be exhibited on demand to any persons having business with the Vessel or to any representative of the Mortgagee,

(p) promptly on demand by the Mortgagee to use its best endeavors to assist the Mortgagee in or in connection with the due execution and recording of this Mortgage and protection and enforcement of the Mortgagee's security and in connection with any act matter or thing reasonably or properly made done or executed or to be made done or executed by the Mortgagee its agents or servants in about the matters described in this Mortgage.

6 PROVIDED the Shipowner fully repays the Loan together with interest, costs and expenses pertaining thereto, fulfils all its obligations under the Security Documents, the Mortgagee undertakes to discharge the Mortgage on the Vessel, upon the request of the Shipowner. All costs and expenses incurred in respect of the discharge of the Mortgage will be borne by the Shipowner.

7 THE MORTGAGEE shall without prejudice to its other rights and powers hereunder be entitled (but not bound) at any time and as often as may be necessary to take any such action and make all such expenditure as it may in its sole and absolute discretion think necessary or desirable for the purpose of preserving maintaining and /or protecting the security created by this mortgage and each and every expense for liability so incurred by the Mortgagee in or about the preservation maintenance and/or protection of the security (including but without limitation expense or liability incurred in the maintenance of any insurance in respect of the Vessel the discharge of any liens taxes dues assessments governmental charges fines and penalties lawfully imposed in respect thereof repairs and/or surveys effected thereon and in all such other matters for which the Shipowner is responsible under the terms hereof but falls to provide including any legal fees in connection therewith) shall be repayable to the Mortgagee by the Shipowner on demand together with interest thereon at the Default Rate from the date whereon such expense or liability was incurred by the Mortgagee until the date of judgment or payment. Such obligation of the Shipowner to reimburse the Mortgagee shall be an additional indebtedness due from the Shipowner secured by this Mortgage. The Mortgagee though privileged so to do shall be under no obligation to the Shipowner to take any such action to make expenditure or to incur any such liability as aforesaid nor shall the taking making or incurring thereof relieve the Shipowner of any default in that respect.

8 IN CASE any one or more of the following events herein termed "Events of Default" shall happen

(a) the Shipowner fails to pay:

(i) on the due date any amount of principal or interest, or any portion thereof, which may be payable under the Loan Agreement, or

(ii) within five (5) business days of the due date of any other amount or five (5) business days from the date of demand any amount not payable on a fixed date, which may be payable by the owner under the Loan Agreement or this Mortgage,

(b) the Shipowner fails to comply with any provision of the Loan Agreement or this Mortgage and such failure continues unremedied for a period of fourteen (14) business days commencing from the date on which notice of such failure is provided by the Mortgagee to the Shipowner, unless the Loan Agreement or this Mortgage provides otherwise,

(c) the country of the flag of the Vessel, or any country in which the Vessel may be registered (whether it may be the country in which the Vessel may have a dual registration under bare boat charter) becomes involved in hostilities whether war be declared or not or in civil war or in the event of occupation of such country by any other power in such country by unconstitutional means unless arrangements satisfactory to the Mortgagee have been made for the registration of the Vessel in another jurisdiction or

(d) anything is done or suffered or omitted to be done by the Shipowner which in the reasonable opinion of the Mortgagee imperils the security created by this Mortgage, or

(e) any event occurs which would entitle any subsequent mortgagee to enforce its mortgage over the Vessel.

Then and in each and every such case the Mortgagee shall have the right to

(i) without notice or further demand, as and when it may see fit, to put into force and exercise all the powers possessed by it as the Mortgagee of the Vessel pursuant to Chapter 3 of the Marshall Islands Act 1990 as amended and in particular but without limitation

(a) to take possession of the Vessel

(b) to require that all contracts and other records relating to the Policies (including details of and correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Mortgagee may nominate

(c) to collect recover compromise and give a good discharge for all claims then outstanding or thereafter arising under any one or more of the Policies and to take over or institute all such proceedings in connection therewith as the Mortgagee in its absolute discretion thinks fit and to permit the brokers through whom collection or recovery is effected to charge and retain the usual brokerage therefor

(d) to discharge compound release or compromise claims against the Shipowner in respect of the Vessel which have given or may give rise to any charge or lien on the Vessel or which are or may be enforceable by proceedings against the Vessel

(e) to sell the Vessel or any share therein with prior notice to the Shipowner as provided for in the law with or without the benefit of any charterparty or other subsisting contract for the employment of the Vessel by public auction or private contract at any place in the world with or without advertisement for cash or on credit and upon such terms as the Mortgagee in its absolute discretion may determinate with power to postpone any such sale and without being answerable for any loss occasioned by such sale or resulting from postponement thereof

(f) pending the sale of the Vessel to manage, insure, maintain and repair the Vessel and to hold, lay-up, lease, employ, charter,operate or otherwise use the Vessel in such manner and for such period as the Mortgagee in its absolute discretion deems expedient, accounting only for the net profits after deducting operating costs and debit service (if any) of such use and for such purpose. For the purposes aforesaid the Mortgagee shall be entitled to do all acts and things whatsoever incidental or conductive thereto including entering into arrangements and contracts of whatsoever nature in respect of the Vessel, her insurance,management, maintenance, repair, classification and employment and generally to do and cause to be done all such acts and things whatsoever and to make all such arrangements whatsoever in respect of the Vessel or the working of the same in all respects as if the Mortgagee, as the owner of the Vessel and without being responsible for any loss and damage thereby incurred

(g) to recover from the Shipowner on demand any loss whatsoever which may be incurred by the Mortgagee in or about or in connection with the exercise of the powers vested in the Mortgagee under sub-clause (f) above with interest thereon at the Default Rate from the date when such losses were incurred by the Mortgagee until the date of full payment both before and after judgment

(h) to recover from the Shipowner on demand all expenses, payments and disbursements whatsoever incurred by the Mortgagee in or about or in connection with the exercise by it of any of the powers aforesaid together with interest thereon at the Default Rate

PROVIDED ALWAYS that any sale of the Vessel by the Mortgagee pursuant to sub-clause (i) (e) above shall operate to divest all the legal and beneficial interest whatsoever of the Shipowner in the Vessel and shall bar the Shipowner its successors and assignees and all persons claiming by through or under them. No purchaser shall be bound to enquire whether the Mortgagee's power of sale has arisen in the manner herein provided and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. Upon any such public sale by

the Mortgagee pursuant to sub-clause (i) (e) above the Mortgagee may bid for the purchase of the Vessel and set-off the purchase price against all sums whatsoever due to it under and by virtue of this Mortgage provided that such purchase price shall not be less than the price offered by any bona fide third party

9 FROM and after the occurrence of an Event of Default all moneys received by the Mortgagee in respect of:

(i) sale of the Vessel or any share therein

(ii) recovery under and by virtue of the insurances of the Vessel

(iii) any and all moneys paid by any governmental authority as compensation in the event of the requisition of the Vessel for title or other compulsory acquisition of the Vessel by such governmental authority (otherwise than requisition for hire)

(iv) the freight hire or other earnings of the Vessel

shall be applied in accordance with the Loan Agreement

10    (a)   EACH and every power and remedy conferred on the Mortgagee
            hereunder shall be cumulative and in addition to every other
            power and remedy now or hereafter existing at law in equity in
            admiralty or by statute. Each and every other power and remedy
            may be exercised from time to time and as often and in such
            order may be deemed expedient by the Mortgagee. The exercise
            or the beginning of the exercise of any power or remedy shall
            not be construed to be waiver of the right to exercise at the
            same time or thereafter any other power or remedy. No delay or
            omission by the Mortgagee in the exercise of any right of
            power or in the pursuance of any remedy shall impair any such
            right power or remedy or be construed to be a waiver of any
            default on the part of the Shipowner or to be acquiescence
            therein

      (b)   The Mortgagee may from time to time and at any time waive
            unconditionally or on such terms and conditions as may seem
            expedient any of the covenants conditions and obligations on
            the part of the Shipowner contained herein or any breach
            therefor by the Shipowner. Every such waiver or other
            indulgence granted to the Shipowner by the Mortgagee shall be
            deemed to have been made without prejudice to its rights and
            powers as Mortgagee of the Vessel hereunder or otherwise
            howsoever which shall at all times thereafter remain
            exercisable whenever the Mortgagee shall think fit and as if
            such waiver had not been made and shall not otherwise alter or
            affect the obligations of the Shipowner hereunder

11 IT IS declared and agreed that the security created by this Mortgage shall be held by the Mortgagee as a continuing security for the repayment of the Loan and payment of interest thereon and of all other moneys expressed to be secured by this Mortgage and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the said debt and that the

security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now held or hereafter taken by the Mortgagee for all or any part of the moneys hereby secured or by any variation in the terms or termination of any such security

12 THE MORTGAGEE shall be entitled at any time and as often as may be expedient to delegate all or any of the powers and discretion vested in it hereunder in such manner upon such terms and conditions (including the power to sub-delegate) and such persons as the Mortgagee in its absolute discretion may think fit

13 THE MORTGAGEE and every receiver attorney manager agent or other person appointed by the Mortgagee hereunder shall be entitled to be indemnified out of the security created hereby in respect of all claims costs liabilities obligations and expenses whatsoever incurred by any one or more of them in relation to or in connection with the Vessel and the execution of any powers authorities or discretion vested in any one or more of them hereunder

14 THE SHIPOWNER hereby irrevocably appoints the Mortgagee and its attorneys as its true and lawful attorney with full power to act alone and with full power of substitution until the due discharge of this Mortgage in accordance with the laws of the Republic of the Marshall Islands for the purpose of doing in its name any and all acts whatsoever which the Shipowner itself could do in connection with the property hereby mortgaged including but without limitation:

      (a)   Doing all further acts required by the Mortgagee under clause
            5 (d) (ii) hereunder including executing, sealing, delivering
            and registering all documents required thereunder

      (b)   Applying for receiving and taking possession of the Vessel

      (c)   Making any transfer of the Vessel provided for herein
            including the execution, sealing, and delivery of any covenant
            assignment or other instrument of transfer or further document
            required to complete perfect or validate the same. The
            Shipowner hereby ratifies and confirms that its said attorneys
            shall lawfully do by virtue hereof PROVIDED THAT save in case
            of the aforesaid powers shall not be exercisable by or on
            behalf of the Mortgagee until an Event of Default has occurred
            but the exercise of such powers by the Mortgagee shall not put
            any person dealing with the Mortgagee upon any enquiry as to
            whether an Event of Default has occurred nor shall such person
            be in any way affected by notice to the contrary and exercise
            by the Mortgagee of this power in all circumstances shall be
            conclusive evidence of its right to exercise the same

15    (a)   ALL demands, notices or other communications required to be
            given under this Deed of Mortgage shall be in writing and may
            be given or sent and delivered as follows:

            -     to the Shipowner, in the attention of the
                  President/Director of the Shipowner, Mr. George D
                  Gourdornichalis, and Mr I. Varouxakis and Mr. E.
                  Gourdormichalis c/o Free Ships S.A., 93 Akti Miaouli,
                  18538 Piraeus, Greece

            -     to the Mortgagee, to Corner Banca SA, Via Canova 16,
                  P.O. 2835, 6901 Lugano, Switzerland,,

            or to such other address or addresses as the Shipowner may
            from time to time notify the Mortgagee in writing, (or as may
            be indicated from time to time in the Mortgagee's applicable
            "General Conditions") and shall be deemed to have been
            received by the Shipowner on the date of dispatch if sent by
            cable or telex and five (5) days after having been posted if
            sent by post

      (b)   For service of legal process the Shipowner appoints the
            Process Agent or such other person or persons as the Shipowner
            may with the prior approval of the Mortgagee appoint in their
            place as its agent and agrees to consider any legal process or
            demand or notice being made or served on the said agent as
            binding upon the Shipowner

16 A certificate submitted by the Mortgagee to the Public Registry Office of the Marshall Islands as to the amount due or to become due from the Shipowner to the Mortgagee under this Mortgage shall in the absence of manifest error be conclusive and binding on the Shipowner for all purposes

17    (a)   The obligations on the part of the Shipowner contained herein
            shall bind the Shipowner and its successors and permitted
            assignees and the rights of the Mortgagee shall inure to the
            benefit of its successors and assigns whether so expressed or
            not

      (b)   The Shipowner hereby undertakes to cooperate fully and to
            execute all such documents as are necessary for the purpose of
            ensuring that any assignee of the Mortgagee receives the full
            benefit of all the rights of the Mortgagee and the covenants
            of the Shipowner hereunder

18 THE SHIPOWNER hereby agrees that any legal action or proceedings arising out of or in connection with this Mortgage may be brought in the courts of any state wherein the Vessel may for the time be found and hereby submits itself to each and every such jurisdiction. Such submission shall not limit the right of the Mortgagee to commence any proceeding whatsoever relating to or in connection with this Mortgage in whatsoever jurisdiction it shall deem fit

19 ANY provision hereof prohibited by or unlawful or unforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without modifying the remaining provisions of this Mortgage. Where however the provisions of any such applicable law may be waived they are hereby waived by the Shipowner and the Mortgagee to the full extent permitted by law with the object that this Mortgage shall be deemed to be a valid binding agreement enforceable in accordance with its terms

20 THIS Mortgage may be executed in any number of counterparts each of which shall be an original but such counterparts shall together constitute but one and the same instrument

21 THE English text of this Mortgage is the authentic text and in the event of any differences arising on translation, recourse shall be held to the English text.

22 THE provisions of this Mortgage and all rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands.

23 EXCHANGE RATE INDEMNITY

23.01 ANY payment or payments made to or for the account of the Mortgagee in connection with this Mortgage or any of the other Security Documents in a currency (the currency in which the relevant payment is made being hereinafter referred to as the "Relevant Currency") other than the currency in which such payment or payments should be made pursuant to the terms hereof (such currency being herein called the "Agreed Currency") pursuant to a judgment or other order of a court or tribunal of any jurisdiction or any enforcement proceedings in connection with this Mortgage or any of the other Security Documents shall only constitute a discharge to the Shipowner to the extent of the amount of the Agreed Currency which the Mortgagee is able at the most favorable rate reasonably available to it for the purchase of such Agreed Currency with the relevant Currency at or about 11 a.m., on the date or dates of receipt by the Mortgagee of such payments in the relevant Currency (or, in the case of any such date which is not an Exchange Business Day), to purchase in London or such other foreign exchange market as the Mortgagee may select with the amount or amounts of the Relevant Currency so received by the Mortgagee on such date or dates. If:

(i) the amount of the Agreed Currency which Mortgagee is so able to purchase at the rate aforesaid falls short of the amount of the Agreed Currency due under this Mortgage or any of the other Security Documents, or

(ii) any condition imposed in relation to the conversion of any amount paid in the Relevant Currency into the Agreed Currency including, without prejudice to the generality thereof, any condition imposed by any authority exercising powers under any applicable exchange control legislation reduces the amount in the Agreed Currency which the Mortgagee receives for the amount of such payment in the Relevant Currency below that amount which it would have received if such condition had not been imposed;

the Shipowner shall indemnify and hold the Mortgagee harmless against any loss damage costs and/or expenses arising as a result. For the purpose of this Clause, "Exchange Business Day" means a day on which the relevant office of the Mortgagee is open for business and on which the foreign exchange market in London or such other foreign exchange market as the Mortgagee may select is open for dealings between the Relevant Currency and the Agreed Currency.

23.02 The above indemnity shall constitute a separate and independent obligation from the other obligations contained in this Mortgage and/or any of the Security Documents, shall give rise to a separate and independent cause of action and shall apply irrespective of any indulgence granted by the Mortgagee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due under this Mortgage and/or under any of the other Security Documents and/or under any such judgment or order.

24 RECORDATION

For the purposes of recording this First Mortgage as required under
Section 302 of the Marshall Islands Maritime Act, 1990, as amended, the total amount is United States Dollars five million (US$ 5,000,000.00) and interest thereon, fees, commission, expenses, and performance of mortgage covenants.

The date of maturity shall be February 2008.

- The Discharge amount is the same of the total amount.

25 IN THE EVENT that there is any conflict between the terms and conditions of the Loan Agreement and this Mortgage, the terms and conditions of the Loan Agreement shall prevail.

IN WITNESS WHEREOF Adventure Two S.A., Majuro, Marshall Islands, has caused this First Preferred Mortgage to be executed by its duly authorised signatory on the day and year first above written.

For and on behalf of
ADVENTURE TWO S.A.

/s/ George D. Gourdomichalis
-----------------------------------------
George D. Gourdomichalis
Director/Attorney in Fact

ACKNOWLEDGEMENT

CITY OF PIRAEUS        )
                        :ss.
HELLENIC REPUBLIC      )

On this 4th day of August 2004, before me personally appeared George D. Gourdomichalis, to me known, who being by me duly sworn deposes and says that he resides at 93, Akti Miaouli street, 185 38 Piraeus, Greece, that he is duly authorised attorney-in-fact of ADVENTURE TWO S.A., the corporation described in and which executed the foregoing instrument and that he signed his name thereto pursuant to authority granted to him by the Board of Directors of said corporation.

/s/ Capt. J. E. Giannopoulos
------------------------------------------
Marshall Islands Special Agent (or Notary)

Capt. J. E. Giannopoulos Special Agent

Date: 21st May 2004

Shipping Company

ADVENTURE TWO SA
As Borrower

- and -

The Financial Institution

CORNER BANCA SA
As Lenders

MV FREE DESTINY

LOAN FACILITY AGREEMENT

This loan agreement is made the 21st day of May 2004 between:

ADVENTURE TWO S.A., a company having its registered office at Majuro, Marshall Islands, incorporated under the laws of the Republic of The Marshall Islands, hereinafter called "the Borrower" and

Corner Banca SA, a banking corporation incorporated and existing under the laws of Switzerland, acting through its office at Via Canova 16, 6900 Lugano, Switzerland, hereinafter called "the Lender".

WHEREAS

A) The Borrower has requested the Lender to make available a loan facility of United States Dollars Five Million (USD 5'000'000.--), hereinafter called the "Loan", to be used by the Borrower for the purpose of partially financing the purchase price of m/v "M TRADER" of GRT 16'282, NRT 9'377, length 184.61 metres, breadth 22.97 metres, built in 1982, having IMO Nr.8128157, presently registered in the Ownership of Karmaton Finance, Bahamas the "Sellers", which will be purchased by the Borrower according to the terms and conditions of a Memorandum of Agreement dated 30th March 2004, hereinafter called the "M.O.A.", and will be registered in the Ownership of the Borrower under the Flag of Marshall Islands , Port of Registry Majuro under the name of "FREE DESTINY".

B) the Lender agrees under the terms and conditions set forth hereinafter to make the Loan available to the Borrower.

On the drawdown date, the Borrower shall pay to the Lender USD 25'000.-- by way of front-end fee.

NOW THIS LOAN AGREEMENT WITNESSETH as follows:

In consideration of the Loan granted by the Lender to the Borrower, the Borrower hereby covenants with the Lender that:

The Borrower will repay the loan in 14 (fourteen) quarterly instalments as follows:

No. 8 (eight) quarterly instalments of USD 425'000. --each (the first subsequently, starting 3 months after the drawdown and the last, 24 months after the drawdown date subsequently, no. 6 (six) quarterly instalments of USD 266'667.--(the first after 27 months of the drawdown date and the last after 42 months of the drawdown date.

C) The Borrower has the right to make extraordinary repayments:

i) for any portion of the loan in multiples of USD 100'000.--starting from the settlement of the 5th instalment with 10 days notice.

ii) for the totality of the loan, with 10 banking days notice. In such a case will be applied the 1% breakage commission on the outstanding loan amount and shall be immediately paid by the Borrower to the Lender.

Those extraordinary repayment shall take place on a interest date (the meaning of "interest rate" will be hereunder clarified) only except in the case of Sale of the vessel.

D) The Borrower will pay to the Lender interest on the Loan, to be adjusted every 3 months, on Libor rate fixed at 12 a.m (London time), plus a 1,75% margin, the "Interest Rate".

Interests is to be paid quarterly in arrears, on June 30th, September 30th, December 31st, March 31st , with the first payment becoming due on the 30th day of June 2004. Postal, telegraphic, telephonic expenses, taxes dues and stamp duties to be borne by the Borrower. The interest rate will be set, for the first time on the day of drawdown of the loan.

Interest shall be calculated on the basis of a three hundred and sixty
(360) days year and the actual number of days elapsed.

LIBOR as previously stated, means the arithmetic (rounded up to the nearest one sixteenth of a percent) of the rates at which the Bank was being offered by prime banks Dollars deposits in an amount equal to the amount of the Loan in the London Inter Bank Market at or about 11.00 a.m. (London Time) two Business Days before the commencement of an Interest Period.

a) Interest Period: the Borrower shall pay interest on the Loan in respect of each period of three (3) calendar months (the "interest Period") on the last day of such interest Period (the "Interest Date"). The first Interest Period shall commence on the drawdown Date and shall end three months later.

Successively the Borrower shall pay interest on the Loan in respect of each period of three (3) calendar months (the "Interest Period") on the last day of such Interest Period (the "Interest Date")

If any Interest Date should fall on a day which is not a banking day of the relevant month, that Interest Date shall be postponed to the next succeeding day which is a banking day .

As used herein the term "banking day" shall mean a day on which banks are open for business in such place at which any act is to be made under this Agreement, as determinated by the "Association Cambiste International" of Paris.

b) In the event of default by the Borrower in the payment on the due date of any sum (including interest thereon) payable pursuant to the terms of this Loan, the Borrower will pay to the Lender interest thereon from the date of such default up to the date of actual payment, at a rate of 1% above the Interest Rate, the "Default Rate")

c) The Borrower undertakes to make all payments due at the domicile of the Lender, net without any deduction whatsoever.

All payments (whether of principal interest or otherwise) to be made by the Borrower to the Lender hereunder or under the First Preferred Naval Mortgage shall be made free and clear and without deduction of any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature. If at any time any applicable law requires the Borrower to make any such deduction or withholding from any such payment, the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. In addition the Borrower will provide the Bank with the relevant tax receipts.

d) The Borrower will on demand pay to the Lender all sums of money which now are or hereafter shall be due to the Lender in respect of any insurance premium, registration consular or other dues, taxes, costs and other moneys which the Lender may incur in connection with said Vessel for repair and maintenance to keep her in class and flag, as well as for any action taken to avoid or to remedy any default of the Borrower.

e) The Borrower undertakes to supply the Lender within 90 days of the end of each of its fiscal or financial year with a copy of its annual financial statements.

f) The Borrower will pay the costs, fees and expenses of the Lender including but not limited to the proper legal costs and disbursements of the Lender's lawyers, reasonably and properly incurred in connection with the negotiation, preparation, execution, registration and stamping (if any) of this Agreement and the First Preferred Naval Mortgage and of the carrying out of all the transactions hereby or thereby contemplated whether such transactions are completed or not and also the fees and disbursements of the Lender's lawyers, accountants, surveyors, or other experts for any advice or services which the Lender may deem necessary or expedient to obtain in connection with the carrying out of this Agreement or the First Preferred Naval Mortgage and the maintenance or enforcement of the security thereby given, and shall pay all stamp and other duties and taxes (if any ) to which this Agreement or the First Preferred Naval Mortgage may be subject and indemnify the Lender in full for and against all costs, expenses and liabilities with respect to or resulting from any delay in paying or omission to pay any such duties or taxes.

g) The Borrower covenants and agrees with the Lender that throughout the Loan period the Vessel:

- shall be classed Lloyd Register Al, or with anyone of the member of the International Association of Classification Societies (IACS), however, even in this case should be accepted by the Lender, free from any overdue recommendation affecting the maintenance of the highest class,

- shall comply with the requirements of IMO International Safety Management Code at all times and retain on board the Ship Safety Management Certificate;

- shall be kept insured with companies accepted by the Lender against fire, protection and indemnity, war and sabotage risks and any such other dangers, for

an amount not less than 120% of the outstanding Loan and under such conditions as the Lender shall deem to be required as well as in such form as shall be satisfactory to the Lender.

h) the outstanding principal amount of the Loan shall not exceed the 65% of the independently appraised market value of the Vessel from time to time. For the purposes of this sub-clause the Borrower shall supply or procure the supply to the Lender (at no cost to the Lender) with a valuation certificate for the Vessel at such times during the Loan Period as the Lender may from time to time in writing request. Such valuation certificates shall be given by a shipbroker nominated by the Lender from a list of mutually agreed first class shipbrokers and such valuation will be made on the basis of a cash sale (free from all encumbrances) from prompt delivery at arm's length between a willing seller and a buyer but taking into account any existing charter in respect of the Vessel. The Borrower agrees to accept such valuation and shall supply such information concerning the Vessel to any shipbroker appointed in order that they may make their valuation.

If the principal amount of the Loan shall at any time exceed 65% of the independently appraised market value of the Vessel the Borrower shall forthwith upon being requested in writing by the Lender either itself make up the shortfall by one or a combination of any of the following:

(i) deposit with the Lender into a collateral interest-bearing deposit account, which shall be charged to the Lender a sum sufficient to meet such shortfall;

(ii) provide such other security as may be acceptable to the Lender.

2) SECURITY DOCUMENTS:

As security for the due and punctual payment of the Loan and interest thereon and expense and any other costs and the fulfilment of the covenants on the part of the Borrower herein or in any of the security documents contained, the Borrower shall provide the Lender with the following security documents, hereinafter called together the "Security Documents:-".

a) duly registered a First Preferred Naval Mortgage over the Vessel in favour of the Lender and in the form of the draft attached hereto as Exhibit 1.

b) First Priority General Assignment of the Earnings, the Insurances and Requisition Compensation of the Vessel to be granted in favour of the Lender, In the form of the Notice of Assignment and Loss Payable Close attached hereto as Exhibit 2.

c) Pledge in favour the Lender of shares equal to 100% of the present and future capital of the Borrower.

d) Personal Guarantees in favour of the Lender to be granted by Mr George Gourdomichalis, Mr Ion Varouxakis and Efstathios D Gourdmichalis guaranteeing the Borrower's obligations under this Agreement, in the form of the draft attached hereto as Exibit 3.

e) Specific Time Charter assignment between the Borrower and ESTC of Panama;

f) Deed of Assignment of Credits as Exhibit 4;

g) Deed of Pledge as Exibit 5;

The Borrower undertakes to execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other security parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Security Documents.

3) CONDITIONS PRECEDENT AND SUBSEQUENT:

Before the Bank shall have any obligation to advance any part of the Loan, the Borrower shall deliver or cause to be delivered to or to the order of the Bank the following documents and evidence:

a) Evidence of incorporation - Such evidence as the Bank may reasonably require that the Borrower was duly incorporated in its country of incorporation and remains in existence and, where appropriate, in good standing, with power to enter into, and perform its obligations under this Agreement.

b) Corporate Authorities - A copy, certified by a director or the secretary of the Borrower in question as true, complete, accurate and neither amended nor revoked, of a resolution of the directors, where appropriate, with signed waivers of notice of any directors' or shareholders' meetings approving and authorising or ratifying the execution of, those of the Security Documents to which that Security Party is or is intended to be a party and all matters incidental thereto.

c) Power of attorney The notarially attested and legalised power of attorney of the Borrower under which any documents are to be executed or transactions undertaken by the Borrower.

d) Evidence of Ownership Certificate of ownership and encumbrance (or equivalent) issued by the Registrar of Ships (or equivalent official) at the Vessel's existing port of registry confirming that the Vessel is owned by the Borrower and free of registered Encumbrances.

e) Evidence of Insurance Evidence that the Vessel is, or will from the delivery date insured in the manner required by the Mortgage and that letters of undertaking will be issued in favour of the Bank.

f) Certificate of Class A certificate of Class for hull and machinery confirming that the Vessel is classed with the highest class applicable to vessels of her type with Lloyd's Register of shipping or such other classification society as may be acceptable to the Bank.

g) Security Documents The Security Documents together with all notices and other documents required by any of them, duly executed and, in the case of the Mortgage, registered with first priority through the Registrar of Ships (or equivalent official) at the Vessel's port of registry.

h) Vessel documents Photocopies, certified as true, accurate and complete by a director or the secretary of the Borrower, of:

- An invoice issued by the seller, evidencing the purchase price of the Vessel pursuant to the MOA dated 30th March 2004;

- The protocol of delivery and acceptance evidencing the unconditional physical delivery of the Vessel to the Borrower pursuant to the MOA;

- Any charterparty or other contract of employment of the Vessel which will be in force on the Drawdown Date;

- The Vessel's Survey Status;

- The Vessel's SMC and;

- The Company's DOC;

In each case together with all addenda, amendments or supplements.

4) THERE SHALL BE AN EVENT OF DEFAULT IF:

(i) the Borrower fails to pay any sum due from it under this Agreement and/or any Security Documents at the time, in the currency and in the manner specified herein or therein; or

(ii) any representation or statement made the Borrower in this Agreement or in any of the Security Documents is or proves to have been incorrect or misleading when made; or

(iii) the Borrower fails to observe and perform or comply with any or more of the covenants, terms or obligations contained in this Agreement and/or in any of the Security Documents relating to the insurances of the Vessel; or

(iv) the Borrower fails duly to perform or comply with any other obligation expressed to be assumed by it in this Agreement and/or in any of the Security Documents and such failure is not remedied within fifteen
(15) days after the Lender has given notice thereof to the Borrower; or

(v) the Borrower is unable to pay its debts as they fall due, commences negotiations with anyone or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors; or

(vi) the Borrower takes any corporate action or other steps are taken or legal proceedings are started for its winding-up, dissolution, administration, merger, or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its revenues and assets; or

(vii) by or under the authority of any government (a) the management of the Borrower or the Vessel is wholly or partially displaced or the authority of any of them in the conduct of its business is wholly or partially curtailed, or (b) all or a majority of the issued shares of the Borrower or the whole or any part of its revenues or assets is seized, nationalized, expropriated or compulsorily acquired; or

(viii) the Borrower ceases to carry on the business it carries on at the date hereof or it enters into any unrelated business; or

(ix) the Borrower repudiates this Agreement and/or any of the Security Documents or does or causes to be done any act or thing evidencing an intention to repudiate this Agreement and/or any of the Security Documents; or

(x) at any time any act, condition or thing required to be done, fulfilled or performed in order

(a) to enable the Borrower lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it in this Agreement and the Security Documents,

(b) to ensure that the obligations expressed to be assumed by the Borrower in this Agreement and the Security Documents are legal, valid and binding or

(c) to make this Agreement and the Security Documents admissible in evidence in any pertinent jurisdiction, is not done, fulfilled or performed; or

(xi) at any time it is or becomes unlawful for the Borrower to perform or comply with any or all of its obligations under this Agreement and the Security Documents or any of the obligations of the Borrower there under are not or cease to be legal, valid and binding; or

(xii) the Vessel is sold or mortgaged to a third party, without the prior written consent of the Lender or becomes a total loss unless the circumstances thereof give rise to an insurance claim in at least the required insurance amount (as specified in the General Assignment of Earnings and Insurances) or if the Vessel is abandoned or arrested and not released within fifteen (15) days or the Borrower, without the prior written consent of the Lender changes or consents to the change of the flag or registration of the Vessel or any distress, sequestration or execution is levied or enforced over all or any of the assets of the Borrower; or

(xiii) any license, authorization, consent or approval at any time necessary to enable the Borrower to comply with its obligations under this Agreement and the Security Documents or to enable the operation of the Vessel is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under this Agreement and the Security Documents, or the continuation thereof, unlawful or would prevent the performance by the Borrower of any term of this Agreement and/or any of the Security Documents; or

(xiv) any material adverse change in the financial condition or operations or results of operations or results of operations business, properties or prospects of the

Borrower occurs which would, in the reasonable opinion of the Lender be detrimental to the interest of the Lender as lender or materially impair the ability of the Borrower to perform or comply with its obligations under this Agreement and the Security Documents;

then, and in any such case and at any time thereafter, the Lender shall by written notice to the Borrower:

(a) declare the Loan to be immediately due and payable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by the Borrower under this Agreement and/or any of the Security Documents) or declare the Loan to be due and payable on demand of the Lender; and/or

(b) declare that any undrawn portion of the Loan shall be cancelled, whereupon the same shall be cancelled; and/or

If pursuant to this clause the Lender declares the Loan to be due and payable on demand of the Lender, then, and at any time thereafter, the Lender may be written notice to the Borrower call for repayment of the Loan on such date as it may specify in such notice (whereupon the same shall become due and payable on such date together with accrued interest thereon and any other sums then owed by the Borrower under this Agreement and the Security Documents) or withdrawn its declaration, with effect from such date as it may specify in such notice, without prejudice to reinstate such notification.

5) In the event of sale of the vessel, the Borrower shall immediately repay to the Lender, in full, the remaining outstanding loan plus interest and expenses.

6) The Board of Directors of the Borrower have to be agreed by the Lender and any decision that may involve the Borrower and the Vessel other than in the normal course of business has to be previously submitted to the Lender for the approval.

7) Until total repayment of the Loan, the relevant money flow will be collected in the Borrower's Operating Account with Corner Banca SA and, provided no event of default has occurred, applied in the following order:

(a) by payment on a current basis of the normal expenses and overheads incurred in operating the Vessel; and

(b) the surplus, if any, in payment to the Borrower or whomsoever is entitled thereto.

From and after the occurrence of an Event of Default, all moneys credited to the Operating account and all sums whatsoever received by or on behalf of the Bank under this Loan Agreement and/or pursuant to the First Preferred Naval Mortgage or otherwise howsoever in connection with the Outstanding Indebtedness will be applied in the following manner in such order as the Bank considers appropriate:

(i) in or towards satisfaction of all sums due hereunder and under the First Preferred Naval Mortgage other than principal of or interest on the Loan;

(ii) in or towards satisfaction of interest accrued on the Loan;

(iii) in or towards satisfaction of the Loan (whether or not then due and payable);

(iv) in retention by the Bank of such sums as the Bank considers appropriate by way of security for the outstanding indebtedness, and

(v) the remainder, if any, in payment to the Borrower or such other person as may for time being entitled thereto.

8) The Borrower declares that the general conditions of the Lender of which the Borrower has received a copy, form an integral part of this Agreement.

9) This Agreement shall be governed by, and construed in accordance with the Laws of Switzerland. The Borrower hereby irrevocably agrees for the benefit of the Lender, that the Competent Court of Lugano shall have non-exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes which may arise out for or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such court and the Lender and the Borrower, by their respective consents and agreements given or made hereby, do hereby waive trial by jury in any action, proceeding or counterclaim brought by any party on any matter whatsoever arising out of or in any way connected with this Agreement and the securities, and the transactions completed hereby.

10) The Borrower irrevocably waives any objection which it might now or hereafter have to the courts referred to in this clause being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and or the Security Documents and agrees not to claim that any such court is not a convenient or appropriate forum.

The submission to the jurisdiction of the courts referred to hereinabove shall not (and shall not be construed so as so) limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

11) The Borrower hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action or proceeding including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in such action or proceeding.

IN WITNESS WHEREOF each of Adventure Two SA, Majuro, Marshall Islands, and Corner Banca SA, Lugano, Switzerland has caused this Loan Agreement to be executed by its duly authorised signatory on the day and year first above written.

ADVENTURE TWO SA                                CORNER BANCA SA

/s/ George D. Gourdomichalis                    /s/ Dr. Luca Rossi
----------------------------                    ---------------------------
George D. Gourdomichalis                        Dr. Luca Rossi
(Director)                                      (Manager)

/s/ Ion Varouxakis                              /s/ Dr. Antonio Tufano
----------------------------                    ---------------------------
Ion Varouxakis                                  Dr. Antonio Tufano
(Director)                                      (Attorney)

EXHIBIT 1

First Preferred Naval Mortgage

THIS FIRST PREFERRED MORTGAGE is made this_____________day of May 2004 by ADVENTURE TWO S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the "Shipowner") in favor of CORNER BANCA SA a company organized and existing under the laws of the Republic of Switzerland with an address at Via Canova 16, Lugano, Switzerland (hereinafter called the "Mortgagee")

WHEREAS

A) The Shipowner is the absolute owner of m/v. "Free Destiny" presently flying under the Flag of the Marshall Islands, hereinafter called "the Vessel", described as below:

IDENTIFICATION OF THE VESSEL

Name                                   "FREE DESTINY"

Flag                                   Marshall Islands

Built in                               1982

IMO/Official Number                    No. 8128157

Gross tonnage                          16282 tons

Net tonnage                             9377 tons

Class notation                         Lloyds Register, +100 A1 + LMC UMS

B) By a loan agreement dated May 21st 2004 (the "Loan Agreement") - a copy of which is attached hereto as Exhibit 1 and made an integral part hereof
- made between the Mortagagee and the Shipowner, the Mortagagee agreed to advance to the Shipowner a Loan in the maximum amount of Five Million United States Dollars, (USD 5,000,000) (hereinafter "the Loan"). Word and expressions shall, unless the contract otherwise requires, have the same meaning ascribed to them in the Loan Agreement.

NOW THEREFORE,:

1 NOW THEREFORE, in consideration of the premises and of other good and valuable consideration, the adequacy and receipt whereof are hereby acknowledged, and in order to secure the repayment of the Loan and interest thereon and the performance and observance of and compliance with the covenants, terms and conditions in the Loan Agreement and this Mortgage contained, THE SHIPOWNER

hereby grants, conveys and mortgages to and in favor of the Mortgagee all of the Shipowner's right, title and interest in and to the whole of the Vessel TOGETHER WITH all the engines, machinery, masts, boats, anchors, cables, chains, rigging, tackle, apparel, furniture, fittings and equipment and all other appurtenances to the Vessel thereunto appartaining or belonging whether now owned or hereafter acquired whether on board or not and all additions improvements and replacements hereafter made in or to the Vessel or any part thereof or in or to her equipment and appurtenances aforesaid (excepting only such equipment placed on the Vessel which under the terms of any charterparty relating thereto does not become the property of the Shipowner) TO HAVE AND TO HOLD ALL AND SINGULAR the above mortgaged and described property unto the Mortgagee for its own use and benefit forever upon the terms herein set forth for the enforcement of the repayment of the Loan and interest thereon, and to secure the performance and observance of and compliance with the covenants terms and conditions in the Loan Agreement, this Mortgage and the other Security Documents contained expressed or implied PROVIDED HOWEVER and the condition of these presents in such that if the Shipowner its successors or assigns shall have repaid the Loan ad interest thereon in accordance with its provisions and shall have performed observed and complied with all the covenants terms and conditions in the Loan Agreement, this Mortgage and the other Security Documents contained expressed or implied to be performed observed or complied with these presents and the rights hereunder shall cease terminate and be void but shall otherwise remain in full force and effect.

2 THE SHIPOWNER for itself, its successors and assignee HEREBY COVENANTS AND AGREES with the Mortgagee and its respective successors and assigns that the Vessel and all the appurtenances thereto appertaining or belonging and all improvements and replacements hereafter made in or to the Vessel or any part thereof are to be held by the Mortgagee subject to the covenants conditions provisions terms and uses hereinafter set forth.

4 THE SHIPOWNER at its own expense when and so long as this Mortgage shall be outstanding covenants as follows:

(i) to insure the Vessel and keep the Vessel insured in the Shipowner's name in United States Dollars (or such other currency as the Mortgagee and in such amount and upon such terms as shall from time to time be required or approved in writing by the mortgagee and in particular but without prejudice to the generality of the foregoing

such policies as shall be approved in writing by the Mortgagee such consent not to be unreasonably withheld and given promptly

(iii) to execute and deliver all such documents and do all such things as may be necessary to confer upon the Mortgagee a legal title to the insurances and procure that the interests of the Mortgagee is at all times endorsed or noted upon all slips, cover notes, policies, certificates of entry or other instruments issued in connection with the Policies and procure
(i) that the following loss payable clause shall be endorsed upon both the hull machinery and equipment and war risks policies:

"It is noted that by an Assignment in writing dated May___2004 the Shipowner, Adventure Two SA, Majuro, Marshall Islands has assigned absolutely to Corner Banca SA of Switzerland, all the Shipowner's interests in this Policy and all benefits hereof including all claims of whatsoever nature hereunder. Claims hereunder payable in respect of an actual or constructive or agreed or arranged or compromised total loss or requisition for title or other compulsory requisition of the Vessel and claims hereunder payable in respect of a mayor casualty that is to say any casualty in respect whereof the claim or the aggregate of the claim

exceeds Five Hundred thousand United States Dollars (USD500'000.--) shall be payable to the Mortgagee. Subject thereto all other claims, unless and until the Underwriters have received notice from the Mortgagee of a default under the Mortgage in which event all claims under this Policy of Insurance shall be payable direct to the Mortgagee, shall be released directly for the repair salvage or other charges involved or to the Shipowner as reimbursement if they have fully repaired the damage and paid all of the salvage or other charges"

AND (ii) that the following loss payable clause shall be endorsed upon the protection and indemnity certificate of entry:

1 It is noted that Corner Banca SA are interested as first mortgagee in the subject matter of this insurance up to the amount recorded under Clause 24 of the Mortgage.,

(iv) to procure that the relevant brokers and any protection and indemnity association in which the Vessel may from time to time be entered undertake:

(b) to advise the Mortgagee promptly:

1 if any insurance office, company underwriter, association or club cancels any of insurance,

(c) not to assert any lien in respect of unpaid premiums except insofar as such premiums relate only to the insurances in respect of the Vessel and not to any other Vessels.

(v) Punctually to pay all premiums calls contributions or other sums payable in respect of the Policies and each of them and to produce all relevant receipts when so required by the Mortgagee,

(vii) to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association,

(x) to furnish the Mortgagee at such intervals as the Mortgagee shall specify with a detailed report signed by an independent firm of marine insurance brokers appointed by the Shipowner and improved by the Mortgagee detailing the insurances maintained on the Vessel and stating the opinion of such firm as the adequacy thereof

(xv) that in the event of the Shipowner failing to insure or maintain insured the Vessel or in entering and keeping the Vessel entered in a protection and indemnity and/or war risks association as hereinbefore provided the Mortgagee may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Mortgagee in its discretion thinks fit and in such case the cost of all such insurances and entries together with the premiums calls and contributions payable in respect thereof with interest thereon at the rate calculated in accordance with the above mentioned Loan Agreement shall be paid on demand by the Shipowner to the Mortgagee and shall be added to amounts secured by this Mortgage,

5 THE SHIPOWNER HEREBY COVENANTS AND AGREES with the Mortgagee as follows:

(a) THE SHIPOWNER, in accordance with the provisions of Section 302 of the Marshall Islands Maritime Act, 1990 as amended, and otherwise shall comply with satisfy all the requirements and formalities established by the said Maritime Act and any other pertinent legislation of the Republic of the Marshall Islands to perfect this Mortgage as a valid and enforceable First and Preferred lien upon the Vessel and to furnish to the Mortgagee from time to time such proofs as the Mortgagee may reasonably request for its satisfaction with respect to the Shipowner's compliance with the provisions of this sub-clause.

(b) At all time to carry on board the Vessel a duly certified copy of this Mortgage (which shall form a part of the Vessel's documents) and to cause the same to be shown to any person having business with the Vessel which might create or imply any commitment or encumbrance whatsoever on the Vessel and to place and maintain in a conspicuous place in the navigation room and in the cabin of the master of the Vessel a printed notice in the following form:

"NOTICE OF MORTGAGE"

This vessel is mortgaged by a First Preferred Ship Mortgage to Corner Banca SA, pursuant to the provisions of Chapter 3 of the Marshall Islands Maritime Act of 1990 as amended. Under the terms of the said Mortgage, neither the Shipowner, nor any charterer or the master of this Vessel has

any power, right or authority whatever to create, incur or permit to be imposed on this Vessel any lien or encumbrance except for crew's wages and salvage.

(c) the Shipowner was duly incorporated and is now validly existing and in good standing as a corporation with limited liability under the laws of the Republic of Marshall Islands and shall so remain during the life of this Mortgage. It is duly authorized to mortgage the Vessel. All corporate action necessary and required by law for the execution and delivery of this Mortgage has been duly and effectively taken and this Mortgage in the hands of the holders thereof is and will be a valid and enforceable obligation of the Shipowner in accordance with its terms.

(d) The Shipowner is the sole and absolute owner and is lawfully possessed of the whole of the Vessel free from all liens and encumbrances whatsoever except this Mortgage and will warrant and defend the title and possession thereto and to every part thereof for the benefit of the Mortgagee against the claims and demands of all persons whomsoever

(e) (i) at its expense and no cost to the Mortgagee to comply with and satisfy all of the provisions of any applicable governmental and exchange control regulations in connection with this Mortgage or any amendment or variation for the time being thereof to comply with and satisfy any other applicable law or regulation in order to maintain the permanent registry of the Vessel as a Marshall Islands Ship under the Laws and Flag of the Republic of the Marshall Islands and to establish and maintain this Mortgage under the said laws as a First Preferred Ship Mortgage upon the Vessel and upon all renewals replacements and improvements made in or to the same and not to do or suffer to be done anything whereby the due and permanent registration of the Vessel under the laws and flag of the Republic of the Marshall Islands may be forfeited or imperiled

(ii) in the event that this Mortgage or any provision hereof shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any authoritative court or if the documents at any time held by the Mortgagee be deemed by the Mortgagee for any reason insufficient to carry out the true intent and spirit of this Mortgage then from time to time the Shipowner will do, sign, seal, execute, deliver and register or procure the doing, signing, sealing, execution, delivery and registration at its expense and at no cost to the Mortgagee of all such other further acts assurances and documents whatsoever as in the opinion of the Mortgagee may be required more effectually to mortgage the Vessel as security for payment of the amounts outstanding under the Loan Agreement as herein provided and the performance of terms and provisions of this Mortgage or to perfect the security constituted hereby

(f) at all times and without cost or expenses to the Mortgagee:

(iii) not to make or permit to be made any substantial change in structure type or speed of the vessel or any change in her rig without first receiving written approval thereof from the Mortgagee,

(g) (i) to permit the Mortgagee and such other persons appointed by it to board the Vessel to have full and complete access to the Vessel to view the state and condition thereof and her cargo and papers, to ascertain whether the Vessel is being properly repaired and maintained. In the event deficiencies are found which evidence the failure in keeping her in such good state or repair and in such working order and condition as mentioned in sub clause (d) of this Clause 5 (without prejudice however to any of the Mortgagee's rights under this Mortgage) to effect such repairs as shall in its reasonable opinion be necessary and the Shipowner will on demand repay to the Mortgagee every sum of money expended for the above purpose with interest as hereinafter mentioned,

(ii) to deliver to the Mortgagee on demand copies of any and all documents relating to the Vessel her employment position and

engagements particulars of all towages and salvages and copies of all charters and other contracts for her employment or otherwise howsoever concerning her

(h) (i) to pay and discharge or cause to be paid and discharged when due and payable from time to time all debts damages and liabilities whatsoever which may have given or may give rise to maritime or possessory liens on or claims enforceable against the Vessel and all taxes assessments governmental charges fines and penalties legally imposed on the Vessel or any income therefrom,

(i) promptly to furnish the Mortgagee from time to time and at any time with copies of all such accounts financial statements reports and such other financial information concerning the Shipowner as the Mortgagee may reasonably request

(j) promptly to notify the Mortgagee thereof by telex confirmed by letter addressed to the Mortgagee at its address aforesaid or such other address as the Mortgagee may from time to time direct in writing to the Shipowner in the event of the Vessel being arrested or detained by any court or tribunal or by any government or other authority or in the event of any accident bottomry average salvage any assistance by third persons or any loss of classification in respect of the Vessel or if the Vessel is subject to any legal proceedings for a sum higher than USD500'000.-- or the equivalent from time to time in any other currency

(k) to deliver at least forty eight (48) hours prior notice in writing to the Mortgagee of any intention to put the Vessel into the possession of any person for the purpose of work being done upon her in an amount exceeding or which might exceed USD500'000.-- or the equivalent in any other currency and concurrently to notify such person that the prior written consent of the Mortgagee is pre-requisite to the commencement of such work

(l) whilst moneys remain outstanding under this Mortgage not to sell or otherwise dispose of the Vessel or any shares therein, mortgage, charge, pledge, transfer, abandon or hypothecate the Vessel or any freight or hire moneys thereof to any person or company, nor to suffer the creation of

any such sale disposal mortgage, charge, pledge, transfer, abandonment or hypothecation of the Vessel nor do or permit any act or thing whereby the Vessel shall or may lose her existence or due registration as a Marshall Islands ship without the prior written consent of the Mortgagee as aforesaid to any sale mortgage or transfer and any such sale, mortgage or transfer of the Vessel shall be subject to the provisions of this Mortgage and to the lien it creates

(m) not to cause or permit the Vessel to be operated or employed in any manner contrary to International Law or to any applicable law including but without limitation the laws of Switzerland and the Republic of the Marshall Islands nor to violate any law or carry any cargo that will expose the Vessel to penalty, forfeiture, capture, detention, destruction nor to abandon the Vessel in a foreign port nor to do or suffer or permit to be done anything which can or may injuriously affect the registration or enrollment of the Vessel under the laws and regulations of the Republic of the Marshall Islands and at all times to keep the Vessel duly documented thereunder

(n) (i) during hostilities (whether or not a state of war shall have been formally declared) between any two or more nations or in which the United Nations Organization may be involved or during any civil war not to employ or permit the Vessel to be employed in any manner in carrying any goods that shall or may be declared to be contraband of war unless prior to such employment special war risks policies effected with such underwriters as the Mortgagee may approve and in all respects to the satisfaction of the Mortgagee shall have been effected signed and delivered to the Mortgagee

(o) not to employ the Vessel:

(ii) on time charter for any period without the prior written consent of the Mortgagee or

(p) at all times retain a copy of this Mortgage and of any assignment of this Mortgage by the Mortgagee (if requested by any assignee) certified by the appropriate authorities of the Republic of the Marshall Islands and by any other relevant authorities with the Vessel's papers on board the Vessel and any other certificates or other documents required by law and to cause each such certified copy and master for the time being of the Vessel and to be exhibited on demand to any persons having business with the Vessel or to any representative of the Mortgagee,

(q) promptly on demand by the Mortgagee to use its best endeavors to assist the Mortgagee in or in connection with the due execution and recording of this Mortgage and protection and enforcement of the Mortgagee's security and in connection with any act matter or thing reasonably or properly made done or executed or to be made done or executed by the Mortgagee its agents or servants in about the matters described in this Mortgage.

8 IN CASE any one or more of the following events herein termed "Events of Default" shall happen

(a) the Shipowner fails to pay:

(i) on the due date any amount of principal or interest, or any portion thereof, which may be payable under the Loan Agreement, or

(d) anything is done or suffered or omitted to be done by the Shipowner which in the reasonable opinion of the Mortgagee imperils the security created by this Mortgage, or

(e) any event occurs which would entitle any subsequent mortgagee to enforce its mortgage over the Vessel.

Then and in each and every such case the Mortgagee shall have the right to

to put into force and exercise all the powers possessed by it as the Mortgagee of the Vessel pursuant to Chapter 3 of the Marshall Islands Act 1990 as amended, and without notice or further demand, as and when it may see fit, in particular but without limitation

(a) to take possession of the Vessel

permit the brokers through whom collection or recovery is effected to charge and retain the usual brokerage therefor

(f) pending the sale of the Vessel to manage, insure, maintain and repair the Vessel and to hold, lay-up, lease, employ, charter, operate or otherwise use the Vessel in such manner and for such period as the Mortgagee in its absolute discretion deems expedient, accounting only for the net profits after deducting operating costs and debit service (if any) of such use and for such purpose. For the purposes aforesaid the Mortgagee shall be entitled to do all acts and things whatsoever incidental or conductive thereto including entering into arrangements and contracts of whatsoever nature in respect of the Vessel, her insurance,management, maintenance, repair, classification and employment and generally to do and cause to be done all such acts and things whatsoever and to make all such arrangements whatsoever in respect of the Vessel or the working of the same in all respects as if the Mortgagee, as the owner of the Vessel and without being responsible for any loss and damage thereby incurred

the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. Upon any such public sale by the Mortgagee pursuant to sub-clause (i) (e) above the Mortgagee may bid for the purchase of the Vessel and set-off the purchase price against all sums whatsoever due to it under and by virtue of this Mortgage provided that such purchase price shall not be less than the price offered by any bona fide third party

9 FROM and after the occurrence of an Event of Default all moneys received by the Mortgagee in respect of:

(i) sale of the Vessel or any share therein

(ii) recovery under and by virtue of the insurances of the Vessel

(iii) any and all moneys paid by any governmental authority as

            compensation in the event of the requisition of the Vessel for
            tide or other compulsory acquisition of the Vessel by such
            governmental authority (otherwise than requisition for hire)

      (iv)  the freight hire or other earnings of the Vessel shall be
            applied in accordance with the Loan Agreement

10    (a)   EACH and every power and remedy conferred on the Mortgagee
            hereunder shall be cumulative and in addition to every other
            power and remedy now or hereafter existing at law in equity in
            admiralty or by statute. Each and every other power and remedy
            may be exercised from time to time and as often and in such
            order may be deemed expedient by the Mortgagee. The exercise
            or the beginning of the exercise of any power or remedy shall
            not be construed to be waiver of the right to exercise at the
            same time or thereafter any other power or remedy. No delay or
            omission by the Mortgagee in the exercise of any right of
            power or in the pursuance of any remedy shall impair any such
            right power or remedy or be construed to be a waiver of any
            default on the part of the Shipowner or to be acquiescence
            therein

      (b)   The Mortgagee may from time to time and at any time waive
            unconditionally or on such terms and conditions as may seem
            expedient any of the covenants conditions and obligations on
            the part of the Shipowner contained herein or any breach
            therefor by the Shipowner. Every such waiver or other
            indulgence granted to the Shipowner by the Mortgagee shall be
            deemed to have been made without prejudice to its rights and
            powers as Mortgagee of the Vessel hereunder or otherwise
            howsoever which shall at all times thereafter remain
            exercisable whenever the Mortgagee shall think fit and as if
            such waiver had not been made and shall not otherwise alter or
            affect me obligations of the Shipowner hereunder

this Mortgage and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the said debt and that the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now held or hereafter taken by the Mortgagee for all or any part of the moneys hereby secured or by any variation in the terms or termination of any such security

      (a)   doing all further acts required by the Mortgagee under clause
            5 (e) (ii) hereunder including executing, sealing, delivering
            and registering all documents required thereunder

      (b)   applying for receiving and taking possession of the Vessel

      (c)   making any transfer of the Vessel provided for herein
            including the execution, sealing, and delivery of any covenant
            assignment or other instrument of transfer or further document
            required to complete perfect or validate the same. The
            Shipowner hereby ratifies and confirms that its said attorneys
            shall lawfully do by virtue hereof PROVIDED THAT save in case
            of the aforesaid powers shall not be exercisable by or on
            behalf of the Mortgagee until an Event of Default has occurred
            but the exercise of such powers by the Mortgagee shall not put
            any person dealing with the Mortgagee upon any enquiry as to
            whether an Event of Default has occurred nor shall such person
            be in any way affected by notice to the contrary and exercise
            by the Mortgagee of this power in all circumstances shall be
            conclusive evidence of its right to exercise the same

15    (a)   ALL demands, notices or other communications required to be
            given under this Mortgage shall be in writing and may be given
            or sent and delivered as follows:

            -     to the Shipowner, in person of the present
                  President/Director of the Company, Mr George D
                  Gourdornichaalis, Mr Ion Varouxakis and and

                                 15

                  Mr. E Gourdormichalis c/o Free Ships SA, 93 Akti
                  Miaouli, 18538 Piraeus, Greece

            -     to the Mortgagee, to Corner Banca SA, Via Canova 16,
                  P.O. 2835, 6901 Lugano, Switzerland,,

            or to such other address or addresses as the Shipowner may
            from time to time notify the Mortgagee in writing, (or as may
            be indicated from time to time in the Mortgagee's applicable
            "General Conditions") and shall be deemed to have been
            received by the Shipowner on the date of dispatch if sent by
            cable or telex and five (5) days after having been posted if
            sent by post

      (b)   For service of legal process the Shipowner appoints the
            Process Agent or such other person or persons as the Shipowner
            may with the prior approval of the Mortgagee appoint in their
            place as its agent and agrees to consider any legal process or
            demand or notice being made or served on the said agent as
            binding upon the Shipowner

16          A certificate submitted by the Mortgagee to the Public
            Registry Office of the Marshall Islands as to the amount due
            or to become due from the Shipowner to the Mortgagee under
            this Mortgage shall in the absence of manifest error be
            conclusive and binding on the Shipowner for all purposes

17    (a)   The obligations on the part of the Shipowner contained herein
            shall bind the Shipowner and its successors and permitted
            assignees and the rights of the Mortgagee shall inure to the
            benefit of its successors and assigns whether so expressed or
            not

      (b)   The Shipowner hereby undertakes to cooperate fully and to
            execute all such documents as are necessary for the purpose of
            ensuring that any assignee of the Mortgagee receives the full
            benefit of all the rights of the Mortgagee and the covenants
            of the Shipowner hereunder

20 THIS Mortgage may be executed in any number of counterparts each of which shall be an original but such counterparts shall together constitute but one and the same instrument

21 THE English text of this Mortgage is the authentic text and in the event of any differences arising on translation, recourse shall be held to the English text.

22 THE provisions of this Mortgage and all rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands.

23 EXCHANGE RATE INDEMNITY

as the Mortgagee may select is open for dealings between the Relevant Currency and the Agreed Currency.

24 RECORDATION

For the purposes of recording this First Mortgage as required under
Section 302 of the Marshall Islands Maritime Act, 1990, as amended, the total amount is United States Dollars five million (US$ _5,000,000) and interest thereon and performance of mortgage covenants.

The date of maturity shall be December 2008.

- The Discharge amount is the same of the total amount.

25 IN THE EVENT that there is any conflict between the terms and conditions of the Loan Agreement and this Mortgage, the terms and conditions of the Loan Agreement shall prevail provided however, that this Mortgage shall be governed solely by Marshall Islands law.

IN WITNESS WHEREOF Adventure Two S.A., Majuro, Marshall Islands, has caused this First Preferred Ship Mortgage to be executed by its duly authorised signatories on the day and year first above written.

ADVENTURE TWO S.A.

George D. Gourdomichalis
(Director)

Ion Varouxakis
(Director)

ACKNOWLEDGEMENT OF MORTGAGE

REPUBLIC OF GREECE                                 )
                                                   }
                                                   )ss:
                                                   )
CITY OF PIRAEUS                                    )

On this __ day of _______ 2004 before me personally appeared ___ and ________ _________ to me known who being by me duly sworn did depose and say that they reside at ___________________________________________________________________ _________ that they are directors of ADVENTURE TWO S.A. the corporation described in and which executed the foregoing instrument; and that each signed his name thereto by order of the Board of Directors of said Corporation.

Special Agent

EXHIBIT 2

Notice of Assignment
Loss Payable Clause

NOTICE OF ASSIGNMENT

(for attachment by way of endorsement to every note, contract and policy)

m/v FREE DESTINY

Take notice that we Adventure Two SA, a company having its registered office at Majuro, Marshall Islands, a corporation incorporated under the law of Republic of the Marshall Islands on February 5, 2004, hereinafter called the Owner of the above mentioned vessel, have assigned to the Bank Corner Banca SA a banking corporation incorporated and existing under the laws of Switzerland, acting through its office at Via Canova 16, 6900 Lugano, Switzerland by an ASSIGNMENT AGREEMENT bearing the even date herewith entered into between ourselves and the said Bank, all insurances in respect of the vessel on the above and all moneys to become payable hereunder or in respect thereof.

Piraeus,

BY WAY OF ENDORSEMENT

For and on behalf of

ADVENTURE TWO SA

LOSS PAYABLE CLAUSE

The present insurance policy is binding in all effects in favour of Corner Banca SA. of Via Canova 16, 6900 Lugano (Switzerland), hereinafter " the Bank ", with assigned guarantees over the entirety of m/v. " FREE DESTINY " flying under the Flag and Laws of The Republic of Marshall Islands together with the engines, boats, masts, tackle and other appurtenances to her belonging.

And the Underwriters are obliged to:

a) not to liquidate any damage without the presence and with the consent of " the Bank ";

b) notify to " the Bank " immediately and by registered letter, the eventual missing payment of the insurance premium and to consider the insurance policy in force for 15 (fifteen) days from the day the above registered letter has been received by " the Bank " and " the Bank " is allowed but not obliged to pay the insurance premium;

c) not to make any alterations to the present policy without previous consent of " the Bank " and to advise the same of any events or circumstances that may compromise the validity of the insurance policy.

Dated,

The Underwriters ADVENTURE TWO SA

EXIBIT 3

Personal Guarantee

Date:_________________

as Guarantor

-and-

Corner Banca SA
as Bank

PERSONAL GUARANTEE
for a secured Loan Facility
of up to U.S.$ 5'000'000.--made to
ADVENTURE TWO S.A.

THIS GUARANTEE IS MADE IN PIRAEUS on this_______________________day of May 2004.

BY :________________________(hereinafter referred to as "the Guarantor").

IN FAVOUR OF : Corner Banca S.A. a company duly incorporated under the laws of Switzerland, having its registered office at via Canova 16, 6900 Lugano (CH) (hereinafter referred to as " the Bank").

WHEREAS

A) Under and pursuant to the terms of a loan agreement dated_____may 2004 (the "Loan agreement") the Bank has agreed to advance to ADVENTURE TWO S.A. of Majuro, Marshall Islands (hereinafter called "the Debtor") the amount of U.S. Dollars five millions (U.S. $ 5'000'000.--) for the purpose therein stated.

B) The execution and delivery of this Guarantee is one of the conditions precedent to the Bank making or continuing the facilities to the Debtor.

NOW, therefore, the Guarantor hereby guarantees to the Bank, unreservedly and irrevocably, the fulfillment of the Debtor's obligations, towards the Bank, whether present or future, resulting from the Loan Agreement, where from result or may result debts of the Debtor to the Bank, and that, consequently, by virtue of the present Guarantee the Guarantor undertakes directly toward the Bank to pay off the obligations of the Debtor in full, when same become due, and conditional debts irrespective of their amount, based either of explicit provisions of the Loan Agreement, or any normal or irregular development of the Loan Agreement, as soon as such debts are due or shall become due, and payment thereof shall be demanded by the Bank, together with the interest on such debts (contractual or legal or in arreas) and any ancillary debt of the Debtor, as well as any other costs and expenses, paid or incurred by the Bank in connection with the debt itself and the present Guarantee.

The Guarantee provided herein is governed by the following explicitly stipulated terms:

1. The Guarantor is hereunder responsible as principal Debtor, jointly and in toto with the Debtor and any other guarantor/s and is consequently deprived of the right which he may have to compel the Bank to proceed with the enforcement of the claims of the Bank against the Debtor, prior to the Bank 's enforcement of this Guarantee against the Guarantor, and the Guarantor hereby expressly waives the exception of previous action (privilegium excussionis). The Guarantor is not to raise against the Bank the non-personal objection of the Debtor. Likewise, the Guarantor is not entitled to lodge against the Bank any counter-claims of the Debtor against the Bank, or any claims of his own (the Guarantor's). The Guarantor shall be liable under this Guarantee even in case of invalidation or defectiveness of any of the obligations of the Debtor under the Loan Agreement or in case of invalidation of the Loan Agreement, as if same were fully valid and enforceable.

2. The duration of the Guarantee is indefinite and the guarantor's liability is terminated only when full payment of the Debtor's obligations towards the Bank under the Loan Agreement has been effected. The Bank is entitled to moderate at its discretion the Loan Agreement entered into by the Bank and the Debtor or to extend the time of fulfillment of the Debtor's obligations, or shorten such time, or to review in whole or in part, the Loan Agreement with the Debtor. The Bank will also be entitled to exchange other securities or guarantees granted to the Bank by the Debtor, or guarantees granted to the Bank by other Guarantors, return such guarantees, or waive such guarantees, or refrain from pursuing the Bank's claims there from, or provide time limits or other facilities at the Bank's absolute discretion. The Bank may perform any or all of

these acts without any notice to, or any consent of, the Guarantor, and without thereby effecting in the least the liability of the Guarantor deriving from the present Guarantee with the Bank. Consequently, the Guarantor waives all its rights, in general, to invoke the above acts of the Bank in order to absolve itself and, more specifically, waives all his rights under Articles 862, 863, 866,867 of the Greek Civil Code.

3. The Guarantor shall be totally responsible together with other Guarantors (if any) who have already guarantee after the date of execution of this Guarantee, the fulfillment of the Debtor's obligations towards the Bank under the Guarantee.

4. Any delay or omission of the Bank to pursue its rights against the Guarantor under this agreement shall not operate as a waiver by the Bank of such rights, nor will the isolated or partial performance of such rights excluded the further performance thereof or the performance of other rights. The Bank's waiver must be evidence in writing and shall apply only on the specific rights or on the specific case defined in such written waiver.

5. The present Guarantee shall bind the Guarantor, its assignees, and its general or special successors, and it shall act in favour of the Bank, its assignees and its general and special successors.

6. The Bank shall be entitled to withhold its debts to the Guarantor, irrespective of the cause from which they originate in payment of the Bank's overdue claims against the Guarantor under this agreement.

7. NOTICES

All notices and other communication upon either party hereto shall be deemed duly served on the day they are delivered (in case of a letter) or received (in the case of telex or cable) if that is a working day in the place of delivery or receipt or, if not, on the first working day thereafter in such place, provided that they are addressed as follows:

Guarantor: ___________

Bank: Corner Banca SA- Via Canova 16 - 6900 Lugano - Switzerland

Or at such other address as the respective party may have notified the other in writing for this purpose.

8. LAW AND JURISDICTION

This Guarantee shall be governed by and constructed in accordance with Greek law under the jurisdiction of the Court of Piraeus.

Signed by

EXIBIT 4

Deed of Assignment of Credits

DEED OF ASSIGNMENT OF CREDITS

The undersigned

ADVENTURE TWO S.A.

(hereinafter referred to as the Assignor) hereby irrevocably assigns to Corner Bank Ltd. (hereinafter referred to as the Bank), by way of guarantee of all the obligations, direct and indirect, which the Assignor has undertaken or may undertake towards the Bank, for any reason or cause whatsoever (such as, for example, advances in current account, discounting of commercial paper, fidejussions, interest, commissions, purchase and sale of securities, charges, etc., without exclusion or exception, with express mention that the guarantee provided for as above shall also be extended to obligations which may already be otherwise guaranteed), the credits specified apart, according to the separate lists, together with all the rights which support them and with the relative accrued and accruing interest.

The Assignor hereby represents that these credits are juridically legitimate and undertakes every guarantee relative to the amount and to the collectability thereof.

For the afore-said irrevocable assignment of credits, the Bank shall be entitled to make claim upon such credits, to collect principal and interest upon maturity, grant deferments, as well as to proceed with any formality and take suitable measures to safeguard such credits, without the exercising of such rights involving any liability whatsoever for the Bank.

The Assignor hereby undertakes to provide the Bank, upon request thereof, with other guarantees in the event the margin of coverage, at the sole discretion of the Bank, be insufficient, or if, on account of other reasons, the collection of the assigned credits should be compromised; should any of these circumstances arise, the Assignor hereby undertakes to inform the Bank.

The Assignor hereby undertakes to notify the relative debtors, by registered mail, of the irrevocable assignment of their credits in favour of the Bank, to provide the Bank with proof of such notification and to pay to the Bank any and every sum which may be paid to the Assignor against the credits assigned hereunder.

The Assignor hereby also authorizes the Bank to notify the relative debtors of the irrevocable assignment of their credits, warning them to pay their debt(s) solely into the hands of the Bank, and to receive partial or total payments from the debtors, issuing valid receipt and giving credit thereof to the customer.

The Assignor shall immediately inform the Bank, by registered mail, of any change of address from the current one, in the absence of which the Bank shall deem valid and operative all communications and notifications sent to the old address, even if they fail to arrive.

The Assignor shall bear all the costs arising out of the registration of this Deed as well as any other accessory or consequent expense.

The Assignor acknowledges that all his relations with the Bank shall be subject to Swiss law. He furthermore hereby acknowledges that the place of fulfilment, the jurisdiction for enforcement and bankruptcy (if he his domiciled abroad), as well as the exclusive jurisdiction for all proceedings shall be the place of residence of the headquarters, of the branch or of the agency of the Bank dealing with him, that is to say

Nonetheless he also hereby authorizes the Bank to take legal action before the court of his domicile or before any other court whatsoever competent by jurisdiction.

/s/ George D. Gourdomichalis
----------------------------
George D. Gourdomichalis


/s/ Ion G. Varouxakis
----------------------------
Ion G. Varouxakis

EXIBIT 5

Deed of Pledge

1. The undersigned

ADVENTURE TWO S.A.

domiciled at

(hereinafter referred to as the "Pledger") hereby pledges, pursuant to articles 884 et seq. of the Swiss Civil Code, in favour of

Corner Bank Ltd.

(hereinafter referred to as the "Bank"), as specified in article 2 hereof, as guarantee of the Bank's credits vis-a-vis himself and vis-a-vis

(hereinafter referred to as the "Guaranted Debtor") all the assets credited at present or in the future to his account(s) opened with the Bank and all the accounts which the Bank may open in the name of the Pledger in order to secure payment of any and all amounts the Pledger and/or the Guaranted Debtor, in whose favour this pledge has been constituted, may from time to time owe to the Bank, for whatever reason, including any credit the Bank may extend to the Pledger and/or to the Guaranted Debtor by means of overdrafts, loans, advances, guarantees, suretyships, bills backing or similar instruments, forward foreign exchange contracts, even after novation. Further, the Pledger pledges to the Bank all his securities of whatever nature, all securities not represented by a certificate (especially marketable securities with deferred printing of the certificates), domestic and foreign bank notes, precious metals, values and accounts of any other nature, as well as earnings that have matured or to mature from such instruments and the related rights attached (in particular interests, dividends, subscription rights, bonuses) issued or to be acquired, in order to guarantee without restrictions all the obligations of the Pledger and/or the Guaranted Debtor vis-a-vis the Bank.

2. The aforesaid pledges shall guarantee all the Bank's credits, direct and indirect, present and future, vis-a-vis the Pledger and/or the Guaranted Debtor on whose behalf the pledge is provided, arising in any way or for any reason whatsoever, such as, for example, overdraft facilities, discounting of commercial paper, guarantees and surety-ships issued or caused to be issued in his own interests or in the interests of third parties, purchase and sale of securities, currency exchange operations, documentary credits, interest, expenses and commissions etc., with no exclusions or exceptions whatsoever, with express agree-ment that the guarantee offered by the pledge shall also extend to any commitments that may already be otherwise guaranteed. The registered office and the branches of the Bank shall form a one and only corporate body; therefore pledges provided to the registered office or to a branch shall also guarantee credits vis-a-vis the registered office and all the branches.

3. The Pledger commits himself to handle all tasks concerning the administration of the pledged asset(s) and to take all necessary steps to preserve and increase its value (as: notices, monitoring of drawings, amorti-sations, payment of premiums). The Bank may, not compulsorily, take care of these duties at the risk and expenses of the Pledger.

4. The Bank retains all securities, statements and documents

Pledger. The Pledger gives his explicit consent to the Bank to deposit all the pledged rights and assets with a third depository without affecting the rights of the Bank as lienor. The deposits and sub-deposits shall always be made at the risk and expenses of the Pledger.

5. For the pledge of registered secunties, the Pledger commits to sign every declaration or power of attorney allowing the transfer of these securities as a guarantee in the company's registers.

6. The Bank may, without commitment, exercise the rights belonging to the Pledge owner against the debtors of the pledged assets and against any third party. The Bank may represent the pledged securities at general meetings, denounce and collect the credits and securities and, with respect to the credits secured by a mortgage, exercise all the rights belonging to the mortgagee. The Bank is hereby authorised by the Pledger to address, also in the name of the Pledger, to the debtors of the pledged securities any notification of the right of pledge that may be necessary or which the Bank deems suitable.

7. The Pledger hereby certifies that he is the sole owner of the pledged securities, that these securities are free of any bond, that they are freely negotiable and that the transfer of ownership is not subject to a consent or any prior authorisation.

8. If the Bank is of the unquestionable opinion that a reduction of the value of the pledged assets has occurred or appears to be impending, or if the Bank, for any reason, were to judge that the guarantees arc insufficient or not covering its credits to the debtor any longer, the Pledger commits himself, at any time and at the discretion of the Bank, either to provide new guarantees suitable to the Bank or to repay the amount that the Bank may claim.

9. If the Guaranted Debtor and/or the Pledger fail to fulfil the obligations undertaken vis-a-vis the Bank, or, if requested, to make partial or total repayment of a debt that has or has not yet matured (the balances of current accounts arc considered expired at any time) or to close the transaction guaranteed by the pledge, the Bank may, with notice to be sent by registered letter to the address of the Pledger and without any other formality whatsoever, realize - even by private dealings - all or a part of whatsoever has been pledged as specified in article 1 hereof. The Pledger hereby undertakes to fulfil without delay, at the Bank's request, all the formalities that may be necessary for the transfer of the pledge.

10. If the Bank considers it preferable to enforce the pledge, it may, at its discretion, proceed by way of realisation of the pledge or by way of ordinary enforcement thereof.

11. Upon maturity of the credit, the Bank is not bound to comply solely with the pledged rights. The Bank is entitled to take any judicial measure to collect its credit, and the Bank shall decide, at its discretion, whether to enforce the Pledge or chose a different form of enforcement. The amendment or the contingent novation of the agreements, being at the origin of the Bank's credit, will not alter nor affect the rights of the Bank deriving from this Pledge. These rights remain guaranteed even if the Bank agrees to a deferral in the payment, a release of the guarantees, a discharge to the guarantors or if the Bank were to come to whatever other agreement with its principal debtor.

12. In case of a plurality of pledges exceeding the guaranteed credit owed to the Bank, the Bank is entitled to decide which pledged assets are to be collected or realised first to satisfy its claims.

14. All expenses incurred now or in the future by the Bank resulting from this Deed of Pledge will be borne by the Pledger, including the fees incurred by the Bank as a result of judicial or extrajudicial proceedings relating to the pledge or in view of the preservation or the realisation of the pledged rights. The Pledger irrevocably authorises the Bank to debit him with such costs.

15. In case of bankruptcy, death, edict, inventory, judgement, composition, etc., of the debtor or against other joint obligors under the terms of the Pledge, the Bank shall not be bound to fulfill the requisite formalities to safeguard its credits such as notifications, actions, contradictions, etc. The Pledger however, commits himself to provide for the safeguard of his own rights and the Bank's rights. The Pledger shall in no case avail himself of any claim or any action in the absence of measures such as notifications, actions, contradictions, etc.

16. This Deed of Pledge shall be recognized as equal to assignment pursuant to article 901 of the Swiss Civil Code.

17. The Pledger shall inform the Bank, by registered letter, of every change of his address; if he fails to do so all communications and notifications sent to the old address, even if he fails to receive them, shall be considered valid and binding for him.

18. The Pledger acknowledges that all his relations with the Bank shall be subject to Swiss law. He furthermore hereby acknowledges that the place of fulfilment, the jurisdiction for enforcement and bankruptcy (if he is domiciled abroad), as well as the exclusive jurisdiction for all proceedings shall be the place of residence of the registered office, of the branch or of the agency of the Bank which has a relationship with the Pledger, that is to say:

Nonetheless he also hereby authorises the Bank to take legal action before the court of his domicile or before any other competent court.

19 Any matter not expressly foreseen by this deed shall be governed by the general conditions of the Bank. Each signatory declares receipt of a copy of the general conditions and confirms acceptance thereof.

Firma / Signature   /s/ Ion Varouxakis  /s/ George D. Gourdomichalis
                    -------------------------------------------------

REPUBLIC OF THE MARSHALL ISLANDS
MARITIME OFFICE

I HEREBY CERTIFY THAT THE WITHIN IS A TRUE COPY OF THE INSTRUMENT RECEIVED FOR RECORD AND RECORDED IN THIS OFFICE IN BOOK PH15 AT PAGE 332 ON 04 AUGUST 2004 AT 01:31 PM. EET VESSEL NAME FREE DESTINY OFFICIAL NUMBER 2077

GIVEN UNDER MY HAND AND SEAL THIS 04th
DAY OF AUGUST, 2004

/s/ J.E. GIANNOPOULOS
----------------------------------------
J.E. GIANNOPOULOS
DEPUTY COMMISSIONER OF MARITIME AFFAIRS
 OF THE REPUBLIC OF THE MARSHALL ISLANDS

[SEAL]

EXHIBIT 10.6

WARNING TO PLEDGOR

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND THE PLEDGEE IS NOT PAID YOU MAY LOSE THE ASSETS PLEDGED. YOUR LIABILITY UNDER THIS DOCUMENT IS LIMITED TO THE VALUE OF THE ASSETS PLEDGED.

DATED 4th AUGUST 2004

ADVENTURE HOLDINGS S.A.

-TO-

CORNER BANCA S.A.

DEED OF PLEDGE
OF SHARES IN
ADVENTURE TWO S.A.

CONTENTS

                                                               PAGE
                                                               ----
1   Definitions and Interpretation..........................      3

2   Assignment and Pledge...................................      6

3   Pledgee's Powers........................................      7

4   Ancillary Provisions....................................      9

5   Receiver................................................     10

6   Power of Attorney.......................................     11

7   Partial invalidity......................................     11

8   Further Assurance.......................................     12

9   Waiver of Rights as Surety..............................     12

10  Miscellaneous...........................................     13

11  Discharge of Security...................................     14

12  Notices.................................................     14

13  Counterparts............................................     14

14  Law and Jurisdiction....................................     14

Appendix A: Letter of Resignation...........................     17

Appendix B: Letter of Authority.............................     18

DEED OF PLEDGE

DATED: 4th AUGUST 2004

BY:

(1) ADVENTURE HOLDINGS S.A., a company incorporated under the laws of the Marshall Islands, having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 ("THE PLEDGOR")

IN FAVOUR OF:

(2) CORNER BANCA S.A. a company duly incorporated under the laws of Switzerland having its registered address at Via Canova 16, 6900 Lugano, Switzerland ("THE PLEDGEE").

WHEREAS:-

(A) The Pledgee has agreed to lend to Adventure Two S.A., a company incorporated under to the laws of the Republic of the Marshall Islands ("THE BORROWER"), an amount not exceeding Five Million United States Dollars (US$5,000,000) ("THE LOAN") on the terms and subject to the conditions set out in a loan agreement dated 21st May 2004 made between the Borrower (as borrower) and the Pledgee (as lender) ("THE LOAN AGREEMENT").

(B) Pursuant to the Loan Agreement, and as a condition precedent to the obligation of the Pledgee to make the Loan available to the Borrower, the Borrower has, amongst other things, agreed to procure that all the issued share capital of the Borrower be pledged to the Pledgee as security for the payment of the Indebtedness.

(C) At the date of this Deed the Borrower has an authorised share capital of 500 bearer shares without par value, all of which have been issued and are fully paid and all of which are legally and beneficially owned by the Pledgor.

THIS DEED WITNESSES as follows:-

1 DEFINITIONS AND INTERPRETATION

1.1 In this Deed:-

"PLEDGE DOCUMENTS" means:-

(a) all certificates in respect of the Initial Shares;

(b) an undated letter of resignation signed by each of the directors of the Borrower materially in the form set out in Appendix A, together with a letter of authority to complete the same materially in the form set out in Appendix B; and

"PLEDGED SECURITIES" means:-

(a) the Initial Shares;

(b) the Further Shares;

(c) all dividends, interest or other distributions paid or payable or made on or in respect of the Initial Shares or the Further Shares at any time and from time to time during the Loan Period;

(d) all stocks, shares, rights, money or property accruing or offered by way of redemption, bonus, preference, option or otherwise to or in respect of the Initial Shares or the Further Shares at any time and from time to time during the Loan Period; and

(e) all allotments, accretions, offers, rights, benefits and other advantages and all other consensual rights accruing, offered or arising in respect of the Initial Shares or the Further Shares at any time and from time to time during the Loan Period.

"DEFAULT RATE" means interest at the rate calculated in accordance with Clause 1 (d) of the Loan Agreement.

"DOLLARS" and "$" each means available and freely transferable and convertible funds in lawful currency of the United States of America.

"ENCUMBRANCE" means a mortgage, charge, assignment, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"EVENT OF DEFAULT" means any of the events set out in clause 4 of the Loan Agreement.

"FURTHER SHARES" means any further shares in the Borrower at any time and from time to time during the Loan Period issued to the Pledgor, whether in addition to or in exchange or substitution for or replacement of any of the Initial Shares.

"INDEBTEDNESS" means the aggregate from time to time of the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable to the Pledgee under the Security Documents; any damages payable as a result of any breach by any of the Security Parties of any of the Security Documents; and any damages or other sums payable as a result of any of the obligations of any of the Security Parties under or pursuant to any of the Security Documents being disclaimed by a liquidator or any other person.

"INITIAL SHARES" means the shares in the Borrower owned by the Pledgor and referred to in Recital (C).

"LOAN PERIOD" means the period while any amount due under the Loan Agreement is outstanding.

"SECURITY PARTIES" means the Borrower and any other party to any of the Security Documents (other than the Pledgee).

1.2 Unless otherwise specified in this Deed, or unless the context otherwise requires, all words and expressions defined in the Loan Agreement shall have the same meaning when used in this Deed.

1.3 In this Deed:-

1.3.1 words denoting the plural number include the singular and vice versa;

1.3.2 words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;

1.3.3 references to Clauses are references to clauses of this Deed;

1.3.4 references to this Deed include the recitals to this Deed;

1.3.5 the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Deed;

1.3.6 reference to any document (including, without limitation, to any of the Security Documents) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;

1.3.7 references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;

1.3.8 references to the Pledgee include its successors, transferees and assignees.

2 ASSIGNMENT AND PLEDGE

2.1 In order to secure the payment of the Indebtedness and the observance and performance by the Pledger of all its obligations under or arising out of the Security Documents the Pledgor with full title guarantee assigns and pledges to the Pledgee the Pledged Securities and all other rights, titles and interests of the Pledgor in and to all certificates in respect of the Pledged Securities and all voting and other consensual powers pertaining to the Pledged Securities.

2.2 The Pledgor covenants that it is, and will throughout the Loan Period be, solely and beneficially entitled to all rights in relation to the Pledged Securities, subject only to the rights created in favour of the Pledgee by the Security Documents.

2.3 The Pledgor will procure that (unless the Pledgee shall agree otherwise in writing and then only subject to such terms and conditions as the Pledgee may impose) the Borrower shall issue no further shares or other rights of any nature which would constitute Pledged Securities.

2.4 The Pledgor warrants that it has not disposed of, nor created or permitted any Encumbrance or other third party right to arise or exist on or over, any of the Pledged Securities and covenants that it will not dispose of or deal with nor create or permit any Encumbrance or other third party right to arise or exist on or over any of the Pledged Securities.

2.5 The Pledgor will not exercise any voting or consensual or preferential rights attaching to the Pledged Securities in a manner which contravenes the provisions of the Security Documents or which is otherwise inconsistent with the interests of the Pledgee.

2.6 The Pledger will duly and punctually observe and perform all obligations imposed on it in relation to the Pledged Securities.

2.7 The Pledgor will forthwith deliver or cause to be delivered to the Pledgee the Pledge Documents and will immediately on the appointment of any further director of the Borrower (whether by way of addition or substitution) cause that director to sign and deliver to the Pledgee an undated letter of resignation and a letter of authority materially in the forms set out in Appendices A and B.

2.8 The security constituted by this Deed shall be continuing and shall not be satisfied by any intermediate payment or satisfaction until the Indebtedness shall have been paid in full and the Pledgee shall be under no further actual or contingent liability to any third party in relation to any matter referred to in the Security Documents. The security constituted by this Deed shall be in addition to any other security now or in the future held by the Pledgee for or in respect of the Indebtedness, and shall not merge with or prejudice or be prejudiced by any such security or any other contractual or legal rights of the Pledgee nor be affected by any irregularity, defect or informality or by any release, exchange or variation of any such security.

3 PLEDGEE'S POWERS

3.1 If an Event of Default shall occur, and the Pledgee shall demand payment of all or any part of the Indebtedness, the security constituted by this Deed shall become immediately enforceable and the Pledgee shall be entitled to exercise all or any of the rights, powers, discretions and remedies vested in the Pledgee by this Clause without any requirement for any court order or declaration that an Event of Default has occurred. The Pledgee's right to exercise those rights, powers, discretions and remedies shall be in addition to and without prejudice to all other rights, powers, discretions and remedies to which it may be entitled, whether by statute or otherwise.

3.2 In the circumstances described in Clause 3.1, the Pledgee shall be entitled (but not obliged) without notice to the Pledgor to:-

3.2.1 give notice to the Borrower of the assignment of all voting and other consensual powers contained in Clause 2.1; and/or

3.2.2 exercise without reference to the Pledgor all rights and powers pertaining to all or any part of the Pledged Securities in such manner as the Pledgee may in its discretion determine; and/or

3.2.3 complete, enforce and put into effect any undated letter of resignation of any director of the Borrower and appoint new directors and/or officers; and/or

3.2.4 receive and retain all dividends and other distributions made in respect of all or any part of the Pledged Securities and apply them in or towards satisfaction, or by way of retention on account, of the Indebtedness; and/or

3.2.5 sell all or any part of the Pledged Securities by public auction or private sale on such terms and conditions (including as to price) as the Pledgee may in its discretion determine (the Pledgee being authorised to purchase any Pledged Securities on its own behalf) and, at the Pledgee's discretion, to apply the proceeds of such sale (after deduction of all expenses incurred by the Pledgee in relation to the sale) towards satisfaction or reduction, or by way of retention on account, of the Indebtedness.

3.3 Following the occurrence of the circumstances described in Clause 3.1, the Pledgor shall procure that all dividends and other distributions in respect of any of the Pledged Securities shall be paid to the Pledgee, and shall procure that all benefits (including, without limitation, all allotments, rights and property accruing at any time in respect of the Pledged Securities by way of redemption, bonus, preference, option or otherwise) shall accrue to the Pledgee, the Pledgee being entitled at its discretion to appropriate and apply the same towards satisfaction or reduction, or by way of retention on account, of the Indebtedness. The Pledgor undertakes that if, despite this Deed, it receives any payment or other benefit in respect of any of the Pledged Securities following the occurrence of the circumstances described in Clause 3.1, it will immediately notify the Pledgee, will hold the amount or benefit

received on trust for the Pledgee, and will pay that amount or transfer that benefit to or to the order of the Pledgee on the Pledgee's first written demand.

3.4 Prior to the occurrence of the circumstances described in Clause 3.1:-

3.4.1 the Pledgor shall be entitled to exercise all rights and powers relating to the Pledged Securities for all purposes not inconsistent with the terms of this Deed; and

3.4.2 the Pledgor shall be entitled to receive and retain all dividends and other distributions in respect of the Pledged Securities; and

3.4.3 the Pledgee shall not complete or otherwise attempt to enforce any undated letter of resignation of any of the directors [or officers] of the Borrower.

4 ANCILLARY PROVISIONS

4.1 Any purchaser from the Pledgee of all or any part of the Pledged Securities shall take those Pledged Securities free of any claim or right of any third party (including, without limitation, any right of redemption of the Pledgor which the Pledgor by its execution of this Deed expressly waives).

4.2 The Pledgor will do or permit to be done everything which the Pledgee may from time to time require to be done for the purpose of enforcing the Pledgee's rights under this Deed, and will allow its name to be used as and when required by the Pledgee for that purpose.

4.3 The Pledgor undertakes to reimburse the Pledgee on demand for all sums which the Pledgee may from time to time pay or become liable for in or about the protection, maintenance or enforcement of the rights created in favour of the Pledgee by this Deed or in or about the exercise by the Pledgee of any of the powers vested in it under or pursuant to this Deed, together in each case with interest at the Default Rate from the date when those sums were paid by the Pledgee until the date of actual receipt, before or after any relevant judgment, and to keep the Pledgee fully and effectually indemnified from and against all actions, losses, claims, proceedings, costs, demands and liabilities which the Pledgee may suffer or incur under or in connection with the Pledged Securities.

4.4 No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

4.5 The Pledgee may at any time and from time to time delegate to any person all or any of its rights, powers, discretions and remedies pursuant to this Deed on such terms as the Pledgee may consider appropriate (including the power to sub-delegate).

4.6 Neither the Pledgee nor any agent or employee of the Pledgee shall be liable for any losses which may be incurred in or about the exercise of any of the rights, powers, discretions or remedies of the Pledgee under or pursuant to this Deed.

5 RECEIVER

5.1 At any time after the occurrence and during the continuation of an Event of Default the Pledgee may (but shall not be obliged to) appoint any person to be receiver and/or manager of the Pledged Securities.

5.2 The appointment of a receiver and/or manager by the Pledgee may be made in writing under the hand of any authorised signatory of the Pledgee.

5.3 The Pledgee shall have the power to authorise any joint receiver and/or manager to exercise any or all of his powers independently of any other joint receiver and/or manager.

5.4 The Pledgee may at any time and from time to time remove any receiver and/or manager from office and appoint a replacement.

5.5 The Pledgee shall have the power from time to time to fix the remuneration of any receiver and/or manager on the basis of charging from time to time adopted by him or his firm and any receiver and/or manager shall not be limited to any maximum amount or rate specified by law.

5.6 Any receiver and/or manager appointed pursuant to this Clause shall be the agent of the Pledgor and the Pledgor shall be solely responsible for his acts and defaults and for the payment of his remuneration.

5.7 Without limitation, any receiver and/or manager shall have power on behalf of the Pledgor (and at the Pledgor's expense) to do or omit to do anything which the Pledgor could do or omit to do in relation to the Pledged Securities and may exercise all or any of the rights, powers, discretions and remedies conferred on the Pledgee by the Security Documents or at law.

5.8 No receiver and/or manager shall be liable as mortgagee in possession to account or be liable for any loss on realisation of, or any default of any nature in connection with, the Pledged Securities or the exercise of any of the rights, powers, discretions and remedies vested in the receiver and/or manager by virtue of the Security Documents or at law.

6 POWER OF ATTORNEY

6.1 The Pledgor by way of security irrevocably appoints the Pledgee and any receiver and/or manager appointed by the Pledgee severally to be its attorney (with unlimited power of substitution and delegation) with power (in the name of the Pledgor or otherwise) to do all acts that the Pledgor could do in relation to the Pledged Securities, including, without limitation, to give a good receipt for any purchase price.

6.2 The Pledgee agrees that it will not exercise any of its powers as attorney of the Pledgor unless an Event of Default shall have occurred, but the exercise of any such powers by the Pledgee shall not put any person dealing with the Pledgee on enquiry as to whether an Event of Default has occurred and any such person shall not be affected by notice that no Event of Default has in fact occurred.

6.3 The exercise by the Pledgee or by any receiver and/or manager of any of their powers as attorney of the Pledgor shall be conclusive evidence of their right to do so.

7 PARTIAL INVALIDITY

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

8 FURTHER ASSURANCE

The Pledgor agrees that from time to time on the written request of the Pledgee it will immediately execute and deliver to the Pledgee all further documents which the Pledgee may require for the purpose of obtaining the full benefits of this Deed.

9 WAIVER OF RIGHTS AS SURETY

9.1 The rights of the Pledgee under this Deed, the security constituted by this Deed and the warranties, covenants and obligations of the Pledgor contained in this Deed shall not in any way be discharged, impaired or otherwise affected by:-

9.1.1 any forbearance (whether as to payment or otherwise) or any time or other indulgence granted to any of the other Security Parties under or in connection with any of the Security Documents;

9.1.2 any amendment, variation, novation or replacement of any of the other Security Documents;

9.1.3 any failure of any of the Security Documents to be legal, valid, binding and enforceable in relation to any of the other Security Parties for any reason;

9.1.4 the winding-up or dissolution of any of the other Security Parties;

9.1.5 the release (whether in whole or in part) of, or the entering into of any compromise or composition with, any of the other Security Parties; or

9.1.6 any other act, omission, thing or circumstance which would or might, but for this provision, operate to discharge, impair or otherwise affect the same.

9.2 Until the Indebtedness has been unconditionally and irrevocably paid and discharged in full, the Pledgor shall not by virtue of any payment made under this Deed on account of the Indebtedness or by virtue of any enforcement by the Pledgee of its rights under, or the security constituted by, this Deed or by virtue of

any relationship between or transaction involving, the Pledgor and any of the other Security Parties:-

9.2.1 exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by the Pledgee or any other person; or

9.2.2 exercise any right of contribution from any of the other Security Parties under any of the Security Documents; or

9.2.3 exercise any right of set-off or counterclaim against any of the other Security Parties; or

9.2.4 receive, claim or have the benefit of any payment, distribution, security or indemnity from any of the other Security Parties; or

9.2.5 unless so directed by the Pledgee (when the Pledgor will prove in accordance with such directions), claim as a creditor of any of the other Security Parties in competition with the Pledgee

and the Pledgor shall hold in trust for the Pledgee and forthwith pay or transfer (as appropriate) to the Pledgee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

10 MISCELLANEOUS

10.1 In the event of there being any conflict between this Deed and the Loan Agreement, the Loan Agreement shall prevail.

10.2 All the covenants and agreements of the Pledgor in this Deed shall bind the Pledgor and its successors and permitted assignees and shall inure to the benefit of the Pledgee and its successors, transferees and assignees.

10.3 The representations and warranties on the part of the Pledgor contained in this Deed shall survive the execution of this Deed.

10.4 The rights of the Pledgee under this Deed shall not be affected by any change in the constitution of the Pledgor or by the liquidation, bankruptcy or insolvency of the Pledgor.

10.5 No variation or amendment of this Deed shall be valid unless in writing and signed on behalf of the Pledgor and the Pledgee.

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

11 DISCHARGE OF SECURITY

Following the expiry of the Loan Period the Pledgee will, at the cost of and on the request of the Pledgor, execute and deliver to the Pledgor a discharge of this Deed and redeliver the Pledge Documents to or to the order of the Pledgor.

12 NOTICES

The provisions of clause 15 of the first preferred mortgage over the Marshall Islands motor vessel "Free Destiny" to be granted by the Borrower in favour of the Pledgee (the "Mortgage") shall (mutatis mutandis) apply to this Deed as if it were set out in full with references to this Deed substituted for references to the Mortgage and with references to the Pledgor substituted for references to the Borrower.

13 COUNTERPARTS

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

14 LAW AND JURISDICTION

14.1 This Deed shall in all respects be governed by and interpreted in accordance with Swiss law.

14.2 For the exclusive benefit of the Pledgee, the Pledgor irrevocably agrees that the courts of Switzerland are to have jurisdiction to settle any disputes which may arise out of or in connection with this Deed and that any proceedings may be brought in those courts.

14.3 Nothing contained in this Clause shall limit the right of the Pledgee to commence any proceedings against the Pledgor in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Pledgor in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.

14.4 The Pledgor irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause and any claim that those proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.

14.5 Without prejudice to any other mode of service allowed under any relevant law, the Pledgor:

14.5.1 irrevocably appoints [ ] as its agent for service of process in relation to any proceedings before the Swiss courts; and

14.5.2 agrees that failure by a process agent to notify the Pledgor of the process will not invalidate the proceedings concerned.

IN WITNESS of which this Deed has been duly executed and delivered the day and

year first before written

SIGNED SEALED and DELIVERED             )
as a DEED                               )
by ADVENTURE HOLDINGS S.A.              )
acting by                               )
GEORGE D. GOURDOMICHALIS                )   /s/ George D. Gourdomichalis
its duly authorised attorney in fact    )   ----------------------------
                                        )
in the presence of:-                    )

SIGNED SEALED and DELIVERED             )
as a DEED                               )
by CORNER BANCA S.A.                    )   /s/ Gianfederico Guastala
acting by                               )   -----------------------------
                                        )   Gianfederico Guastala
its duly authorised                     )
                                        )
in the presence of:-                    )

APPENDIX A: LETTER OF RESIGNATION

To: The Secretary
Adventure Two S.A.
Trust Company Complex,
Ajeltake Road
Ajeltake Island
Majuro, Marshall Islands MH96960

and to whomsoever else it may concern

Date:

Dear Sirs

I, , hereby resign as Director/ of Adventure Two S.A. ("the Company") and confirm that I have no claim against the Company, whether for remuneration, loss of office or otherwise.

Yours faithfully

Director/

APPENDIX B: LETTER OF AUTHORITY

To: Corner Banca S.A.
Via Canova 16,
6900 Lugano

Date:

Dear Sirs

ADVENTURE TWO S.A. ("the Borrower")

I, the undersigned, refer to the pledge of shares in the Borrower dated 4th August 2004 made in your favour by Adventure Holdings S.A. (the "Shares Pledge") and confirm that you are hereby authorised to complete, by dating the same at any time after an Event of Default has occurred and you have demanded payment of all or any part of the indebtedness under a loan agreement dated 21st May 2004 with the Borrowers, the undated letter of resignation as Director/ of the Borrower executed by me and delivered to you pursuant to Clause 2.7 of the Shares Pledge.

For the purposes of this letter, all capitalised terms shall have the meanings ascribed to them in the Shares Pledge.

Yours faithfully,

NO. OF CERTIFICATE NO. OF SHARES
1 62.5

ADVENTURE TWO S.A.

Organized under the Laws of the Marshall Islands pursuant to the Marshall Islands Association Law of 1990 by Articles of Incorporation filed in the Office of the Registrar of of Companies in Majuro, Marshall Islands on 5th February 2004
CAPITAL AUTHORISED FIVE HUNDRED (500) REGISTERED SHARES WITHOUT PAR VALUE

This is to certify that the Bearer is entitled to

SIXTY TWO AND 1/2

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
2 62.5

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

SIXTY TWO AND 1/2

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
3 62.5

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

SIXTY TWO AND 1/2

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
4 62.5

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

SIXTY TWO AND 1/2

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
5 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
6 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
7 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
8 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
9 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

NO. OF CERTIFICATE NO. OF SHARES
10 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

No. of Certificate No. of Shares
11 31.25

ADVENTURE TWO S.A.

Organized under the Laws of the Marshall Islands pursuant to the Marshall Islands Association Law of 1990 by Articles of Incorporation filed in the Office of the Registrar of Companies in Majuro, Marshall Islands on 5th February 2004
CAPITAL AUTHORISED FIVE HUNDRED (500) REGISTERED SHARES WITHOUT PAR VALUE

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

No. of Certificate No. of Shares
12 31.25

ADVENTURE TWO S.A.

This is to certify that the Bearer is entitled to

THIRTY ONE AND 1/4

fully paid and non-assessable Shares of the Capital Stock of the above-named Corporation transferable by delivery of this certificate.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th day of February 2004.

/s/ Ion Varouxakis      /s/ Efstathios G. Gourdomichalis      /s/ Sotirios G. Varouxakis     /s/ George D. Gourdomichalis
--------------------------------------------------------      ------------------------------------------------------------
Secretary                                      Treasurer      Vice President                                     President

EXHIBIT 10.7

[HOLLANDSCHE BANK-UNIE N.V. LOGO]

CREDIT AGREEMENT

THE UNDERSIGNED:

1. Adventure Three S.A., established in Majuro, Marshall Islands, hereinafter referred to as 'the Borrower',

2. HOLLANDSCHE BANK-UNIE N.V., having its registered office in Amsterdam, the Netherlands, hereinafter referred to as 'HBU'.

HAVE AGREED AS FOLLOWS:

On the basis of the information supplied to HBU, the Borrower is granted a facility on the terms and conditions and at the rates and charges stated in this agreement and the appendix hereto. The facility is granted to finance the purchase of the M/V Free Envoy.

FACILITY AMOUNT USD 6,000,000

Overdraft facility

The credit may also be used for drawing short-term loans in USD. The terms and conditions governing these short-term loans will be incorporated in a separate short-Term loan agreement.

Reduction scheme

Except for earlier alteration, the limit of the overdraft facility will be reduced by USD 425,000 per three months and a last instalment of USD 900,000, beginning three months after drawing date.

RATES AND CHARGES

Overdraft facility

- Current USD debit interest rate, based on the market rate, will be 3.5%

- Short term loans: libor + 2%.

- Upfront fee USD 54,000

The upfront fee will be charged after this Credit Agreement has been signed.

SECURITY AND COVENANTS

- First preferred mortgage of USD 6,000,000 plus 40% for interest and costs, on the vessel m.v. "Free Envoy", registered under the flag of the Marshall Islands. Fuller details will be included in the mortgage deed. On this mortgage the laws of the Marshall Islands will be applicable.

As far as possible HBU's General Conditions applicable to Ship Mortgages are incorporated in the mortgage deed. The mortgage deed shall be accompanied by a law firm's legal opinion in form and substance acceptable to the Bank.

- Suretyship of USD 500,000, plus interest and costs, from Mr G.D. Gourdomichalis, residing in Piraeus, Greece and/or Mr S.D. Gourdomichalis, residing in Piraeus, Greece and/or Mr I.G. Varouxakis, residing in Piraeus, Greece.

[HOLLANDSCHE BANK-UNIE N.V. LOGO]

- Joint and several liability of One Adventure S.A.

- Pledge of rights and earnings under time charter contracts concluded or to be concluded.

- Pledge of rights under insurance policies.

- Pledge of bank balances of USD 600,000 either in the name of Mr. G.D.Gourdomichalis, Mr. S.D.Gourdomichalis and Mr. I.G. Varouxakis or one of their companies. The pledge will be reduced to USD 400,000 after the first repayment of the principal amount and will be reduced to USD 250,000 after the second repayment.

- Pursuant to Art. 18 of the HBU General Banking Conditions HBU has a right of pledge on all goods and documents of title which are in possession or will come into the possession of HBU or a third party on HBU's behalf from or for the benefit of the Borrower on any account whatsoever and on all present or future claims of the Borrower vis-a-vis HBU on any account whatsoever to secure any obligations of the Borrower to HBU on any account whatsoever. Insofar as such pledge has not been created yet, this agreement shall be considered as an instrument of pledge and, insofar as necessary, as notification of such pledge.

OTHER PROVISIONS

- Borrower will give HBU the time charter agreements for inspection. The contents thereof must be acceptable to HBU.

- At any moment at least 60% of the value of the ship must be covering the outstanding facility.

- The Borrower will submit once a year to HBU a surveyor's report of the vessel to be mortgaged to HBU. The contents must be acceptable to HBU.

- There will be no change of ownership with respect to the shares in the companies of the Borrower.

- The enclosed HBU General Credit Provisions dated January 1999 will apply. By signing this Credit Agreement the Borrower declares that he has received a copy of said General Credit Provisions and is fully aware of the contents thereof.

Signature:

Rotterdam, 24 June 2004

HOLLANDSCHE BANK - UNIE N.V.

/s/ Mr. Cees Verdel
--------------------------
Mr. Cees Verdel


/s/ Mr. Leo Bloemeuvel
--------------------------
Mr. Leo Bloemeuvel

[HOLLANDSCHE BANK-UNIE N.V. LOGO]

Majuro, 8 July 2004

/s/ Ion Varouxakis
---------------------
Adventure Three S.A.

The undersigned, One Adventure S.A., declares that he assumes joint and several liability towards HBU for all sums that the Borrower is now or will at any time hereafter become due to HBU under this credit arrangement.

Majuro, 8 July 2004

/s/ Ion Varouxakis
---------------------
One Adventure S.A.

EXHIBIT 10.8

MORTGAGE

ADVENTURE THREE S.A.
as mortgagor

in favour of

HOLLANDSCHE BANK-UNIE N.V.
as mortgagee

DATED the 29th day of September, 2004

- relating to -

m.v. "FREE ENVOY"

NAUTADUTILH N.V.
ROTTERDAM

TABLE OF CONTENTS

Clause                                  Heading                                  Page
------                                  -------                                  ----
1.          Interpretation .....................................................   2

2.          Representations and warranties .....................................   7

3.          Payment covenants ..................................................   8

4.          Charging Clause ....................................................   9

5.          Continuing security and other provisions ...........................   9

6.          Covenants ..........................................................  10

7.          Powers of Mortgagee to protect security and remedy defaults ........  21

8.          Events of Default ..................................................  22

9.          Enforceability and Mortgagee's powers ..............................  24

10.         Application of Moneys ..............................................  26

11.         Omissions or Delay .................................................  26

12.         Delegation of Powers ...............................................  27

13.         Indemnity ..........................................................  27

14.         Power of Attorney ..................................................  27

15.         Further Assurance ..................................................  28

16.         Discharge amount; maturity date; discharge mortgage ................  28

17.         Partial Invalidity .................................................  28

18.         Notices ............................................................  29

19.         Law and jurisdiction ...............................................  30

THIS FIRST PREFERRED MORTGAGE is made the 29th day of September, 2004

BY:

ADVENTURE THREE S.A., a company incorporated and existing under the laws of the Marshall Islands, having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Mortgagor")

IN FAVOUR OF:

HOLLANDSCHE BANK-UNIE N.V., a company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands, acting herein through its branch office at Coolsingel 104, 3011 AG Rotterdam, the Netherlands (the "Mortgagee");

WHEREAS:

(1) the Mortgagor is the absolute owner of the vessel described and defined in clause 1.1;

(2) by, and subject to and upon the terms and conditions of (i) a credit agreement signed by the Mortgagee on the 24th day of June 2004 and signed by the Mortgagor on the 8th day of July 2004 and in which One Adventure S.A. assumed joint and several liability towards the Mortgagee for all sums which Mortgagor will owe to the Mortgagee under the credit agreement from time to time and (ii) a short-term loan agreement dated the 8th day of July 2004 and made between the Mortgagor and the Mortgagee (as the same may be amended, supplemented or varied from time to time together with the therein referred to HBU General Credit Provisions dated January 1999 the "Financial Agreement", copies of which are annexed hereto as Exhibit A, B and C respectively), the Mortgagee agreed to make available to the Mortgagor by way of an overdraft facility the amount of USD 6,000,000.00 (six million United States Dollars) (the "Loan");

(3) it is a condition of the Financial Agreement that the Mortgagor shall execute to the Mortgagee a first preferred mortgage over the Vessel (as hereinafter defined) for securing the Outstanding Indebtedness (as hereinafter defined) in the form herein set out;

(4) the Mortgagor in order to secure the repayment of the Loan and the payment of interest thereon and all other sums of moneys from time to time owing to the Mortgagee under the Financial Agreement and the performance and observe of and compliance with all the covenants, terms and conditions contained in the Financial Agreement and this Mortgage, has duly authorized the execution and delivery of this Preferred Mortgage under and pursuant to Chapter 3 of the Maritime Act, 1990 of the Marshall Islands (as amended) which is executed by the Mortgagor in consideration of the Mortgagee making available the Loan.

NOW THIS MORTGAGE PROVIDES as follows:

1. Interpretation

1.1 In this Mortgage unless the context otherwise requires:

"Business Day" means a day on which the banks are open for business in Amsterdam, London and New York (whichever is applicable) for all kinds of business as contemplated herein and/or the Financial Agreement;

"DOC" means a document of compliance issued to an Operator in accordance with the ISM Code;

"Dollars" and "USD" means the lawful currency of the United States of America;

"Earnings" means all moneys whatsoever from time to time due or payable actually or contingently to the Mortgagor arising out of the use or operation of the Vessel including (but without prejudice to the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Mortgagor in the event of requisition of the Vessel 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 Vessel;

"Environmental Approvals" means all approvals, licences, permits, exemptions or authorisations required under applicable Environmental Laws;

"Environmental Claim" means:

(a) any claim by, or directive from, any applicable governmental, judicial or other regulatory authority alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident; or

(b) any claim by any other third party howsoever relating to or arising out of any Environmental Incident

and, in each such case, "claim" shall mean a claim for damages, clean-up costs, compliance, remedial action or otherwise;

"Environmental Incident" means:

(a) any release of Environmentally Sensitive Material from the Vessel;

(b) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and which involves collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, where the Vessel, the Mortgagor or the Manager are actually or allegedly at fault or otherwise liable (in whole or in part); or

(c) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and where the Vessel is actually potentially liable to be arrested as a result and/or where the Mortgagor or the Manager are actually or allegedly at fault or otherwise liable;

"Environmental Laws" means all laws, regulations, conventions and agreements whatsoever relating to pollution or protection of the environment (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the United States of America);

"Environmentally Sensitive Material" means oil, oil products, any other substance which is polluting, toxic or hazardous or any substance the release of which into the environment is regulated, prohibited or penalised by or pursuant to any Environmental Law;

"Event of Default" means any one of the events of default specified and referred to

in the Financial Agreement and/or clause 8;

"Financial Agreement" has the meaning given in recital (2) hereto;

"Insurances" means all policies and contracts of insurance (which expression includes without limitation all entries of the Vessel in a protection and indemnity or war risks association) which are from time to time in place or taken out or entered into by or for the benefit of the Mortgagor in respect of the Vessel and her Earnings or otherwise howsoever in connection with the Vessel and all the benefits thereof including all claims of whatsoever nature and return of premiums;

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741
(18) of the International Maritime Organisation and incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulation issued pursuant to it;

"Loan" has the meaning given in recital (2) hereto;

"Major Casualty Amount" means USD 100,000.00 (one hundred thousand United States Dollars) or the equivalent thereof in any other currency;

"Manager" means such manager of the Vessel as approved by the Mortgagee in
writing;

"Operator" means any entity who is at any time during the Security Period

concerned in the operation of the Vessel and falls within the definition of "Company" set out in the ISM Code;

"Outstanding Indebtedness" means (a) the aggregate of all sums of money actual or contingent, present or future due by the Security Parties as joint and several obligors to the Mortgagee under or in connection with the Security Documents or any of them and (b) all costs and expenses incurred in connection with the Security Documents, including any taxes payable by the Mortgagee (other than on net profit), as well as any reasonable costs and expenses incurred by the Mortgagee in connection with the Mortgagor's failure to comply with or fulfil any obligation under the Security Documents at the time and in the manner required,

including collection charges, disbursements, fees of legal consultants and other experts and costs of proceedings, irrespective against whom brought;

"Requisition Compensation" means all moneys or other compensation payable by reason of requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire;

"Security Documents" means the Financial Agreement, this Mortgage and any other such document as may be executed from time to time to secure and/or regulate the Outstanding Indebtedness;

"Security Interest" means a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment or other security interest or arrangement of any kind whatsoever;

"Security Parties" means the Mortgagor and One Adventure S.A., having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Security Period" means the period commencing on the date of this Mortgage and terminating on the date upon which all moneys payable or to become payable from time to time pursuant to the terms of the Financial Agreement, this Mortgage and/or any of the other Security Documents shall have been paid and discharged in full;

"SMC" means a safety management certificate issued in respect of the Vessel in accordance with the ISM Code;

"Total Loss" means:

(a) actual or constructive or compromised or arranged total loss of the Vessel;

(b) requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire;

(c) capture seizure arrest detention or confiscation of the Vessel by any government or entity or individual acting or purporting to act on behalf of any government unless the Vessel be released and restored to the Mortgagor from such capture seizure arrest detention or confiscation within thirty (30) days after the occurrence thereof;

"Vessel" means the Marshall Islands flag vessel "Free Envoy" with Official Number 2161, gross tonnage approximately 15,715, net tonnage approximately 9,106, built in 1984 by Kurushima yard, Ehime, Japan and includes her engines, machinery, boats, tackle, outfit, equipment, spare gear, fuel, consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned or hereafter required.

1.2 In clause 6.1:

"excess risks" means the proportion (if any) of claims for general average and salvage charges and under the Institute Collision Clause not recoverable in consequence of the value at which a vessel is assessed for the purpose of such claims exceeding her insured value;

"protection and indemnity risks" means the usual risks (including pollution and a Freight Demurrage and Defence cover) covered by a protection and indemnity association including the proportion (if any) not recoverable in case of collision under the Institute Collision Clause;

"war risks" includes the risks of mines and all risks excluded from the standard form of English marine policy by the Institute War Exclusion Clause.

1.3 This Mortgage shall be read together with the Financial Agreement, but in the case of conflict between the two instruments the provisions of the Financial Agreement shall prevail in as far as it does not contravene the laws of the Marshall Islands.

1.4 In this Mortgage:

(a) clause headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Mortgage;

(b) unless the context otherwise requires, words denoting the singular number

shall include the plural and vice versa;

(d) an "entity" shall be construed to include any firm, company, association, partnership (whether or not having separate legal personality), institution, government (local, national or supranational), state, agency or sub division thereof or international organisation;

(e) reference to any document including this Mortgage shall be construed as reference to such document as amended supplemented or varied from time to time;

(f) words and expressions defined in the Financial Agreement shall, unless it is stated otherwise herein, have the same meaning when used in this Mortgage; and

(g) the Mortgagee, the Mortgagor, the Security Parties and any other entity or individual shall include their respective successors in title, estates and, in the event of an assignment permitted under this Mortgage, assignees.

2. Representations and warranties

2.1 The Mortgagor hereby represents and warrants to the Mortgagee that:

(a) it is fully entitled to grant this Mortgage and further to agree the terms and conditions hereof;

(b) it is the sole, absolute, legal and beneficial owner of the Vessel;

(c) save for an existing time charter agreement between the Mortgagor and Express Sea Transport Corporation of Panama City, Republic of Panama dated the 14th day of April 2004, the Vessel is not subject to any charter which, if entered into after the date of this Mortgage, would have required the consent of the Mortgagee under clause 6.1 (k) and there is no existing agreement or arrangement whereby the Earnings may be shared with any other entity or individual;

(d) the Vessel is not subject to any charge and/or encumbrance (save as constituted by the Security Documents or otherwise permitted by the terms thereof); and

(e) the Operator has obtained and maintains a DOC (a true copy of which has been delivered to the Mortgagee) and has obtained and maintains a SMC (a true copy of which has been delivered to the Mortgagee) in respect of the Vessel, both are in full force and effect and nothing has happened which might cause either to be withdrawn.

2.2 The Mortgagor hereby further represents and warrants to the Mortgagee that:

(a) all applicable Environmental Laws and Environmental Approvals relating to the Vessel, its operation and management and the business of the Mortgagor (as now conducted and as reasonably anticipated to be conducted in the future) have been complied with;

(b) no Environmental Claim has been made or threatened against the Mortgagor, the Manager or otherwise in connection with the Vessel; and

3. Payment covenants

The Mortgagor hereby covenants duly to observe and perform all its obligations under the Financial Agreement in accordance with the terms and conditions thereof and in particular:

(a) to repay the Loan by the instalments and on the dates referred to and otherwise in the manner and upon the terms set out in the Financial Agreement;

(b) to pay interest on the Loan and on other moneys payable under the Financial Agreement at the rate or rates from time to time applicable thereto in the manner and upon the terms set out in the Financial Agreement;

(c) to pay all other moneys payable by the Mortgagor under or in connection with the Security Documents or any of them at the times and in the manner therein specified.

4. Charging Clause

4.1 In pursuance of the Financial Agreement and in consideration of the premises and by way of security for payment of the Outstanding Indebtedness and the performance of the obligations under the Financial Agreement, this Mortgage and the other Security Documents by the Mortgagor, the Mortgagor with full title guarantee hereby mortgages and charges and agrees to mortgage and charge to and in favour of the Mortgagee all its right, title and interest (present and future) to and in the Vessel TO HAVE AND HOLD the same unto and in favour of the Mortgagee forever upon the terms set forth in this Mortgage to secure the Outstanding Indebtedness and further to secure the performance and observance of and the compliance with the covenants, terms and conditions in the Financial Agreement, this Mortgage and the other Security Documents contained.

4.2 Notwithstanding anything to the contrary in this Mortgage it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof in this Mortgage shall be construed as waiving the preferred status of this Mortgage, then such provisions shall to such extent be void and of no effect.

4.3 The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Vessel and the Mortgagee shall not be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Mortgagor to perform its obligations in respect thereof.

5. Continuing security and other provisions

It is declared and agreed that:

(a) the security created by this Mortgage and the other Security Documents shall be held by the Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all obligations of the Mortgagor under the Security Documents or any of them, express or implied;

(b) the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness and shall be in addition to and shall not in any way prejudice or affect and may be enforced by the Mortgagee without prior recourse to the security created by any other of the Security Documents or by any other security now or hereafter held by the Mortgagee and shall not in any way be prejudiced or affected thereby or by the invalidity or unenforceability thereof or by the Mortgagee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any liable entity or individual;

(c) all the rights, remedies and powers vested in the Mortgagee under this Mortgage shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Mortgagee under any other of the Security Documents or at law (whether Marshall Islands or otherwise) and that all the powers so vested in the Mortgagee may be exercised from time to time and as often as the Mortgagee may deem expedient; and

(d) the Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action or to enforce any rights and benefits hereby assigned to the Mortgagee or to which the Mortgagee may at any time be entitled under this Mortgage.

6. Covenants

6.1 The Mortgagor further covenants with the Mortgagee throughout the Security Period:

(a) Insurance

(i) to insure and keep the Vessel insured at the expense of the Mortgagor against:

(A) fire and usual marine risks (including excess risks);

(B) war risks;

(D) where the Vessel shall, at any time enter waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the United States Oil Pollution Act of 1990), oil pollution liability risks in excess of the cover for oil pollution liability risks included within the cover for protection and indemnity risks;

and, at the option of the Mortgagee, either (i) to effect and keep effected, in the name and for the benefit of the Mortgagee, but at the expense of the Mortgagor or (ii) to reimburse the Mortgagee on demand for any and all costs incurred by it in effecting and maintaining such insurance in relation to the Vessel:

(E) a mortgagee's interest insurance; and

(F) where the Vessel shall, at any time enter waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the United States Oil Pollution Act of 1990) insurance against the possible consequences of pollution due to, without limitation, oil or any other substance involving the Vessel including, without limitation, the risk of expropriation or sequestration of the Vessel or the imposition of any Security Interest having priority over the Mortgage ("Mortgagee's Interest Insurance - Additional Perils (Pollution)");

(ii) to effect and keep effected the Insurances (if not effected by the Mortgagee) in such amounts and in such currency and upon such terms and through such brokers (hereinafter called the "approved brokers") and with such insurance companies, underwriters, war risks and protection and indemnity associations (hereinafter called the "approved associations") as shall from time to time be approved in writing by the Mortgagee PROVIDED HOWEVER

that the insurances against war risks and protection and indemnity risks may be effected by the entry of the Vessel with such war risks and protection and indemnity risks associations as shall from time to time be approved in writing by the Mortgagee and if so required by the Mortgagee (but without, as between the Mortgagor and the Mortgagee, liability on the part of the Mortgagee for premiums or calls) with the Mortgagee named as co-assured;

(iii) if any of the Insurances forms part of a fleet cover, to procure that the approved brokers and (as the case may be) the approved associations shall undertake to the Mortgagee that they shall neither set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel such insurance in respect of the Vessel for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Mortgagee;

(iv) at least fourteen (14) days before the relevant policies, contracts or entries expire, to notify the Mortgagee in writing of the names of the brokers and/or the war risks and protection and indemnity risks associations proposed to be employed by the Mortgagor for the purposes of the renewal of such insurances (subject to the Mortgagee's approval of such brokers and/or associations) and of the amounts in which such insurances are proposed to be renewed and the risks to be covered and, (subject to compliance with any requirements of the Mortgagee pursuant to this clause 6.1(a)), to renew (or procure the renewal of) such Insurances at least ten (10) days before the relevant policies, contracts or entries expire and to procure that such brokers and (as the case may be) such associations will at least seven (7) days before such expiry confirm such renewals in writing to the Mortgagee;

(v) punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts or other evidence if and when so required by the Mortgagee;

(vi) to arrange for the execution of such guarantees or indemnities as may from time to time be required by or in connection with any protection and indemnity or war risks association or required by or in connection with a usual marine risks policy (including excess risks and war risks);

(vii) to procure that the interest of the Mortgagee shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments of insurance issued or to be issued in connection with the Insurances by means of a loss payable and notice of cancellation clause and a notice of assignment (signed by the Mortgagor) in such forms as from time to time required by the Mortgagee;

(viii) to procure that all instruments of the Insurances shall be deposited with the approved brokers and that such brokers shall (if so required by the Mortgagee) furnish the Mortgagee with pro forma copies thereof and a letter or letters of undertaking in such form as may from time to time be required by the Mortgagee;

(ix) to procure that the protection and indemnity and/or war risks associations wherein the Vessel is entered shall (if so required by the Mortgagee) furnish the Mortgagee with a letter or letters of undertaking in such form as may from time to time be required by the Mortgagee;

(x) not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the instruments of the Insurances (including any warranties express or implied therein) without first obtaining the consent to such employment of the insurers and complying with such requirements as to extra premium or otherwise as the insurers may prescribe;

(xi) to reimburse to the Mortgagee on demand any costs or expenses incurred by the Mortgagee in obtaining (if and when so required by the Mortgagee) reports from an independent marine insurance broker appointed by the Mortgagee as to the adequacy of the

insurances effected or proposed to be effected pursuant to this clause 6 and procure that there is delivered to such broker any and all such information in relation to such insurances as such broker may require;

(xii) not to make, do, consent or agree to any act or omission which would or might render any instrument of insurance invalid, void, voidable or unenforceable or render any sum paid thereunder repayable in whole or in part;

(xiii) to do all things necessary and provide all documents, evidence and information to enable the Mortgagee to collect or recover any moneys which shall at any time become due in respect of the Insurances;

(xiv) to apply such sums receivable in respect of the Insurances other than in respect of a Total Loss and any major casualty (that is to say any casualty the claim in respect of which exceeds the Major Casualty Amount inclusive of any deductible) which shall be payable to the Mortgagee as are paid to the Mortgagor for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance moneys shall have been received;

(xv) to make all such quarterly or other voyage declaration as may from time to time be required by the protection and indemnity risks association to maintain cover for trading (including, without limitation, trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990))

PROVIDED ALWAYS THAT the Mortgagee shall be entitled to review the requirements of this clause 6.1 (a) from time to time in order to take account of significant changes in circumstances after the date of this Mortgage (such changes in circumstances include, without limitation, changes in the availability or the cost of insurance coverage). The Mortgagee may notify the Mortgagor in writing from time to time of any proposed modification to the requirements of this clause 6.1(a) which it deems appropriate in the circumstances, and such modification shall take

effect on and from the date it is notified in writing to the Mortgagor as an amendment to this clause 6.1(a) and shall bind the Mortgagor accordingly;

(b) Name and Registration

not to change the name of the Vessel and to keep the Vessel registered with full registration as a Marshall Island ship in the Republic of the Marshall Islands at the Port of Majuro in the name of the Mortgagor and not do or suffer to be done anything, or omit to do anything, the doing or omission of which could or might result in the Vessel being required to be registered otherwise than as a Marshall Islands ship in the Republic of Marshall Islands at the Port of Majuro and not to do or suffer to be done anything, or omit to do anything, the doing or omission of which could or might result in such registration being forfeited, terminated or imperilled and not to register the Vessel or permit its registration under any other name, flag or at any other port or with any other numbers without the prior written consent of the Mortgagee and to procure the renewal of such registration of the Vessel as a Marshall Islands ship with full registration at least one month before the same shall expire;

(i) to comply and to procure that the Operator will comply with, and ensure that the Vessel and the Operator at all times comply with, the requirements of the ISM Code;

(ii) immediately to inform and to procure that the Operator will inform the Mortgagee if there is any threatened or actual withdrawal of its or the Operator's DOC or the Vessel's SMC; and

(iii) promptly to inform and to procure that the Operator will promptly inform the Mortgagee upon the issue to the Mortgagor or the Operator of a DOC and to the Vessel of a SMC;

(d) Employment

not knowingly to employ the Vessel or suffer its employment in any trade or business which is forbidden by international law or is otherwise illegal

or in carrying illegal or prohibited goods or in any manner whatsoever which may render the Vessel or its cargo liable to condemnation in a Prize Court or to penalty, destruction, seizure or confiscation and in the event of any major political confrontation or hostilities (whether or not war shall have been formally declared) or during any civil war or insurrection, not to carry or permit to be carried on or in the Vessel any cargo that is or may be declared contraband of war or that may render the Vessel or its cargo liable to penalty, destruction, seizure, or confiscation unless special war risks policies previously approved by the Mortgagee shall have been effected prior to undertaking any such risk and to deliver the signed cover notes in respect thereof forthwith to the Mortgagee;

(e) Encumbrances, sale or other disposal

(i) not without the previous consent in writing of the Mortgagee to create or suffer the creation of any Security Interest on or in respect of the Vessel to or in favour of any entity or individual other than the Mortgagee;

(ii) not without the previous consent in writing of the Mortgagee (and then only subject to such terms as the Mortgagee may impose) to sell agree to sell transfer or abandon or otherwise dispose of the Vessel or any share or interest therein;

(f) Prevention of and release from arrest

to pay and discharge all debts and liabilities which may give rise to maritime statutory or possessory liens on the Vessel or to claims enforceable by actions in rem against the Vessel or similar process so as to keep her free from arrest or detention and in the event of arrest or detention of the Vessel being threatened or effected forthwith to notify the Mortgagee thereof and to take all steps and to make all payments necessary to obtain the release of the Vessel from such arrest or detention within thirty days from receiving notice thereof;

(g) Repair and Class

to maintain the Vessel in her present class, and (subject to clause 6.1(q)) to

keep her and her machinery, auxiliaries and all equipment at such times in thoroughly good and seaworthy condition and in such condition as to make her comply with all regulations and requirements of the laws and Government of the Republic of Liberia of any country where the Vessel may come and to renew and replace all parts and equipment as and when they may become worn out, damaged or lost by others of a similar nature and of at least equal value;

(h) Surveys

to submit the Vessel to such periodical or other surveys as may be required for classification purposes and if so required to supply to the Mortgagee copies of all survey reports issued in respect thereof;

(i) Inspections

to permit the Mortgagee to inspect the condition of the Vessel at all reasonable times and to give the Mortgagee sufficient notice whenever practicable of dry-dockings, surveys and major repairs so as to enable the Mortgagee's surveyors or other entity or individual appointed by it to attend thereat and if so required to supply to the Mortgagee copies of survey reports on the Vessel;

(j) Modification, Removal of Parts, Equipment owned by third parties

not without the prior written consent of the Mortgagee to:

(i) make any modification to the Vessel in consequence of which her structure, type or performance characteristics could or might materially be altered or her value materially reduced; or

(ii) remove any material part of the Vessel or any equipment the value of which is such that its removal from the Vessel would materially reduce the value of the Vessel without replacing the same with equivalent parts or equipment owned by the Mortgagor free from encumbrances; or

(iii) install on the Vessel any equipment owned by a third party

which

cannot be removed without causing damage to the structure or fabric of the Vessel and not to permit any of the foregoing by any third party;

(k) Chartering

not without the prior written consent of the Mortgagee, which shall not unreasonably be withheld, to:

(i) let the Vessel on demise charter for any period; or

(ii) let the Vessel on time or consecutive voyage charter or otherwise dispose of the Vessel, except for an existing time charter agreement between the Mortgagor and Express Sea Transport Corporation of Panama City, Republic of Panama dated the 14th day of April 2004 and a time or consecutive voyage charter agreement for a period which does not exceed or which by virtue of any optional extensions therein contained is not likely to exceed twelve (12) months'duration; or

(iii) charter the Vessel on terms whereby more than three (3) months' hire is payable in advance;

(l) Information

to supply to the Mortgagee on request full information regarding the Vessel, her employment, position and engagements, particulars of all towages and salvages and copies of all charters and other contracts concerning the Vessel;

(m) Notification of certain events

to notify the Mortgagee forthwith by letter or in case of urgency by telefax of any accident to the Vessel involving repairs the cost whereof is likely to exceed the Major Casualty Amount, of any occurrence whereby the Vessel has or is likely to become a Total Loss, of any actual or threatened arrest, detention, seizure, confiscation or requisition of the Vessel, of any requirement of insurers, classification society or any competent authority

which is not immediately carried out and of any petition or notice or meeting to consider any resolution to dissolve wind-up or liquidate the Mortgagor;

(n) Reimbursement

to pay to the Mortgagee on demand all moneys whatsoever which the Mortgagee shall or may expend be put to or become liable for in or about the protection maintenance or enforcement of the security created by this Mortgage and the other Security Documents or in or about the exercise by the Mortgagee of any of the powers vested in it hereunder or thereunder and to pay interest thereon at the default rate as per the Financial Agreement;

(o) Costs

to pay on demand to the Mortgagee (or as it may direct) the amount of all investigation and legal expenses of any kind whatsoever stamp duties (if any) registration fees and any other charges incurred by the Mortgagee in connection with the preparation completion registration and discharge of the Security Documents or otherwise in connection with the Outstanding Indebtedness and the security therefor and to pay interest thereon at the default rate as per the Financial Agreement;

(p) Manager

not without the previous consent in writing of the Mortgagee (and then only on and subject to such terms as the Mortgagee may impose) to appoint a manager of the Vessel other than the Manager;

(q) Repairers' liens

not without the previous consent in writing of the Mortgagee to put the Vessel into the possession of any entity or individual for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major Casualty Amount, unless such entity or individual shall first have given to the Mortgagee and in terms satisfactory to it a written undertaking not to exercise any lien on the Vessel or her Earnings for the

cost of such work or otherwise;

(r) Payment of outgoings and evidence of payment

promptly to pay all tolls dues and other outgoings whatsoever in respect of the Vessel and her Earnings and Insurances and to keep proper books of account in respect of the Vessel and her Earnings and as and when the Mortgagee may so require to make such books available for inspection on behalf of the Mortgagee and furnish satisfactory evidence that the wages allotments the premiums for social insurances and pension contributions of the master and crew are being regularly paid and that all deductions from crew's wages in respect of Marshall Islands tax liability are being properly accounted for and that the master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress;

(s) Notice on board Vessel

to carry a certified copy of this Mortgage with the Vessel's papers on board and exhibit it on demand to any person having business with the Vessel or to any representative of the Mortgagee and to place and keep prominently displayed in the chartroom and in the master's cabin of the Vessel a notice, printed in plain type of such size that the paragraph of reading matter shall cover a space not less than six inches wide by nine inches high, framed, reading as follows:

"NOTICE OF MORTGAGE

This Vessel is covered by a FIRST PREFERRED SHIP MORTGAGE to HOLLANDSCHE BANK-UNIE N.V. under the authority of the Maritime Act 1990 of the Republic of the Marshall Islands (as amended). Under the terms of said Mortgage, neither the Owner, any charterer nor the Master of the Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this vessel any lien whatsoever other than for crew's wages or salvage."; and

(t) Libel

if a libel be filed against the Vessel or the Vessel be otherwise attached, levied upon or taken into custody by virtue of any legal proceedings in any Court, to promptly notify the Mortgagee thereof by telex or fax confirmed by a letter at its office as herein referred to and within thirty (30) days cause the Vessel to be released and all liens thereon to be discharged except for this Mortgage and promptly notify the Mortgagee within 48 (forty-eight) hours after is has become known to the Mortgagor of any average or salvage incurred by the Vessel.

6.2 The Mortgagor hereby further covenants with the Mortgagee that throughout the Security Period it will:

(a) comply, or procure compliance with, all Environmental Laws and Environmental Approvals relating to the Vessel, its operation or management and the business of the Mortgagor from time to time;

(b) notify the Mortgagee forthwith upon:

(i) any Environmental Claim being made against the Mortgagor, the Manager or otherwise in connection with the Vessel; and

(ii) any Environmental Incident occurring; and

(c) keep the Mortgagee advised, in writing on such regular basis and in such detail as the Mortgagee shall require, of the Mortgagor's response to such Environmental Claim or Environmental Incident.

7. Powers of Mortgagee to protect security and remedy defaults

7.1 The Mortgagee shall without prejudice to its other rights and powers under this Mortgage and the other Security Documents be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage (including, without limitation, such action as is referred to in clause 7.2) and each and every expense, liability, or loss (including, without limitation, legal fees) so incurred by the Mortgagee in or about the protection or

maintenance of the said security together with default interest as per the Financial Agreement payable thereon shall be repayable to it by the Mortgagor on demand.

7.2 Without prejudice to the generality of clause 7.1:

(a) if the Mortgagor does not comply with the provisions of clause 6.1(a) the Mortgagee shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances in such manner as in its discretion it may think fit and to require that all policies, contracts and other records relating to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Mortgagee may nominate and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Mortgagor) all such proceedings in connection therewith as the Mortgagee in its absolute discretion may think fit and to permit the brokers through whom the collection or recovery is effected to charge the usual brokerage therefor; and

(b) if the Mortgagor does not comply with the provisions of clauses 6.1(g), 6.1(h) and 6.1(i) or any of them the Mortgagee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or surveys of the Vessel as it deems expedient or necessary; and

(c) if the Mortgagor does not comply with the provisions of clauses 6.1(f) and 6.1(r) or any of them the Mortgagee shall be entitled (but not bound) to pay and discharge all such debts, damages and liabilities and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or to take any such measures as it deems expedient or necessary for the purpose of securing the release of the Vessel.

8. Events of Default

Upon the happening of any of the following events the Outstanding Indebtedness shall immediately become due and payable to the Mortgagee without notice and

without the necessity of any Court declaration to the effect that an Event of Default has taken place:

(a) any of the Security Parties fails to pay any sum of money payable under any of the Security Documents on the date stipulated for payment of such sum; or

(b) any of the Security Parties does not observe or perform or fails in the punctual performance or observance of any undertaking covenant obligation or other provision contained in any of the Security Documents; or

(c) a petition is filed or an order is made or an effective resolution is passed for the dissolution or winding up of any of the Security Parties or a receiver, administrative receiver, administrator or a similar officer is appointed of the undertaking or property of any of the Security Parties or any of the Security Parties suspends payment or ceases to carry on its business or make special arrangements for composition with its creditors or anything analogous to any of the foregoing events occurs under the law of any applicable jurisdiction; or

(d) anything is done or suffered, or omitted to be done or occurs, which in the reasonable opinion of the Mortgagee imperils the security created by the Security Documents; or

(e) the Vessel becomes a Total Loss; or

(f) it becomes impossible or unlawful of the any of the Security Parties to fulfil any of the covenants and obligations on its part to be fulfilled as contained in the Security Documents or for the Mortgagee to exercise the rights or any of them vested in it under the Security Documents; or

(g) anything is done or suffered or omitted to be done by of the any of the Security Parties which in the reasonable opinion of the Mortgage may imperil or materially decrease the value of the security created by the Security Documents or any of them; or

(h) there is in the opinion of the Mortgagee any material adverse change in the financial situation of any of the Security Parties or otherwise affecting its affairs; or

(i) if the Outstanding Indebtedness becomes immediately due and payable to the Mortgagee in accordance with the provisions of the Financial Agreement or any of the other Security Documents.

9. Enforceability and Mortgagee's powers

Upon the happening of any Event of Default the Mortgagee shall become forthwith entitled to enforce the security created by this Mortgage without prior notice and in any manner available to it and in such sequence as the Mortgagee may in its absolute discretion prefer and when it may see fit to put into force and to exercise all or any of the rights powers and remedies conferred upon mortgagees by law and/or possessed by it as mortgagee and chargee of the Vessel by virtue of this Mortgage and in particular (without limiting the generality of the foregoing):

(a) to take possession of the Vessel;

(b) to require that all policies contracts, certificates of entry and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Mortgagee may nominate;

(c) to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them or in respect of the Earnings or any Requisition Compensation and to take over or institute (if necessary using the name of the Mortgagor) all such proceedings in connection therewith as the Mortgagee in its absolute discretion thinks fit and to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor;

(d) to discharge compound release or compromise claims against the Mortgagor in respect of the Vessel which have given or may give rise to any charge or lien on the Vessel or which are or may be enforceable by proceedings against the Vessel;

(e) to terminate any charterparty in respect of the Vessel without being responsible for any loss thereby occurred;

(f) to sell the Vessel or any share therein with or without prior notice to the Mortgagor and with or without the benefit of any charterparty or other contract for her employment by public auction or private contract at such place and upon such terms as the Mortgagee in its absolute discretion may determine with power to postpone any such sale and without being answerable for any loss occasioned by such sale or resulting from postponement thereof;

(g) to manage, insure, maintain and repair the Vessel and to employ or lay up the Vessel in such manner and for such period as the Mortgagee in its absolute discretion deems expedient and for the purposes aforesaid the Mortgagee shall be entitled to do all acts and things incidental or conducive thereto and in particular to enter into such arrangement respecting the Vessel her insurance management maintenance repair classification and employment in all respects as if the Mortgagee was the owner of the Vessel and without being responsible for any loss thereby incurred;

(h) to recover from the Mortgagor on demand any such losses as may be incurred by the Mortgagee in or about the exercise of the power vested in the Mortgagee under sub-clause (g) of this clause with interest thereon at the default rate as per the Financial Agreement from the date when such losses were incurred by the Mortgagee until the date of payment whether before or after any relevant judgment;

(i) to recover from the Mortgagor on demand all expenses payments and disbursements incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers aforesaid together with interest thereon at the default rate as per the Financial Agreement from the date when such expenses payments or disbursements were incurred by the Mortgagee until the date of payment whether before or after any relevant judgment

PROVIDED ALWAYS that (i) the Mortgagee shall not be liable as mortgagee in possession in respect of the Vessel to account or be liable for any loss

upon

realisation or for any neglect or default of any nature whatsoever in connection therewith for which a mortgagee in possession may be liable as such and (ii) upon any sale of the Vessel or any share therein by the Mortgagee pursuant to sub-clause (f) of this clause the purchaser shall not be bound to see or enquire whether the Mortgagee's power of sale has arisen in the manner herein provided and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

10. Application of Moneys

Upon the happening of any Event of Default the Mortgagee shall become forthwith entitled as and when it may see fit to apply any amounts received by it from the Mortgagor and the Mortgagee shall similarly be entitled to apply any amounts received by it in respect of:

(a) sale of the Vessel or any share therein;

(b) recovery under the Insurances;

(d) any Requisition Compensation,

in the manner as specified in the Financial Agreement.

11. Omissions or Delay

No delay, indulgence or omission of the Mortgagee to exercise any right power or remedy vested in it under the Security Documents or any of them shall in any way prejudice or impair such right power or remedy or be construed as a waiver of or as acquiescence in any default by the Mortgagor and in event of the Mortgagee at any time agreeing to waive any such right power or remedy such waiver shall be revocable by the Mortgagee at any time and the right power or remedy shall thereafter be again exercisable as though there had been no such waiver.

12.   Delegation of Powers

      The Mortgagee shall be entitled at any time and as often as may be
      expedient to delegate all or any of the powers and discretions vested in
      it by the Security Documents or any of them (including the powers vested
      in it by virtue of clause 7.2(a) and clause 14) in such manner upon such
      terms and to such entities or individuals as the Mortgagee in its absolute
      discretion may think fit.

13.   Indemnity

13.1  The Mortgagor hereby agrees and covenants to indemnify the Mortgagee
      against all losses actions claims expenses demands obligations and
      liabilities whatsoever and whensoever arising which the Mortgagee may
      incur in respect of, in relation to or in connection with the Vessel or
      otherwise, howsoever, in relation to or in connection with any of the
      matters dealt with in the Security Documents or any of them.

13.2  The Mortgagor hereby agrees and undertakes to indemnify the Mortgagee on
      demand against all losses, actions, claims, expenses, demands, obligations
      and liabilities sustained or incurred as result of or in connection with
      any Environmental Claim being made against the Mortgagee or otherwise
      howsoever arising out of any Environmental Incident.

14.   Power of Attorney

14.1  The Mortgagor, by way of security and in order more fully to secure the
      performance of the Mortgagor's obligations under this Mortgage, hereby
      irrevocably appoints the Mortgagee as its attorney during the Security
      Period for the purposes of:

      (a)   doing in its name all acts and executing, signing and (if required)
            registering in its name all documents which the Mortgagor itself
            could do, execute, sign or register in relation to the Vessel
            (including without limitation, transferring title to the Vessel to a
            third party and deleting the Vessel from the Marshall Islands Ships
            Registry); provided, however, that such power shall not be
            exercisable by or on behalf of the Mortgagee until this Mortgage
            shall have become immediately enforceable pursuant to clause 9; and

(b) executing, signing, perfecting, doing and (if required) registering

            every such further assurance document, act or thing as is referred
            to in clause 15.

14.2  The exercise of such power as is referred to in clause 14.1(a) by or on
      behalf of the Mortgagee shall not put any entity or individual dealing
      with the Mortgagee upon any enquiry as to whether this Mortgage has become
      enforceable nor shall such entity or individual be in any way affected by
      notice that this Mortgage has not become enforceable and, in relation to
      both clauses 14.1(a) and 14.1(b), the exercise by the Mortgagee of such
      power shall be conclusive evidence of its right to exercise the same.

15.   Further Assurance

      The Mortgagor hereby further covenants at its own expense from time to
      time to execute, sign, perfect, do and (if required) register any such
      further assurance, document, act or thing as in the opinion of the
      Mortgagee may be necessary or desirable for the purpose of more
      effectually mortgaging and charging the Vessel or perfecting the security
      constituted or intended to be constituted by the Security Documents.

16.   Discharge amount; maturity date; discharge mortgage

16.1  For the purpose of recording this Mortgage as required by Chapter 3 of the
      Maritime Act, 1990 of the Marshall Islands (as amended), the total amount
      of this Mortgage is USD 6,000,000.00 (six million United States Dollars)
      together with interest thereon, fees, commissions and performance of
      mortgage covenants, and the date of maturity is the 31st day of December
      2010, and the discharge amount is the same as the total amount.

16.2  Upon payment and discharge in full to the satisfaction of the Mortgagee of
      the Outstanding Indebtedness, the Mortgagee shall, at the request and cost
      of the Mortgagor, discharge this Mortgage.

17.   Partial Invalidity

      If at any time any one or more of the provisions in this Mortgage is or
      becomes invalid, illegal or unenforceable in any respect under any law or
      regulation, the

                                       29

      validity, legality and enforceability of the remaining provisions of this
      Mortgage shall not be in any way affected or impaired thereby.

18.   Notices

18.1  Any notice or other communication under this Mortgage shall be in writing
      but may be given or made by telex or facsimile to:

      the Mortgagor

      -  ADVENTURE THREE S.A.
      -  c/o Free Bulkers S.A.
      -  Akti Miaouli 93
      -  Piraeus 185 382
      -  Greece
      -  telephone: +30 210 4528770
      -  fax: +30 210 4291100

      the Mortgagee:

      -  HOLLANDSCHE BANK-UNIE N.V.
      -  Coolsingel 104
      -  3011 AG Rotterdam
      -  the Netherlands
      or
      -  P.O. Box 249
      -  3000 AE Rotterdam
      -  the Netherlands
      -  telephone: +31 10 2820282
      -  fax: +31 10 2820399.

18.2  Any such notice or other communication shall be deemed to have been duly
      given or made as follows:

      (a)   if sent by personal delivery, upon delivery at the address of the
            relevant party;

      (b)   if sent by registered post three (3) Business Days after the date of
            posting;

      (c)   if sent by telex, when dispatched but only if the recipient's
            answerback

                                       30

            appears correctly at the start and end of the sender's telex; and

      (d)   if sent by facsimile, when dispatched.

      Any communication by telex or facsimile sent by the Mortgagor to the
      Mortgagee shall be confirmed by letter if so required by the Mortgagee.

19.   Law and jurisdiction

19.1  This Mortgage shall be governed by and construed in accordance with the
      laws of the Marshall Islands.

19.2  Subject to clause 19.3, the courts of Rotterdam, the Netherlands shall
      have exclusive jurisdiction in relation to all matters which may arise out
      of or connection with this Mortgage with the exclusion of any other court
      of law.

19.3  For the exclusive benefit of the Mortgagee the Mortgagor agrees that the
      Mortgagee reserves the right to commence proceedings in relation to any
      matter which arises out of or in connection with this Mortgage in the
      courts of any place in the Netherlands other than Rotterdam or any country
      other than the Netherlands and which have jurisdiction to that matter.

19.4  In this clause 19 "proceedings" means proceedings of any kind, including
      an application for a provisional or protective measure.

                                       31

19.5  The Mortgagor hereby agrees that any writ, judgment or other notice of
      process shall be sufficiently and effectively served on it, if served on
      it at the address specified in clause 18.1.

IN WITNESS whereof the Mortgagor has caused this Mortgage to be duly executed the day and year first written.

SIGNED ) Kassandra L. Slangan

by /s/ Kassandra L. Slangan )                  Attorney-IN-Fact
as attorney-in-fact for     )
ADVENTURE THREE S.A.        )
in the presence of:         )
________________________    )

ACKNOWLEDGEMENT

CITY OF NEW YORK     )
                   :SS
COUNTY OF NEW YORK   )

On this 21st day of September 2004, before me personally appeared, Kassandra L. Slangar to me known, who being by me duly sworn deposes and says that he resides at One [????] Park Plaza, New York, New York; 10004 that he is the Attorney-in-Fact of Adventure Three S.A., the corporation described in and which executed the foregoing instrument and that he signed his name thereto pursuant to authority from the Board of Directors of said corporation.

/s/ [ILLEGIBLE]
-------------------
SPECIAL AGENT

[SEAL]

[HBU LOGO] HBU GENERAL CREDIT PROVISION

consisting of:

I. General Provisions

II. General Provisions governing Overdraft and Contingent Liability Facilities

III. General Provisions governing Loans

(January 1999)

Hollandschs Bank-Unis N.V.
Established in Amsterdam. Register
of Commerce no. 33259495.

1 DEFINITIONS

In these HBU General Credit Provisions the following expressions shall have the following meanings:

a "Borrower" shall mean the legal or natural person or persons, both together and individually, to whom the Credit has been or will be made available;

b "HBU" shall mean Hollandsche Bank-Unie N.V.;

c "Credit Agreement" shall mean the agreement concluded between the Borrower and HBU in which these HBU General Credit Provisions have been stated to apply;

d "Credit" shall mean overdraft facilities and/or contingent liability facilities and/or loans granted to the Borrower under the Credit Agreement.

2 AVAILABILITY

The"Credit will not be made available to the Borrower until all security interests, covenants, documents and information stated in the Credit Agreement have been provided and the other terms and conditions stipulated in the Credit Agreement regarding availability of the Credit have also been complied with.

3 SECURITY AND COVENANTS

3.1 AGREEMENTS AND PRIORITY

Any security and covenants provided shall serve to secure all present and future indebtedness of the Borrower to HBU on any account whatsoever, and shall be documented using agreements to be determined by HBU or in the Credit Agreement. Any costs involved shall be for the Borrower's account. Unless otherwise stated, security interests in favour of HBU shall rank prior to any other charges.

3.2 MORTGAGE

If a mortgage is given, in addition to the provisions contained in the mortgage deed, the General Terms and Conditions for Mortgages (Algemene Bepalingen voor Hypotheekstelling) shall also apply. A mortgage interest in respect of various registered properties shall be created by means of separate mortgages in respect of each property individually, in each case for the full principal plus interest and costs.

3.3 DISCLOSURE

The Borrower agrees that if third parties have provided security or covenants, HBU may provide such third parties with information about his financial position and any facts relating to the Credit which may be of importance to such third parties.

4 PLURALITY OF BORROWERS/JOINT AND SEVERAL LIABILITY

If the Borrower consists of various legal or natural persons, each of them shall irrevocably be jointly and severally liable to HBU for all present or future indebtedness of any or all of them to HBU on account of the Credit or on any other account whatsoever, whether as part of ordinary banking business or Otherwise. Unless otherwise stated, notices and communications to the Borrower first named in the Credit Agreement shall be deemed to have been given or made to all jointly and severally liable persons. This provision shall not apply if the Borrower is jointly and severally liable to HBU under a separate agreement concluded to that effect.

5 NEGATIVE PLEDGE

As long as the Borrower owes HBU any sum on any account whatsoever, or may in any manner become indebted to HBU as a result of present or future obligations, the Borrower shall not except where such transfer forms part of his ordinary business -, or charge, or promise to charge, all or any of his assets in favour of a third party unless he has obtained the prior express consent of HBU.

6 INSURANCE

The Borrower shall at all times provide for sufficient and adequate insurance against general business risks as well as the specific risks pertaining to his line of business.

7 RESTRUCTURING CLAUSE (COMPANIES ONLY)

The Borrower shall notify HBU without delay of any changes in the structure of his company and any subsidiaries and group companies, including changes in the person or persons of any shareholders of the Borrower and any subsidiaries and group companies.

8 COSTS AND EXPENSES

All costs and expenses incurred in connection with the Credit Agreement, including any taxes payable by HBU (other than on net profit), as well as any reasonable costs and expenses incurred by HBU in connection with the Borrower's failure to comply with or fulfil any obligation under the Credit Agreement at the time and in the manner required, including collection charges, fees of legal consultants and other experts and costs of proceedings, irrespective against whom brought, shall be for the account of the Borrower and be paid by the Borrower on HBU's first demand.

9 INFORMATION

9.1 ANNUAL ACCOUNTS

The Borrower shall send HBU two copies of his balance sheet, profit and loss account and notes thereto for the past financial year immediately after completion but in any event not later than six months after the end of his financial year.

9.2 DETAILS

The Borrower shall provide HBU, both on its first demand and unsolicited, with any details of his financial position and business developments which may have a material effect on his financial position.

10 GENERAL CONDITIONS

All relations between the Borrower and HBU shall be governed by the General Conditions (Algemene Voorwaarden) of HBU. By signing the Credit Agreement the Borrower declares that he has received a copy of said General Conditions.

II GENERAL PROVISIONS GOVERNING OVERDRAFT AND CONTINGENT LIABILITY FACILITIES

1 USE

1.1 OVERDRAFT FACILITY

An overdraft facility may be used to borrow money on current account, and if agreed explicitly, to enter into contingent liabilities with a maximum term of one year, such as those arising from the issuance of guarantees, the issuance of letters of credit, the discounting of bills and any other purposes stated in the Credit Agreement.

1.2 CONTINGENT LIABILITY FACILITY

A contingent liability facility may be used for the purpose stated in the Credit Agreement.

2 EXPOSURE/UNUSED PART OF FACILITY

2.1 OVERDRAFT FACILITY

The limit of an overdraft facility shall always be reduced by the obligations of the Borrower to HBU on account of:

- the current account debit balance (including accrued interest and fees);

- contingent liabilities such as those arising out of obligations HBU has undertaken against third parties for the account and at the risk of the Borrower, unless such obligations can be charged to a contingent liability facility granted to the Borrower.

If the Borrower maintains various current accounts, the current account debit balance shall be the net amount of the combined debit and credit balances (including accrued interest and fees) of such current accounts. The unused part of the overdraft facility remaining after deduction of the above exposures shall be available to the Borrower.

2.2 CONTINGENT LIABILITY FACILITY

The limit of a contingent liability facility shall always be reduced by the obligations of the Borrower to HBU arising out of the use of such facility in conformity with the purpose stated in the Credit Agreement insofar as such obligations are not yet due and payable. The unused part of the contingent liability facility remaining after deduction of such exposure shall be available to the Borrower.

3 INTEREST AND FEES

3.1 CALCULATION BASIS OF DEBIT INTEREST

In calculating interest on debit balances in EMU currencies (which shall be understood to include the euro) up to the agreed limit of the overdraft facility, HBU shall apply the HBU Euro Base Rate. Until further notice the HBU Euro Base Rate shall be the leading repo rate (the rate of the Main Refinancing Operation) as determined from time to time by the European Central Bank (ECB), plus a debit interest surcharge, subject to the minimum base rate stated in the Credit Agreement. The HBU Euro Base Rate shall be increased by an individual margin stated in the Credit Agreement. As soon as the ECB changes the rate of the Main Refinancing Operation, or HBU changes the debit interest surcharge or alters the composition or method of calculation of the HBU Euro Base Rate, the debit interest rate shall be adjusted accordingly. In fixing the HBU Euro Base Rate, the rate of the Main Refinancing Operation will be rounded to the nearest 0.10%. Rates ending with exactly 0.05% will be rounded up. HBU shall announce changes in the debit interest surcharge as well as any alterations in the composition or method of calculation of the HBU Euro Base Rate in at least three national daily newspapers with a large circulation in the Netherlands. Interest on debit balances in non-EMU currencies shall be payable at a rate to be determined by HBU.

3.2 INTEREST ON OVERDRAFTS EXCEEDING THE AGREED LIMIT

Without prejudice to the provisions in 2.1 above, compensation to be determined by HBU shall be payable in respect of the amount by which the debit balance of the Borrower exceeds the limit of the overdraft facility.

3.3 PAYMENT OF DEBIT INTEREST AND FEES

Debit interest and fees payable by the Borrower shall be charged to his current account as follows:

- debit interest once every quarter;

- fees at the times to be specified by HBU.

If the Borrower maintains various current accounts with HBU, HBU shall have the right to charge debit interest and fees to one of these accounts.

4 CANCELLATION

Both the Borrower and HBU may cancel an overdraft facility and contingent liability facility at any time.

III GENERAL PROVISIONS GOVERNING LOANS

1 AVAILABILITY

The following shall apply in addition to the provisions in 2 of the General Provisions:

1. HBU shall not be obliged to make the loan amount available if any of the events mentioned in 5 below occurs;

2. if the amount of the loan shall not or not fully have been drawn by the agreed ultimate drawing date, HBU shall in its discretion be entitled without any further instructions from the Borrower to make the undrawn part of the loan available to the Borrower as of that date.

2 CALCULATION OF INTEREST

Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any month.

3 REFIXING OF INTEREST

3.1 If a fixed interest rate has been agreed, HBU shall not later than two weeks prior to an agreed interest refixing date notify the Borrower in writing of the proposed - fixed or floating - interest rate for the subsequent fixed rate period, without prejudice to the provisions contained in 3.3 below. Agreement shall be reached not later than one week prior to the interest refixing date. If the Borrower shall fail to respond to said notice from HBU not later than one week prior to the interest refixing date, the Borrower shall be deemed to have opted for the interest rate applicable to the shortest fixed rate period stated in said notice. If HBU shall fail to give said notice within the stated period, it shall nevertheless be at liberty to do so at a later date. HBU shall then offer the Borrower either the interest rate which it would have quoted on the basis of its prevailing interest rates had such notice been given in time or, if this should be lower, the interest rate it is able to quote on the basis of its interest rates prevailing at the time of such later notice. Agreement on the interest rate shall be reached within two weeks after the Borrower has received such notice from HBU.

3.2 If a floating interest rate has been agreed, the interest rate accepted by the Borrower during the first two months of a calendar quarter shall apply until the first day of the subsequent calendar quarter, and the interest rate accepted by the Borrower during the third month of a calendar quarter shall apply until the first day of the second following calendar quarter. Thereafter this interest rate, or the interest rate subsequently refixed in accordance with the provisions below, shall always apply for a period of three months. During the remainder of the term of the loan, HBU shall refix the interest rate whenever, in its opinion, having regard to money and capital market developments, the interest rate as at the fifteenth calendar day in the third month of any calendar quarter - or if HBU is not open for business on that day, the interest rate on the preceding business day - differs 0.10% or more from the interest rate then applicable pursuant to the Credit Agreement. The interest rate so refixed shall become effective from the first day of the subsequent calendar quarter. HBU shall notify such refixing to the Borrower in writing at least eleven days prior to the first day of the calendar quarter. If the Borrower does not agree to the refixed interest rate, the Borrower shall inform HBU not later than one week prior to the interest refixing date. If the Borrower shall fail to respond to the written notice from HBU not later than one week prior to the interest refixing date, the Borrower shall be deemed to have agreed to the interest rate quoted. If the Borrower shall so request not later than two weeks prior to the first day of the subsequent calendar quarter or on an interest refixing, HBU shall as from the first day of the subsequent calendar quarter convert such floating rate loan into a fixed rate loan at HBU's interest rate then prevailing.

3.3 If a loan is not denominated in an EMU currency (which shall be understood to include the euro), the Borrower shall contact HBU by telephone before 10.00
a.m. (Amsterdam time) two business days prior to the agreed interest refixing date. Business day shall mean a day on which banking institutions in the Netherlands and the country where the currency in which the loan is denominated is the national unit, are open for business. During, or immediately after such telephone call, HBU shall quote the interest rate for the subsequent fixed rate period. If HBU and the Borrower then reach agreement, HBU shall confirm the interest rate to the Borrower in writing. If the Borrower shall fail to contact HBU before the time indicated above, HBU shall have the right to refix the interest rate on the basis of a one-year fixed rate period.

3.4 If HBU and the Borrower shall fail, or shall be deemed to have failed, to reach agreement on the interest rate for and the length of the subsequent fixed rate period, the Borrower shall be obliged on such interest refixing date to pay all sums due and owing to HBU under the Credit Agreement. The Borrower shall not be liable to pay compensation for losses sustained and income lost in respect of such early repayment.

3.5 Upon the expiration of a period of not less than three months from the date of the Credit Agreement, HBU shall notwithstanding the above provisions be entitled at its discretion to refix the agreed interest rate if:

a. the cost to HBU of funding or continuing to fund the loan is above the level at the time when the Credit Agreement was entered into, and

b. such increase is the consequence of credit restrictions, changes in capital adequacy requirements or other rules and regulations (including guidelines the observance of which is requested) of the Netherlands central bank or of Dutch, foreign or international monetary authorities.

4 EARLY REPAYMENT

4.1 If a loan is denominated in an EMU currency (which shall be understood to include the euro), the Borrower shall be entitled to make early repayments without compensation for losses sustained and income lost provided all the following conditions are complied with:

a. the Borrower has given HBU at least one month's prior notice by registered letter, indicating the amount and date of the intended early repayment;

b. the early repayment shall coincide with a contractual repayment date or an agreed interest payment date;

c. the prepaid amount shall be at least EUR 500 (or its equivalent in any other EMU currency, where applicable), subject to a maximum in any one calendar year of 5% of the original principal amount of the loan;

d. the Borrower shall prove to HBU's satisfaction that he is making such early repayment out of his own resources. In all other cases the Borrower shall be due compensation as determined in accordance with the provisions in 4.2 below.

4.2 If the Borrower wishes to make an early repayment in a manner other or an amount higher than indicated in 4.1, he shall be liable to pay HBU compensation for losses sustained and income lost together with such early repayment. In the

case of a floating interest rate being applicable, this compensation shall be 1% of the amount prepaid in a manner other than agreed or in excess of the maximum agreed. In the case of a fixed interest rate being applicable, this compensation shall be the difference between:

a. the aggregate of the present values of the interest payments which pursuant to the Credit Agreement HBU would have received in respect of the amount prepaid in a manner other than agreed or in excess of the maximum agreed in. respect of the period from the date of prepayment until the final repayment date or the next interest refixing date (whichever shall be the earlier) had such prepayment not been made, and

b. the aggregate of the present values of the interest payments which HBU could receive on interbank loans where the principal amount is comparable to the amount prepaid in a manner other than agreed or in excess of the maximum agreed and of which the term is comparable to the period referred to in

4.2 a. hereof,but in any event not less than 1% of the amount prepaid in a manner other than agreed or in excess of the maximum agreed. The present value of the interest payments shall be calculated at the interbank rate applicable on the date of the prepayment. HBU shall give sufficient notice of the amount of compensation to the Borrower.

4.3 Upon giving notice of an intended early repayment, the Borrower shall be obliged to make such early repayment.

4.4 Early repayments shall be applied in reduction of the contractual repayments in reverse order of their maturity dates.

4.5 If the loan is repaid on an annuity basis, i.e. by instalments consisting of a decreasing interest component and an increasing principal component, HBU shall refix the remaining term of the loan, so that as far as possible the original instalments shall remain unchanged.

5 EVENTS OF DEFAULT

5.1 The outstanding balance of the principal amount of the loan together with accrued interest and any other sum due from the Borrower under the Credit Agreement shall be payable to HBU forthwith and in full without any demand or default notice being required:

a. if the Borrower fails to comply with or fulfil, at the time and in the manner required, any obligation towards HBU whether arising under the Credit Agreement or otherwise;

b. if the Borrower fails to comply with or fulfil, at the time and in the manner required, any obligation under any other loan or financing arrangement with or any guarantee towards third parties;

c. if the Borrower decides to cease practising his profession or carrying on his business, to discontinue, sell, let or transfer title to the whole or part of his business or practice, or is suspended, removed or dismissed from his profession, office or function; if a licence, permit or registration which the Borrower requires in order to practise his profession or to carry on his business expires or is refused or withdrawn; if the nature of the Borrower's profession or business in the opinion of HBU is changed in a material way; if the Borrower decides to transfer abroad the practice of his profession or the running of his business; if the Borrower acts contrary to any statutory regulations with respect to his profession or business; if the Borrower ceases to pursue the present corporate objects set out in his memorandum and articles of association or loses his legal status;

d. if the partnership agreement (maatschaps- of vennootschapscontract) is terminated, or if there is an accession or departure of one or more partners, or if there is a dissolution or winding up (liquidatie) or a decision or an obvious intention to dissolve or wind up;

e. if the Borrower dies, is placed under curatorship or otherwise loses his legal capacity; if he takes up residence abroad, or changes the terms of his marriage settlement; if any matrimonial regime of property governing the Borrower is dissolved; if the assets of the Borrower are wholly or partly placed under supervision (bewind);

f. if the Borrower or one of his partners applies for a moratorium or other judicial postponement of payment of debts, files a bankruptcy or winding-up petition, is adjudicated bankrupt or wound-up, proposes an extrajudicial arrangement or composition with his creditors or, when insolvent, transfers any of his assets to his creditors (boedelafstand), or requests a debt restructuring arrangement;

g. if the whole or, in the opinion of HBU, a substantial part of the Borrower's assets is taken in execution or attached by way of security and such attachment is not lifted or discharged within 30 days after having been effected; if the whole or, in the opinion of HBU, a substantial part of the Borrower's properties is sold, encumbered, expropriated, confiscated, lost or damaged;

h. if the Borrower's legal structure is changed and/or the Borrower merges or associates with one or more third parties or if, in the opinion of HBU, a significant change - whether or not as a consequence of the transfer of shares - has taken place in the control of the Borrower's business or practice or if the memorandum and articles of association or the rules or regulations of the Borrower are, in the opinion of HBU, amended to a significant extent;

i. if the Borrower, without HBU's prior written consent, releases his shareholders from liability to further calls on partly paid-up shares, if he purchases his own shares, redeems his shares or makes a distribution from his reserves, which shall include a decision or an obvious intention to do so;

j. if any circumstances mentioned in b. to i. (inclusive) occur in respect of a surety, a guarantor, jointly and severally liable debtor or a person who has provided HBU with any other type of security for the loan; if the surety or guarantor cancels or withdraws a surety bond or guarantee issued by him to HBU on the Borrower's behalf; if a third party which has provided or has promised to provide HBU with security for the loan defaults in the performance of any obligation in respect of the security provided or promised;

k. if any circumstances mentioned in b. to i. (inclusive) occur in respect of one or more businesses or companies which are included in the Borrower's consolidated balance sheet, or in respect of one or more businesses or companies which have a controlling interest in the Borrower, or if any such business or company defaults in the performance of any obligation towards HBU in connection with credit and/or guarantee facilities granted by HBU;

l. (in the case of a mortgage on any registered property other than referred to in m. below) if the whole or any part of the mortgaged property is attached, expropriated, declared unfit for occupation, listed as a national monument, re-divided (opneming in ruilverkaveling), demolished, lost or damaged, if a leasehold (erfpachtsrecht), a building right (opstalrecht) or a right to use an apartment (gebruiksrecht van het appartement) is completely or partially lost, terminated or cancelled, if the conditions governing a leasehold or a building right are altered; the sub-division (splitsing) of the mortgaged property is

terminated or the relevant deed or regulations are amended, if the leaseholder or the holder of a building right fails to perform or acts contrary to any statutory provisions with respect to the conditions governing the leasehold or building right, if the owner or occupier of an apartment fails to perform or acts contrary to any statutory provisions with respect to the right to use an apartment or any provision contained in the agreement for sub-division or the regulations;

m. (in the case of a mortgage on a ship) if the whole or any part of a mortgaged ship is attached, is classified in a lower category, loses its national registration or changes the same, is requisitioned, is the subject matter of abandonment, is missing, laid up, broken up, wrecked or damaged;

n. if all or any of the goods, properties and other assets (goederen) provided to HBU as security for the loan other than those referred to in l. and m. are lost, destroyed or damaged or expire for any reason whatsoever;

o. if the Borrower has given HBU incorrect information or has withheld information from HBU which it deems significant in connection with the conclusion of the Credit Agreement;

p. if the loan is not used for the purpose for which it was granted, or if in the opinion of HBU, it is clear that the purpose for which the loan was granted has not been achieved or will not be achieved either wholly or to a significant extent;

q. if any legislation or its interpretation is changed or a governmental action is taken, which affects or may affect the Credit Agreement and/or the security provided and/or the value thereof, and the Borrower and HBU have not within a reasonable period to be determined by HBU reached a written agreement adjusting the relevant provisions and/or security on such a basis that, in the opinion of HBU, the position of HBU is not adversely affected.

5.2 The Borrower shall forthwith notify HBU of the occurrence of any events mentioned in 5.1 b. to n. (inclusive).

5.3 If HBU demands repayment of the loan pursuant to the above provisions, the Borrower shall forthwith pay HBU lump sum compensation for losses sustained and income lost. Such compensation shall be due in respect of the full amount repayable and be determined on the basis of the same method and principles as specified in 4.2. Such compensation shall not be due if the demand for repayment results from the death of the Borrower.

6 DUE DATES

6.1 If HBU has not received any sum due to it under the Credit Agreement on the agreed due date, the Borrower shall be liable to pay HBU default interest on the overdue amount as from the due date, without prejudice to HBU's other rights. Such default interest shall be payable forthwith. Amounts in relation to which no specific due dates have been stipulated in the Credit Agreement shall, for the purpose of the above provisions, be payable on the day stipulated by HBU for payment.

6.2 The rate of default interest shall be three percentage points above the contractual interest rate per annum applicable to the loan. Default interest shall be calculated on a monthly basis, part of a month being counted as a full month. As regards late repayment of principal, the default interest rate shall, as from the due date of such amount of principal, replace the contractual interest rate then applicable to the loan.

7 PAYMENTS

7.1 The Borrower shall make all payments to HBU without any costs to HBU and without any deduction or setoff. These payments shall be made on the due dates at HBU's branch where the loan is administered, unless HBU has notified the Borrower of another address for payment.

7.2 HBU shall be entitled, but not obliged, to debit all amounts payable by the Borrower to HBU under the Credit Agreement to the Borrower's current account at HBU on the agreed due dates. The Borrower shall be responsible for ensuring that this debit will not exceed the amount available for payments and withdrawals from such account.

7.3 Payments shall be applied as follows: firstly to costs and expenses incurred, secondly to compensation for losses sustained and income lost and default interest, thirdly to fees and commissions and interest, and fourthly to principal.

REPUBLIC OF THE MARSHALL ISLANDS
MARITIME OFFICE

I HEREBY CERTIFY THAT THE WITHIN IS A TRUE COPY OF THE INSTRUMENT RECEIVED FOR RECORD AND RECORDED IN THIS OFFICE IN BOOK PN 15 AT PAGE 418 ON SEPTEMBER 29TH
2004 AT 08:01 A.M. E.D.S.T.

VESSEL NAME "FREE ENVOY" OFFICIAL NUMBER 2161

GIVEN UNDER MY HAND AND SEAL THIS 29TH
DAY OF SEPTEMBER, 2004

[SEAL]

/s/ William L. Gallagher
    ------------------------------------
 DEPUTY COMMISSIONER OF MARITIME AFFAIRS
 OF THE REPUBLIC OF THE MARSHALL ISLANDS

EXHIBIT 10.9

DEED OF ASSIGNMENT

between

ADVENTURE THREE S.A.
as assignor

and

HOLLANDSCHE BANK-UNIE N.V.
as assignee

DATED the 29th day of September 2004

- relating to -

m.v. "FREE ENVOY"

NAUTADUTILH N.V.
ROTTERDAM

TABLE OF CONTENTS

Clause                                 Heading                            Page
------                                 -------                            ----
 1.            Interpretation..........................................     2
 2.            Representations and warranties..........................     5
 3.            Assignment..............................................     5
 4.            Covenants...............................................     7
 5.            Continuing Security.....................................     9
 6.            Powers of Assignee......................................    10
 7.            Redemption..............................................    12
 8.            Loss payable and notice of cancellation clause..........    12
 9.            Miscellaneous...........................................    12
10.            Power of Attorney.......................................    13
11.            Further assurance.......................................    13
12.            Notices.................................................    13
13.            Law and jurisdiction....................................    14
schedule A1:   FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE..    15
schedule A2:   FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE
               (P. & I.)...............................................    17
schedule B:    FORM OF NOTICE OF INSURANCE ASSIGNMENT..................    19
schedule C:    FORM OF LETTER OF UNDERTAKING TO BE DELIVERED BY
               BROKERS AND/OR UNDERWRITERS AND/OR INSURERS.............    20
schedule D:    FORM OF LETTER OF UNDERTAKING TO BE GIVEN...............    25
               BY P & I CLUB...........................................    25
schedule E:    FORM OF NOTICE OF TIME CHARTER PARTY ASSIGNMENT.........    27

THIS DEED OF ASSIGNMENT is made the 29th day of September 2004

BETWEEN:

1. ADVENTURE THREE S.A., a company incorporated and existing under the laws of the Marshall Islands, having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Owner");

and

2. HOLLANDSCHE BANK-UNIE N.V., a company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands, acting herein through its branch office at Coolsingel 104,3011 AG Rotterdam, the Netherlands (the "Assignee")

WHEREAS:

(1) the Owner is the registered owner of the vessel "Free Envoy" (the "Vessel") registered in the Marshall Islands' Ships Register under official number 2161;

(2) by, and subject to and upon the terms and conditions of (i) a credit agreement signed by the Assignee on the 24th day of June 2004 and signed by the Owner on the 8th day of July 2004 and in which One Adventure S.A. assumed joint and several liability towards the Assignee for all sums which Owner will owe to the Assignee under the credit agreement from time to time and (ii) a short-term loan agreement dated the 8th day of July 2004 and made between the Owner and the Assignee (as the same may be amended, supplemented or varied from time to time together with the therein referred to HBU General Credit Provisions dated January 1999 the "Financial Agreement"), the Assignee agreed to make available to the Owner by way of an overdraft facility the amount of USD 6,000,000.00 (six million United States Dollars) (the "Loan");

(3) pursuant to the Financial Agreement the Owner has executed in favour of the Assignee a first preferred mortgage (the "Mortgage") on the Vessel dated the 29th day of September 2004, which Mortgage has been or will be registered against the Vessel as security for the payment to the Assignee of the Outstanding Indebtedness (as hereinafter defined);

(4) by a time charterparty (as the same may from time to time be amended, varied or supplemented the "Charterparty") dated the 14th day of April 2004 and made between (i) the Owner and (ii) Express Sea Transport Corporation of

Panama City, Republic of Panama (the "Charterer"), the Owner agreed to let and the Charterer agreed to take on time charter the Vessel for the period and upon the terms and conditions therein mentioned;

(5) it is a condition precedent for the Assignee advancing the Loan to the Owner that the Owner inter alia shall execute this Deed together with the Assignee;

(6) this Deed is supplemental to the Financial Agreement, the other Security Documents (as hereinafter defined) and the security thereby created.

NOW THIS DEED WITNESSES as follows:

1. Interpretation

1.1 In this Deed unless the context otherwise requires:

"Assigned Property" means collectively:

(i) the Charterparty Earnings;

(ii) the Charterparty Rights;

(iii) the Earnings;

(iv) the Insurances;

(v) the Requisition Compensation;

"Charterer" means Express Sea Transport Corporation of Panama City, Republic of Panama;

"Charterparty" means the time Charterparty dated the 14th day of April 2004 and made between the Owner and the Charterer pursuant to which the Owner has agreed to let and the Charterer has agreed to take, the Vessel on time charter for the period and upon the terms and conditions therein mentioned;

"Charterparty Earnings" means all moneys whatsoever from time to time due or payable actually or contingently to the Owner under or pursuant to the Charterparty including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by the Charterer of the Charterparty;

"Charterparty Rights" means all rights and benefits whatsoever accruing to the Owner under or arising out of the Charterparty (other than the Charterparty Earnings);

"Earnings" means all moneys whatsoever from time to time due or payable

actually or contingently to the Owner arising out of the use or operation of the Vessel including (but without prejudice to the generality of the foregoing) all freight, hire, charter and passage moneys, income arising under pooling arrangements, compensation payable to the Owner in the event of requisition of the Vessel 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 employment of the Vessel;

"Event of Default" means any of the events specified and referred to in the Financial Agreement and/or the Mortgage;

"Insurances" means all policies and contracts of insurance (which expression includes all entries of the Vessel in a protection and indemnity or war risks association) which are from time to time in place or taken out or entered into by or for the benefit of the Owner in respect of the Vessel and the Earnings or otherwise howsoever in connection with the Vessel and all benefits thereof (including claims of whatsoever nature and return of premiums);

"Loss Payable Clause" means any of the loss payable clauses set out in the schedules A1 and A2 hereto;

"Outstanding Indebtedness" means (a) the aggregate of all sums of money actual or contingent, present or future due by the Security Parties as joint and several obligors to the Assignee under or in connection with the Security Documents or any of them and (b) all costs and expenses incurred in connection with the Security Documents, including any taxes payable by the Assignee (other than on net profit), as well as any reasonable costs and expenses incurred by the Assignee in connection with the Owner's failure to comply with or fulfil any obligation under the Security Documents at the time and in the manner required, including collection charges, disbursements, fees of legal consultants and other experts and costs of proceedings, irrespective against whom brought;

"Requisition Compensation" means all moneys or other compensation payable by reason of requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire;

"Security Documents" means the Financial Agreement, the Mortgage, this Deed and any other such documents as may be executed from time to time to secure and/or regulate the Outstanding Indebtedness;

"Security Interest" means a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment or other security interest or arrangement of any kind whatsoever;

"Security Parties" means the Owner and One Adventure S.A., having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Security Period" means the period commencing on the date of this Deed and terminating on the date upon which all moneys payable or to become payable from time to time pursuant to the terms of the Financial Agreement, this Deed and/or any of the other Security Documents shall have been paid and discharged in full.

1.2 In this Deed:

(a) clause headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Deed;

(b) unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa;

(e) reference to any document including this Deed shall be construed as reference to such document as amended supplemented or varied from time to time;

(f) words and expressions defined in the Financial Agreement shall, unless it is stated otherwise herein, have the same meaning when used in this Deed; and

(g) the Assignee, the Owner, the Security Parties and any other entity or individual shall include their respective successors in title, estates and, in the event of an assignment permitted under this Deed, assignees.

1.3 This Deed shall be read together with the Financial Agreement but in case of any conflict between the two instruments the provisions of this Deed shall prevail.

2. Representations and warranties

The Owner hereby represents and warrants to the Assignee that:

(a) it is fully entitled to enter into this Deed and further to agree to the terms and conditions hereof;

(b) the Insurances are in full force and effect and enforceable in accordance with their respective terms;

(c) the Owner is not in default in respect of any of the Insurances and there is no action, suit or proceeding pending or threatened by or against the Owner in connection with or arising from any of the Insurances;

(d) the Owner is exclusively entitled to any and all benefits of the Insurances and to exercise any and all rights in respect thereof;

(e) the Charterparty (a true copy of which has been delivered by the Owner to the Assignee) constitutes the valid and binding obligations of the parties thereto and is in full force and effect and there are no amendments thereto or defaults thereunder;

(f) the Vessel has been delivered to and accepted by the Charterer for service under the Charterparty;

(g) the Assigned Property is not subject to any Security Interest (save as constituted by the Security Documents or otherwise permitted by the terms thereof); and

(h) the Vessel is not subject to any charter or other contract for her employment entered into by the Owner other than the Charterparty.

3. Assignment

3.1 By way of security for payment of the Outstanding Indebtedness and the performance of the obligations under the Security Documents by the Security Parties, the Owner with full title guarantee hereby assigns and agrees to assign

absolutely to the Assignee all its rights, title and interest in and to the Assigned Property and all the benefits and interest present and future therein

PROVIDED HOWEVER that:

(a) the Earnings and the Charterparty Earnings shall be paid to the Owner until such time as the Assignee shall direct to the contrary whereupon the Owner shall forthwith, and the Assignee may at any time thereafter, instruct the entities and the individuals from whom the Earnings and the Charterparty Earnings are then receivable or payable to pay the same to the Assignee or as it may direct and any Earnings and/or the Charterparty Earnings then in the hands of the Owner's brokers or other agents shall be deemed to have been received by them for the use and on behalf of the Assignee;

(b) unless and until an Event of Default shall occur (whereupon all insurance recoveries shall be receivable by the Assignee and applied in accordance with clause 3.2):

(i) any moneys payable under the Insurances shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Assignee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clause; and

(ii) any insurance moneys received by the Assignee in respect of major casualty (that is to say any casualty the claim in respect of which exceeds USD 100,000.00 (one hundred thousand United States Dollars) inclusive of any deductible or franchise shall be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Assignee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner.

3.2 All moneys received by the Assignee in respect of the Assigned Property shall be applied in the manner specified in the Financial Agreement.

3.3 In the event that on application in accordance with clause 3.2 the moneys so applied are insufficient to pay in full the whole of the Outstanding Indebtedness, the Assignee shall be entitled to collect the shortfall from

the

Owner or any other entity or individual liable for the time being therefor.

4. Covenants

The Owner hereby irrevocably and unconditionally covenants to the Assignee that:

(a) it will not hereafter during the Security Period create or suffer the creation of any Security Interest on or in respect of all or any part of the Assigned Property to anyone other than the Assignee to the effect that the assignment created by this Deed shall constitute a first preferred charge in favour of the Assignee;

(b) in the event that it receives payment of any moneys hereby assigned save as provided in the loss payable and notice of cancellation clause hereinafter mentioned it will forthwith pay over the same to the Assignee and until paid over such moneys will be held on trust for the Assignee by it;

(c) it will throughout the Security Period maintain the Insurances in full force and effect and not change the identity of the insurers or the terms of cover provided by the Insurances without the prior written consent of the Assignee;

(d) it will do or permit to be done each and every act or thing which the Assignee may from time to time require to be done for the purpose of enforcing the Assignee's rights under this Deed and will allow its name to be used as and when required by the Assignee for that purpose;

(e) it will from time to time upon the written request of the Assignee give written notice (in such form as the Assignee shall reasonably require) to the entities and individuals from whom any part of the Assigned Property is or may be due, of the assignment herein contained and it:

(i) will procure that the interest of the Assignee in the Insurances shall be endorsed on the instruments of insurance from time to time in connection with such of the Insurances as are placed with the approved brokers accepted by the Assignee by means of a Notice of Assignment of Insurances signed by the Owner) in the form set out in schedule B; and

(ii) shall execute a notice of the assignment of the Charterparty Earnings to the Charterer in the form set out in schedule E and agrees that the Assignee shall be entitled to deliver such notice to the Charterer upon the occurence of an Event Default;

(f) it will pay all expenses and costs at the times and in the manner specified in this Deed and/or the Financial Agreement as the case may be;

(g) it will perform the covenants and undertakings in relation to the Insurances set forth in clause 6.1 (a) of the Mortgage and such covenants and undertakings shall be deemed to be, mutatis mutandis, set out and repeated in full herein;

(h) it will not, except with previous consent in writing of the Assignee (which consent it shall be entitled in the absolute discretion of the Assignee to withhold or to grant upon such terms as it may impose):

(i) agree to any variation of the Charterparty; or

(ii) release the Charterer from any of the Charterer's obligations under the Charterparty or waive any breach of the Charterer's obligations thereunder or consent to any such act or omission of the Charterer as would otherwise constitute such breach;

(i) it will duly perform its obligations under the Charterparty and use its best endeavours to procure that the Charterer will perform its obligations under the Charterparty;

(j) the Charterparty shall not in any circumstances be terminated by the Owner (or the Vessel withdrawn by the Owner from hire under the Charterparty) for any reason whatsoever (including, without limitation, by reason of any breach or alleged breach of the Charterparty by the Charterer) unless the Assignee shall first have given its consent in writing to such termination or withdrawal provided that any such termination or withdrawal after such consent is given shall (as the Owner hereby acknowledges) be without responsibility on the part of the Assignee who shall be under no liability whatsoever in the event that such termination or withdrawal be thereafter adjudged to have constituted a wrongful repudiation of the Charterparty by the Owner;

(k) it will not claim or exercise any lien upon sub-freights, which

might

otherwise be available to it under the Charterparty;

(l) it will supply to the Assignee all information, accounts and records that may be necessary or of assistance to enable the Assignee to verify the amount of all payments payable under the Charterparty; and

(m) in the event of any payment of charterhire not being made by the Charterer within ten (10) days of the due date it will (if so directed by the Assignee) exercise its right to withdraw the Vessel from the service of the Charterer pursuant to the Charterparty at such time and in such manner as the Assignee shall so direct.

5. Continuing Security

It is declared that:

(a) the security created by this Deed shall be held by the Assignee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Financial Agreement, this Deed and the other Security Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other entity or individual who may be liable to the Assignee in respect of the Outstanding Indebtedness or any part thereof and the Assignee);

(b) the security so created shall be in addition to, and shall not in any way prejudice or affect and may be enforced by the Assignee without prior recourse to the securities created by the other Security Documents or by any other security now or hereafter held by the Assignee and shall not in any way be prejudiced or affected thereby or by the invalidity or unenforceability thereof, or by the Assignee releasing, modifying or refraining from perfecting or enforcing any of the same, or granting time or indulgence or compounding with any entity or individual liable thereto;

(c) all the rights, remedies and powers vested in the Assignee hereunder shall be an addition to and not a limitation of any and every other right, power or remedy vested in the Assignee under the Financial Agreement, this Deed and the other Security Documents, or otherwise or at law and that all the powers so vested in the Assignee may be

exercised from time to time and as often as the Assignee may deem expedient;

(d) the Assignee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under the Mortgage, this Deed, the Financial Agreement and/or the other Security Documents or to make any claim or take any action to collect any moneys hereby assigned or to enforce any rights or benefits hereby assigned to the Assignee or to which the Assignee may at any time be entitled under the Mortgage and/or this Deed;

(e) the Owner shall remain liable to perform all the obligations assumed by it under the Charterparty and in relation to the Assigned Property and the Assignee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner to perform its obligations in respect thereof; and

(f) notwithstanding that this Deed is expressed to be supplemental to the Mortgage and to the securities thereby created it shall continue in full force and effect after any discharge of the Mortgage.

6. Powers of Assignee

6.1 The Assignee shall, without prejudice to its other rights, powers and remedies hereunder, be entitled (but not bound) at any time, and as often as may be necessary, to take any such action as it may in its discretion think fit for the purpose of protecting or maintaining the security created by this Deed and all expenses attributable thereto shall be payable by the Owner on demand.

6.2 Without prejudice to the generality of clause 6.1 and the powers and remedies vested in the Assignee by virtue of this Deed and the provisions of the Mortgage:

(a) if the Owner fails to comply with the insurance provisions contained in the Mortgage, the Assignee shall become forthwith entitled (but not bound) to effect and thereafter maintain all such insurances on the Vessel as in its discretion it may think fit in order to procure the compliance with such provisions or alternatively, to require the Vessel (at the Owner's risk) to remain in, or to proceed to and remain in a port designated by the Assignee until such provisions are fully complied with;

(b) at any time after the occurrence of an Event of Default the Assignee shall become forthwith entitled (but not bound):

(i) to require that all policies, contracts, certificates of entry and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be delivered forthwith to such adjusters and/or brokers and/or other insurers as the Assignee may nominate;

(ii) to collect, recover, compromise and give a good discharge for, all claims then outstanding or thereafter arising under or in respect of the Assigned Property or any part thereof, and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Assignee in its absolute discretion thinks fit and, in the case of the Insurances, to permit any brokers through whom collection or recovery is effected to charge the usual brokerage therefor;

(iii) to discharge, compound, release or compromise claims in respect of the Assigned Property or any part thereof which have given or may give rise to any charge or lien or other claim on the Vessel, the Assigned Property or any part thereof or which are or may be enforceable by proceedings against the Vessel, the Assigned Property or any part thereof;

(iv) to recover from the Owner on demand all expenses incurred or paid by the Assignee in connection with the exercise of the powers (or any of them) referred to in this clause 6.2; and

(v) to terminate the Charterparty by notice to the Owner and the Charterer, which notice shall operate to terminate the Charterparty forthwith if the Vessel is then in port and free of cargo or otherwise upon completion of the voyage (including discharge of cargo, if any) upon which the Vessel was engaged at the time when the said notice to terminate was given.

6.3 The Owner covenants and undertakes with the Assignee to do or permit to be done each and every act or thing which the Assignee may from time to time require to be done for the purpose of enforcing the Assignee's rights under this Deed and to allow its name to be used as and when required by the Assignee for that purpose.

7. Redemption

Upon payment and discharge in full to the satisfaction of the Assignee of the Outstanding Indebtedness, the Assignee shall, at the request and cost of the Owner, re-assign the Assigned Property to the Owner or as it shall direct.

8. Loss payable and notice of cancellation clause

The Owner shall procure that all policies and entries relating to the Insurances shall contain loss payable and notice of cancellation clauses substantially in the form of schedules A1 and A2, or otherwise acceptable to the Assignee and the Owner shall further, upon written request of the Assignee, execute and deliver to the Assignee or procure the execution and delivery to the Assignee of such further instruments and documents as the Assignee may deem desirable for the purpose of obtaining the full benefit of the assignment created by this Deed and of the rights and powers herein granted which includes the arrangement of letters of undertaking as shown in schedules C and D.

9. Miscellaneous

9.1 No delay or omission on the part of the Assignee to exercise any right or power vested in it under this Deed shall impair such right or power or be construed as a waiver thereof, nor shall any single or partial exercise by the Assignee of any right or power nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Assignee to enforce any right or power, preclude any other or further exercise thereof nor shall the giving by the Assignee of any consent to any act which by the terms of this Deed requires such consent prejudice the right of the Assignee to withhold its consent to the doing of any other similar act.

9.2 The Assignee shall be entitled, at any time and as often as may be expedient, to delegate all or any of the rights and powers vested in it by this Deed (including the power vested in it by virtue of clause 6) in such manner, upon such terms and to such entities and individuals as the Assignee in its absolute discretion may think fit.

9.3 If any provision of this Deed is prohibited, invalid, illegal or unenforceable in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect or impair howsoever the remaining provisions thereof or affect the validity, legality or enforceability of such provision in any other jurisdiction but where the provisions of the laws of such jurisdiction may be waived they

      are hereby waived to the full extent permitted by such laws to the end
      that this Deed shall be valid, binding and enforceable in accordance with
      its terms.

10.   Power of Attorney

10.1  The Owner, by way of security and in order more fully to secure the
      performance of the Owner's obligations under this Deed, hereby irrevocably
      appoints the Assignee as its attorney generally for and in the name and on
      behalf of the Owner to execute, seal and deliver and otherwise perfect and
      do all such deeds, assurances, agreements, instruments, acts and things
      which may be required for the full exercise of all or any of the rights,
      powers or remedies conferred hereby which may be deemed proper in
      connection with all or any of the purposes aforesaid. The power hereby
      conferred shall be a general power of attorney and the Owner ratifies and
      confirms, and agrees to ratify and confirm, any deed, assurance,
      agreement, instrument, act or thing which the Assignee may execute or do
      pursuant thereto PROVIDED ALWAYS that such power shall not be exercisable
      by or on behalf of the Assignee until the Outstanding Indebtedness shall
      have become due and payable on demand to the Assignee in accordance with
      the provisions of the Financial Agreement.

10.2  The exercise of such power by or on behalf of the Assignee shall not
      oblige any entity or individual dealing with the Assignee to make any
      enquiry as to whether the Outstanding Indebtedness has become due and
      payable nor shall such entity or individual be in any way affected by
      notice that the Outstanding Indebtedness has not become so due and payable
      and the exercise by or on behalf of the Assignee shall be conclusive
      evidence of its right to exercise the same.

11.   Further assurance

      The Owner hereby further covenants at its own expense from time to time to
      execute, sign, perfect, do and (if required) register every such further
      assurance, document, act or thing as in the opinion of the Assignee may be
      necessary or desirable for the purpose of more effectually assigning the
      Assigned Property or perfecting the security constituted or intended to be
      constituted by the Security Documents.

12.   Notices

      The provisions of clause 18 of the Mortgage shall apply in relation to
      every notice, request, demand or other communication under this Deed.

                                       14

13.   Law and jurisdiction

13.1  This Deed shall be governed by and construed in accordance with the laws
      of England.

13.2  Subject to clause 13.3, the courts of Rotterdam, the Netherlands shall
      have exclusive jurisdiction in relation to all matters which may arise out
      of or in connection with this Deed with the exclusion of any other court
      of law.

13.3  For the exclusive benefit of the Assignee, the Assignee reserves the right
      to commence proceedings in relation to any matter which arises out of or
      in connection with this Deed in the courts of any place in the Netherlands
      other than Rotterdam or any country other than the Netherlands and which
      have jurisdiction to that matter.

13.4  In this clause 13 "proceedings" means proceedings of any kind, including
      an application for a provisional or protective measure.

13.5  The Owner hereby agrees that any writ, judgment or other notice of process
      shall be sufficiently and effectively served on it, if served on it at the
      address specified in clause 18.1 of the Mortgage.

IN WITNESS whereof the parties hereto have caused this Assignment to be duly executed the day and year first herein before written.

Signed as a Deed                      )
BY /s/ George D. Gourdomichalis       )
   ----------------------------

and
BY /s/ Ion Varouxakis                 )
   ------------------

as attorneys-in-fact for              )
ADVENTURE THREE S.A.                  )

Signed as a Deed                      )
BY /s/ Diana Saarloos                 )
   ------------------
as attorney-in-fact for               )
HOLLANDSCHE BANK-UNIE N.V.            )

schedule A1: FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE

INSURED : ADVENTURE THREE S.A.

VESSEL : "FREE ENVOY"

It is noted that by an Assignment in writing dated the [...] day of September 2004 and made between (i) the Insured and (ii) HOLLANDSCHE BANK-UNIE N.V., a company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands, acting herein through its branch office at Coolsingel 104, 3011 A G Rotterdam, the Netherlands (the "Assignee") the Insured assigned absolutely unto the Assignee this policy and all benefits thereof including all claims of whatsoever nature (including return of premiums) thereunder and including the right to negotiate and settle at any time whether any claim is a claim in respect of a total or constructive or arranged or agreed or compromised total loss ("Total Loss"); and that

(i) claims hereunder in respect of a Total Loss shall be paid in full to the Assignee or as the Assignee may direct; and

(ii) all other losses hereunder shall be paid to the Assignee except that claims (or the aggregate of claims) in respect of any one accident not exceeding USD 100,000.00 (one hundred thousand United States Dollars) including any deductible or franchise shall be paid to the Insured, unless and until the (Insurer(s)) (Underwriter(s)) receive notice from the Assignee to the contrary, whereupon all such insurance proceeds shall be paid directly to the Assignee for distribution by it firstly to itself and/or to its order.

Notwithstanding anything contained herein to the contrary, however, in cases where a surety has paid or is liable to pay any claims covered under the provisions of the collision and/or salvage clauses in the policies on hull and machinery the proceeds under such provisions shall be payable directly to the surety to the necessary extent.

It is further noted and expressly undertaken that:

(a) in the event of non-payment of premiums or calls when due, the (Insurer(s)) (Underwriter(s)) will notify the Assignee immediately of such non-payment and will not exercise any right of cancellation which they may have by reason of such non-payment without giving fourteen (14) days' prior written notice of such cancellation to the Assignee and a reasonable opportunity of paying any balance of such premiums or calls which may be in default; and

(b) the (Insurer(s)) (Underwriter(s)) will not effect any material alteration or termination or expiry of any of the insurances without giving to the Assignee fourteen (14) days' prior written notice of such alteration or termination or expiry.

___________________________                     ______________________________
Adventure Three S.A.                            Hollandsche Bank-Unie N.V.
(Assignor)                                      (Assignee)
                                                as: attorney-in-fact
by: ________________________

and
by: ________________________

as: attorneys-in-fact

schedule A2: FORM OF LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE (P. & I.)

INSURED: ADVENTURE THREE S.A.

VESSEL: "FREE ENVOY"

It is noted that by an Assignment in writing dated the [...] day of September 2004 and made between the Insured at the one side and HOLLANDSCHE BANK-UNIE N.V., a company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands, acting herein through its branch office at Coolsingel 104, 3011 AG Rotterdam, the Netherlands (the "Assignee") at the other side, the Insured assigned absolutely unto the Assignee this policy and all benefits thereof including all claims of whatsoever nature (including return of premiums) thereunder; and that until the Assignee notifies to the contrary claims receivable thereunder shall be paid to:

(i) the entity or individual to whom was incurred the liability to which such sum relates; or

(ii) the Insured in reimbursement to it of moneys expended in satisfaction of such liability.

It is further noted and expressly undertaken that:

(a) in the event of non-payment of premiums or calls when due, the Insurer(s)/Underwriter(s) will notify the Assignee immediately of such nonpayment and will not exercise any right of cancellation which they may have by reason of such non-payment without giving fourteen (14) days' prior written notice of such cancellation to the Assignee and a reasonable opportunity of paying any balance of such premiums or calls which may be in default; and

(b) the Insurer(s)/Underwriter(s) will not effect any material alteration or termination or expiry of any of the insurances without giving to the Assignee fourteen (14) days' prior written notice of such alteration or termination or expiry.

______________________________                 _____________________________
Adventure Three S.A.                           Hollandsche Bank-Unie N.V.
(Assignor)                                     (Assignee)
                                               as: attorney-in-fact
by:___________________________

and
by:___________________________

as: attorneys-in-fact

schedule B: FORM OF NOTICE OF INSURANCE ASSIGNMENT

(for attachment by way of endorsement to
all policies, contracts and cover notes)

TAKE NOTICE:

THAT by a Deed of Assignment in writing bearing even date herewith and made between us as owner of the Marshall Islands flag m.v. "FREE ENVOY" (the "Vessel") and HOLLANDSCHE BANK-UNIE N.V., a company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands, acting herein through its branch office at Coolsingel 104, 3011 AG Rotterdam, the Netherlands (the "Assignee"), we have assigned to the Assignee all our rights, title, interest and benefits in and to all insurances effected or to be effected in respect of the Vessel, including the insurances constituted by the policy or entry certificate whereon this notice is endorsed.

DATED this [...] day of September 2004.

For and on behalf of
ADVENTURE THREE S.A.

by:__________________

and
by:__________________

as: attorneys-in-fact

schedule C: FORM OF LETTER OF UNDERTAKING TO BE DELIVERED BY BROKERS AND/OR UNDERWRITERS AND/OR INSURERS

To: Hollandsche Bank-Unie N.V.
Coolsingel 104
3011 AG ROTTERDAM
the Netherlands

Dated [...]

Dear Sirs,

Re: "FREE ENVOY" (the "Vessel")

We confirm that we have effected insurances for the account of ADVENTURE THREE S.A. of Ajeltake Island, Majuro, Marshall Islands (the "Owner") as set out in Appendix "A" attached.

Pursuant to instructions received from the Owner, and in consideration of your approving our appointment as [Brokers/Underwriters/Insurers] in connection with the insurances covered by this letter, we hereby undertake:

[1. to hold the Insurance Slips or Contracts, the Policies when issued, and any renewals of such Policies or new Policies or any Policies substituted (with your consent) therefor and the benefit of the insurances thereunder to your order in accordance with the terms of the Loss Payable Clause set out in Appendix "B" attached; and]

2. to arrange for the [said] Loss Payable Clause [set out in Appendix "B" attached] to be included in and/or endorsed on the Policies when issued; and

3. to have endorsed on each and every Policy as and when the same is issued a Notice of Assignment in the form of Appendix "C" hereto dated and signed by the Owner and acknowledged by [Underwriters/us] in accordance with Market practice; and

4. to advise you immediately we cease to be the
[Brokers/Underwriters/Insurers] for the Owner or in the event of any material changes which may be made to the terms of the insurances and following an application received from you not later than one month before expiry of the insurances to notify you within fourteen (14) days of the receipt of such application in the event of our not having received notice of renewal instructions from the Owner and/or its

Agents, and in the event of our receiving instructions to renew to advise you promptly of the details thereof.

Our above undertakings are given subject to our lien on the Policies for premiums and subject to our right of cancellation on default in payment of such premiums but we undertake to advise you immediately if any premiums are not paid to us by due date and not to exercise such rights of cancellation without giving you fourteen (14) days' notice in writing, either by letter, telex or cable, and a reasonable opportunity of paying any premiums outstanding.

Notwithstanding the terms of the said Loss Payable Clause and the said Notice of Assignment, unless and until we receive notice from you to the contrary, we shall be empowered to arrange for a collision and/or salvage guarantee to be given in the event of bail being required in order to prevent the arrest of the Vessel or to secure the release of the Vessel from arrest following a casualty. Where a guarantee has been given as aforesaid and the guarantor has paid any sum under the guarantee in respect of such claim, there shall be payable directly to the guarantor out of the proceeds of the said Policies a sum equal to the sum so paid.

*[Finally, it is understood that all claims shall be collected through us, as Brokers].

Yours faithfully,

* Delete if letter is being given by underwriters and not brokers.

Appendix "A"

(Insert details of the insurance terms)

Appendix "B"

(Insert copy of the Loss Payable Clause)

Appendix "C"

(Insert copy of the Notice of Insurance Assignment)

schedule D : FORM OF LETTER OF UNDERTAKING TO BE GIVEN BY P & I CLUB

To: Hollandsche Bank-Unie N.V.
Coolsingel 104
3011 AG ROTTERDAM
the Netherlands ("the Bank")

Dated [...]

Dear Sirs,

Re: m.v. "FREE ENVOY" (the "Vessel")

We note you have taken an assignment of the insurances on the Vessel. So far as this Association is concerned, the Managers do not consent to such assignment for the purposes of Rule____, other than to give efficacy to the Loss Payable Clause set out below and subject always to the Association's rights under Rule_____.

We do confirm however that the Vessel is entered in this Association for Protection and Indemnity risk on the terms and conditions set out or to be set out in the Certificate of Entry. Furthermore, in consideration of your agreeing to the entry or continuing entry of the ship in this Association, the Managers agree that:

(a) the Owner shall not cease to be insured by the Association in respect of the Vessel by reason of such assignment (see Rule___); and

(b) notwithstanding that the Vessel has been mortgaged to you and that no undertaking or guarantee has been given to the Association to pay all contributions due in respect of the Vessel, the Owner does not cease to be insured by reason of the operation of Rule___.

It is further agreed that the following Loss Payable Clause will be included in the Certificate of Entry:

"Payment of any recovery the Owner is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by it shall be made to the Owner or to its order unless and until the Association receives notice from you that the Owner is in default under the mortgage, in which event all recoveries shall thereafter be paid to you for distribution by you to yourselves and/or to your order provided always that no liability whatsoever shall attach to the Association its Managers or their agents for failure to comply with the latter obligation until after the

expiry of two clear business days from the receipt of such notice".

The Association undertakes:

(a) to inform you if the Association gives the Owner notice under Rule that its insurances in the Association in respect of such ship is to cease at the end of the then current policy year;

(b) to give 14 days' notice of the Association's intention to cancel the insurance of the Owner by reason of his failure to pay when due and demanded any sum due from him to the Association; and

Yours faithfully,

schedule E : FORM OF NOTICE OF TIME CHARTER PARTY ASSIGNMENT

Date: ______________________________

To: Express Sea Transport Corporation
c/o 3 Iassonsons Street
Piraeus 185 37
Greece

Re: m.v. "FREE ENVOY"

We refer to the time charterparty (the "Charterparty") dated the 14th day of April 2004, made between us, ADVENTURE THREE S.A., and you, whereby we agreed to let and you agreed to take on time charter for the period and upon the terms and conditions therein mentioned the motor vessel "FREE ENVOY" registered in our name under the Marshall Islands flag having Official Number 2161.

NOW WE HEREBY GIVE YOU NOTICE

1. That by an assignment (the "Assignment") dated the______day of September 2004 made between us and HOLLANDSCHE BANK-UNIE N.V. of Rotterdam, the Netherlands (the "Assignee") we have assigned to the Assignee all our rights title and interest to and in any moneys whatsoever payable to us under the Charterparty including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by you of the Charterparty.

2. you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid directly to the Assignee or as it may direct.

3. That the Assignment includes provisions that no variations shall be made to the Charterparty (nor shall you be released from your obligations thereunder) without the previous written consent of the Assignee and we shall remain liable to perform all our obligations under the Charterparty and the Assignee shall be under no obligations of any kind whatsoever in respect thereof.

The authority and instructions herein contained cannot be revoked or varied by us without the consent of the Assignee.

Please acknowledge receipt of this notice and confirm your agreement in relation to the matters stated above by signing the enclosed acknowledgement and return it

directly to the Assignee at the address shown, with copy to us.

SIGNED for and on behalf of
ADVENTURE THREE S.A.

by:________________________

and

by:________________________

as: attorneys-in-fact

ACKNOWLEDGEMENT AND CONSENT

To: Hollandsche Bank-Unie N.V.
Coolsingel 104
3011 AG ROTTERDAM
the Netherlands

C.c.: Adventure Three S.A.
c/o Free Ships S.A.
Akti Miaouli 93
Piraeus 185 382
Greece

Date:_________________________

We, EXPRESS SEA TRANSPORT CORPORATION, hereby accept and acknowledge receipt of the above notice of assignment and we hereby consent thereto and agree to be bound by the terms of such notice and of such assignment and in particular, but without limitation to the generality of the other provisions, the method and place of payment of all moneys payable by us under the charterparty.

We confirm that we have received no notice of any other assignment, charge or disposal by ADVENTURE THREE S.A. of the charterparty.

SIGNED for and on behalf of
EXPRESS SEA TRANSPORT CORPORATION
by:___________________________________
as:___________________________________

EXHIBIT 10.10

[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.

SHORT-TERM LOAN AGREEMENT IN EUROS
AND OPTIONAL CURRENCIES

THIS AGREEMENT IS MADE BETWEEN THE UNDERSIGNED:

1. Adventure Three S.A., established in Majuro, Marshall Islands, hereinafter referred to as 'the Borrower',

AND

2. HOLLANDSCHE BANK-UNIE N.V., having its registered office in Amsterdam, hereinafter referred to as 'the Bank'.

WHEREAS:

The Bank has offered by the Credit Agreement dated 24 June 2004 to grant the Borrower, until further notice, a short-term loan facility, subject to the terms and conditions mentioned in that Credit Agreement, including the conclusion of a relevant agreement between the parties.

IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 LOAN PERIOD AND CURRENCY

1.1 Under the short-term loan facility, the Borrower shall be entitled to draw short-term loans at the Bank in euros or optional currencies for periods ranging from fourteen days to twelve months, as determined by the Borrower. Short-term loans drawn for periods longer than three months shall require the Bank's prior consent.

1.2 In this agreement, optional currency shall mean a currency that is freely convertible into euros and freely transferable and which in the opinion of the Bank is generally and freely dealt in on the London interbank money market.

1.3 The Bank shall not be obliged to grant a short-term loan upon the occurrence of any event mentioned in 6.1 below.

ARTICLE 2 LOAN AMOUNT

2.1 Short-term loans shall be a minimum of EUR 500,000 (five hundred thousand euros) or the equivalent in the relevant optional currency. In addition, short-term loans may only be drawn in a multiple of EUR 100,000 (one hundred thousand euros) or the equivalent in the relevant optional currency (to be rounded in the manner to be determined by the Bank).

2.2 The equivalent of optional currencies shall be calculated at the Bank's spot buying rate for the conversion of euros into the optional currency in question at the time when the short-term loan is concluded, two business days prior to the drawing of the short-term loan in question. With a view to the exchange risk on short-term optional currency loans, the available amount under the short-term loan facility shall be reduced by a certain percentage of any short-term optional currency loan amount. This percentage shall be determined by the Bank for each short-term loan individually.

-1-

[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.

ARTICLE 3 FIXING OF INTEREST ON EURO LOANS

3.1 If the Borrower wishes to draw a short-term loan in euros under the short-term loan facility, he shall notify the Bank by telephone before 11.30 a.m. (Central European Time) on the day of the intended drawing and at the same time state loan amount, currency and loan period.

3.2 During, or immediately after the telephone call referred to in 3.1 above, the Bank shall quote the interest rate at which it is willing to grant the short-term loan requested. If the Bank and the Borrower then reach agreement upon the interest rate, the Bank shall confirm the short-term loan it has granted to the Borrower in writing or by fax or another customer datacommunication system of the Bank's choice to which the Borrower is linked, stating loan amount, currency, loan period and interest rate as well as the account on which the short-term loan shall be made available to the Borrower. If the parties shall fail to reach agreement, this shall mean a return to the situation prior to the notice by telephone referred to in 3.1 above.

ARTICLE 4 FIXING OF INTEREST ON OPTIONAL CURRENCY LOANS

4.1 If the Borrower wishes to draw a short-term loan in an optional currency under the short-term facility, he shall notify the Bank by telephone before 3.30 p.m. (Central European Time) two business days prior to the day of the intended drawing and at the same time state loan amount, currency and loan period. In this section, business day shall mean a day on which banking institutions in London, New York and the country where the optional currency in question is the national unit, are open for business.

4.2 During, or immediately after the telephone call referred to in 4.1 above, the Bank shall quote the interest rate at which it is willing to grant the short-term loan requested. If the Bank and the Borrower then reach agreement upon the interest rate, the Bank shall confirm the short-term loan it has granted to the Borrower in writing or by fax or another customer datacommunication system of the Bank's choice to which the Borrower is linked, stating loan amount, currency, loan period and interest rate as well as the account on which the short-term loan shall be made available to the Borrower. If the parties shall fail to reach agreement, this shall mean a return to the situation prior to the notice by telephone referred to in 4.1 above.

ARTICLE 5 INTEREST AND PRINCIPAL

The Borrower shall pay interest on any short-term loan at the rate fixed in the way described in 3 and 4 above, together with the repayment of the short-term loan in question. Interest shall be calculated on the basis of the actual number of days elapsed and a year of 360 days or 365 days, dependent on the desired currency. Each short-term loan shall be repaid on the last day of the loan period. Premature repayment is not permitted.

ARTICLE 6 EVENTS OF DEFAULT

6.1 All short-term loans together with accrued interest and any other sum due from the Borrower under this agreement will be due to the Bank forthwith and in full, without demand notice or any other formality being required:

a. if the Borrower defaults on any obligation towards the Bank at the time and in the manner required;

-2-

[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.

b. if the Borrower's legal structure is changed and/or the Borrower effects a merger or demerger, ceases to exist, ceases to pursue the corporate objects set out in his memorandum and articles of association, decides to liquidate his business or loses his legal status;

c. if the Borrower applies for a moratorium or other judicial postponement of payment of debts, presents a bankruptcy or winding-up petition, is adjudicated bankrupt or wound-up or proposes an extrajudicial arrangement or composition with his creditors;

d. if any immovable properties of the Borrower or his consolidated subsidiaries are taken in execution or attached by way of security and this attachment is not lifted or discharged within thirty days; if the whole or, in the opinion of the Bank, a substantial part of the movable and/or immovable properties is lost, damaged, expropriated or confiscated;

without prejudice to the Bank's right at any time to take all such measures provided by law as it shall deem necessary or appropriate to protect its rights or to recover the Borrower's debt to it.

6.2 The Borrower shall forthwith notify the Bank of the occurrence of any circumstances mentioned under b, c and d in 6.1 above.

ARTICLE 7 COMPENSATION

If the Bank calls in the short-term loan by virtue of the provisions contained in 6.1 above, the Borrower shall be due to the Bank lump sum compensation of 1.5% (one and a half per cent) of the amount the payment of which is demanded by the Bank.

ARTICLE 8 DEFAULT INTEREST

Without prejudice to the provisions contained in 6 and 7 above, the Borrower shall be liable, in the event of late payment of any sum due under this agreement, to pay default interest on the overdue amount as from the due date until the date of actual payment in full. The rate of such default interest shall be 2 percentage points above the interest rate applicable to the short-term loan in question as referred to in 5 above and may be further increased by the difference adverse to the Bank between the interest rate referred to in 5 above and, in the case of a short-term loan in euros, the weighted average of the official offered rate (Euro Overnight Index Average) as determined on each day of late payment at 7.00
p.m. (Central European Time) or, in the case of short-term optional currency loans, the debit interest rate charged to the Bank in the country where the optional currency in question is the national unit, plus any additional costs and expenses. Default interest resulting from this article shall be due and calculated as from the due date until the date of actual payment.

ARTICLE 9 PAYMENTS

9.1 The Borrower shall make all payments due under this agreement on the due dates at the Bank's branch where the short-term loan is accounted for or at any other address for payment the Bank has notified to the Borrower. The Bank reserves the right to designate other addresses for payment. The Borrower shall make the payments without set-off or counterclaim and without any deduction for or on account of any taxes of whatever nature now or hereafter imposed or levied by or under the authority of the government of any country in which the Borrower shall be resident. This shall not apply, however, if any such taxes shall at any time be required to be withheld or deducted from any payment to be made by the Borrower, in which case the Borrower shall pay such additional amounts as shall be necessary to ensure that the net amount received by the Bank equals the amount payable under the terms and conditions of this agreement.

-3-

[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.

9.2 If a euro amount shall become payable on a day on which banking institutions in the Netherlands are closed and which is not a Saturday, such payment shall be made on the next succeeding day on which those institutions are open for business. If the result of such extension would be to carry the payment over into another calendar month, payment shall be made on the last day of the relevant month on which those banking institutions are open for business.

9.3 If any optional currency amount shall become payable on a day on which banking institutions in London, New York and/or the country where the currency in question is the national unit, are closed, such payment shall be made on the next succeeding day on which those institutions are open for business. If the result of such extension would be to carry the payment over into another calendar month, payment shall be made on the last day of the relevant month on which those banking institutions are open for business.

9.4 The Bank shall be entitled but not obliged to debit all amounts that are due and payable by the Borrower to the Bank in respect of the short-term loans, from the Borrower's current account at the Bank, without prejudice to the Borrower's obligation to ensure that such debit would not cause the current account to show an unauthorised debit balance.

ARTICLE 10 APPROPRIATION OF PAYMENTS

The Bank shall apply all net payments it receives under this agreement (i.e. after deduction of all costs and expenses) in reduction or settlement of the Borrower's indebtedness as follows: firstly costs and expenses incurred, secondly fees and commissions, next compensation and default interest, then interest and finally principal.

ARTICLE 11 EVIDENCE

The Bank's records shall be conclusive evidence of the Borrower's indebtedness to the Bank, unless the Borrower shall be able to furnish proof to the contrary. In the case of disagreement on any amount due and payable by the Borrower according to the records of the Bank, the Borrower shall not be entitled to refuse or postpone payment of the whole or any part of such amount but this shall not affect the Bank's obligation to refund any amount it should appear to have received in excess.

ARTICLE 12 AMENDMENTS AND ADDITIONS

In the case of any amendments or additions to the short-term loan facility referred to under 'Whereas' at the beginning of this agreement, or replacement by a similar short-term loan facility, the provisions contained in this agreement shall continue to apply, without any rider to this agreement or a separate agreement being required.

ARTICLE 13 GENERAL BANKING CONDITIONS

Except where this agreement expressly provides otherwise, the legal relationship between the Borrower and the Bank shall be subject to the Bank's General Banking Conditions. The Borrower declares that he has received a copy of these General Banking Conditions and to be aware of the content thereof.

-4-

SIGNATURE:

Majuro, 8 July 2004 Rotterdam, 2004

/s/ Ion Varouxakis                                 HOLLANDSCHE BANK-UNIE N.V.
-----------------------------                      Coolsingel 104
/s/ George D. Gourdomichalis
-----------------------------
Adventure Three S.A.

-5-

EXHIBIT 10.13

DATED 2 AUGUST 2004

G BROS S.A. AND V. CAPITAL S.A.
AS LENDERS

AND

ADVENTURE HOLDINGS S.A.
AS BORROWER

LOAN AGREEMENT

THIS AGREEMENT is dated 2 August 2004

BETWEEN:

(1) G BROS S.A., ("Lender 1"), a limited liability company established and existing under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 and V CAPITAL S.A., a limited liability company established and existing under the law of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 ("Lender 2") (together the "Lenders"); and

(2) ADVENTURE HOLDINGS S.A., a limited liability company established and existing under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the "Borrower").

WHEREAS:

(A) As of the date hereof the Borrower is 50% owned by Lender 1 and 50% owned by Lender 2. The Lenders had this shareholding in the Borrower at the Loan Date. This shareholding represents the whole of the issued share capital of the Borrower.

(B) The loan amount is contributed in equal 50% shares by each of the Lenders.

(C) The Borrower requested and had made available to it a loan facility so that it may assist the Borrower's wholly owned subsidiary, Adventure Two S.A. in its acquisition of the m/v "FREE DESTINY". A loan in the sum of US$1,579,447.03 (one million, five hundred and seventy nine thousand, four hundred and forty seven United States Dollars and three cents) (the "Loan") will be advanced to the Borrower by the Lenders.

IT IS HEREBY AGREED

1.1 That the Loan will be made available from the Lenders to the Borrower free of interest.

1.2 That unless otherwise agreed the Loan made shall be repayable, from time to time as cash flow allows, and in any case no later than the date of sale of the M/V 'Free Destiny' or 31 December 2006, whichever the earliest.

1.3 Neither Lender shall unilaterally demand or accept any repayment of the Loan in whole or in part unless the other Lender shall have consented to the same first in writing.

-2-

1.4 The Lenders may assign, transfer or sub-participate all or any part of our rights or obligations under this Agreement, without the Borrower's consent. The Lender shall notify the Borrower promptly following any such assignment or transfer.

1.5 The Lenders may disclose to any potential assignee or transferee of all or any part of our rights or obligations under this Agreement or any other person who may otherwise enter into contractual relations with the Lenders in relation to this Agreement, such information about this Agreement and/or the Borrower and/or the Borrower's related entities as the Lenders think fit.

1.6 This Agreement shall be governed by, and construed in accordance with, the laws of England.

IN WITNESS whereof the Parties hereto have caused this Agreement to be executed as a Deed by the duly authorised representatives of the Parties on the day and year first above written.

Executed for and on behalf of     )   /s/ George D. Gourdomichalis
G BROS S.A. by                    )   ---------------------------------
as duly authorised                )   /s/ Efstathios G. Gourdomichalis
in the presence of:               )   ---------------------------------



Executed for and on behalf of     )   /s/ Ion Varouxakis
V. CAPITAL S.A. by                )
as duly authorised                )
in the presence of:               )



Executed for and on behalf of     )   /s/ Ion Varouxakis
ADVENTURE HOLDINGS S.A. by        )   ---------------------------------
as duly authorised                )   /s/ Efstathios G. Gourdomichalis
in the presence of:               )   ---------------------------------

-3-

Exhibit 10.14

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into effective as of the 25th day of April, 2005, among Adventure Holdings S.A., a corporation formed under the laws of the Republic of the Marshall Islands (the "Borrower"), G Bros S.A., a corporation formed under the laws of the Republic of the Marshall Islands ("G Bros"), and V Capi tal S.A., a corporation formed under the laws of the Republic of the Marshall Islands ("V Capital"; G Bros and V Capital are collectively referred to herein as the "Lenders").

WHEREAS, the Lenders and the Borrower have entered into a Loan Agreement dated August 2, 2004 (the "Loan Agreement"), whereby the Lenders have provided to the Borrower an interest-free loan in the principal amount of US$1,579,447.03 (the "Loan") in connection with the acquisition of the M/V "Free Destiny"; and

WHEREAS, the Lenders and the Borrower wish to modify the repayment terms of the Loan, as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual agreements and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed and do agree as follows:

1. Capitalized Terms. Capitalized terms used but not defined in this Amendment shall have the meanings as set forth in the Loan Agreement.

2. Modification of Repayment Terms. Section 1.2 of the Loan Agreement shall be amended in its entirety to read as follows:

"The outstanding principal balance of the Loan shall be repayable in eight equal quarterly installments of US$250,000 each in the years 2006 and 2007, with a balloon payment due on January 1, 2008 of the principal balance then remaining outstanding; provided, however, if the merger transaction (the "Merger") contemplated by the Agreement and Plan of Merger dated March 24, 2005 among the Borrower, the Lenders, the beneficial owners of the Lenders, and Trinity Partners Acquisition Company Inc. is completed and, following the closing of the Merger, the Borrower raises additional capital of at least US$12,500,000 (whether by the sale of new shares of capital stock or other securities that constitute equity of the Borrower, the exercise of warrants or options, or otherwise), then the outstanding principal balance of the Loan shall become immediately due and payable."

3. No Further Modifications. Except as expressly set forth in this Amendment, the Loan Agreement shall be unmodified and remain in full force and effect.

4. Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of England.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

Page 1 of 2

IN WITNESS WHEREOF, the parties here to have caused this Amendment to be duly executed by their duly authorized officers as of the date first written above.

BORROWER:
Adventure Holdings S.A.

By: /s/ Ion G. Varouxakis     /s/ Efstathios D. Gourdomichalis
   ----------------------------------------------------------
   Name:
   Title:

LENDERS:

G Bros S.A.

By: /s/ George D. Gourdomichalis
    -------------------------------------
    Name: George D. Gourdomichalis
    Title: President

V Capital S.A.

By: /s/ Ion G. Varouxakis
    -------------------------------------
    Name: Ion G. Varouxakis
    Title: President

Page 2 of 2

EXHIBIT 10.15

DATED 20 SEPTEMBER 2004

G BROS S.A. AND V CAPITAL S.A.
AS LENDERS

AND

ADVENTURE HOLDINGS S.A.
AS BORROWER

LOAN AGREEMENT

THIS AGREEMENT is dated 20 September 2004

BETWEEN:

WHEREAS:

(B) The loan amount is contributed in equal 50% shares by each of the Lenders.

(C) The Borrower requested and had made available to it a loan facility so that it may assist the Borrower's wholly owned subsidiary, Adventure Three S.A. in its acquisition of the m/v "FREE ENVOY". A loan in the sum of US$2,554,737.25 (the "Loan") will be advanced to the Borrower by the Lenders.

IT IS HEREBY AGREED

1.1 That the Loan will be made available from the Lenders to the Borrower free of interest.

1.3 Neither Lender shall unilaterally demand or accept any repayment of the Loan in whole or in part unless the other Lender shall have consented to the same first in writing.

-2-

1.6 This Agreement shall be governed by, and construed in accordance with, the laws of England.

IN WITNESS whereof the Parties hereto have caused this Agreement to be executed as a Deed by the duly authorised representatives of the Parties on the day and year first above written.

Executed for and on behalf of     )   /s/ Efstathios G. Gourdomichalis
G BROS S.A. by                    )   ---------------------------------
as duly authorised                )   /s/ George D. Gourdomichalis
in the presence of:               )   ---------------------------------



Executed for and on behalf of     )   /s/ Ion Varouxakis
V. CAPITAL S.A. by                )
as duly authorised                )
in the presence of:               )



Executed for and on behalf of     )   /s/ Ion Varouxakis
ADVENTURE HOLDINGS S.A. by        )   ---------------------------------
as duly authorised                )   /s/ Efstathios G. Gourdomichalis
in the presence of:               )   ---------------------------------

-3-

EXHIBIT 10.16

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into effective as of the 25th day of April, 2005, among Adventure Holdings S.A., a corporation formed under the laws of the Republic of the Marshall Islands (the "Borrower"), G Bros S.A., a corporation formed under the laws of the Republic of the Marshall Islands ("G Bros"), and V Capital S.A., a corporation formed under the laws of the Republic of the Marshall Islands ("V Capital"; G Bros and V Capital are collectively referred to herein as the "Lenders").

WHEREAS, the Lenders and the Borrower have entered into a Loan Agreement dated September 20, 2004 (the "Loan Agreement"), whereby the Lenders have provided to the Borrower an interest-free loan in the principal amount of US$2,554,737.25 (the "Loan") in connection with the acquisition of the M/V "Free Envoy"; and

WHEREAS, the Lenders and the Borrower wish to modify the repayment terms of the Loan, as set forth herein.

1. CAPITALIZED TERMS. Capitalized terms used but not defined in this Amendment shall have the meanings as set forth in the Loan Agreement.

2. MODIFICATION OF REPAYMENT TERMS. Section 1.2 of the Loan Agreement shall be amended in its entirety to read as follows:

3. NO FURTHER MODIFICATIONS. Except as expressly set forth in this Amendment, the Loan Agreement shall be unmodified and remain in full force and effect.

4. GOVERNING LAW. This Amendment shall be governed by, and construed in accordance with the laws of England.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

Page 1 of 2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers as of the date first written above.

BORROWER:
Adventure Holdings S.A.

By: /s/ Ion G. Varouxakis     /s/ George D. Gourdomichalis
    -----------------------------------------------------
     Name: Ion G. Varouxakis      George D. Gourdomichalis
     Title: Secretary             President

LENDERS:

G Bros S.A.

By: /s/ George D. Gourdomichalis
    ------------------------------------
     Name: George D. Gourdomichalis
     Title: President

V Capital S.A.

By: /s/ Ion G. Varouxakis
    ------------------------------------
     Name: Ion G. Varouxakis
     Title: President

Page 2 of 2

EXHIBIT 10.17

[Form of Lock-Up Agreement]

Common Shares

($[ ] Par Value)

Adventure Holdings, S.A.
Trinity Partners Acquisition Company Inc.

Ladies and Gentlemen:

This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Agreement and Plan of Merger (the "Merger Agreement"), dated as of _________, 2005, by and among Adventure Holdings, S.A., a corporation organized under the laws of the Republic of the Marshall Islands ("Adventure"), V. Capital S.A. a corporation organized under the laws of the Republic of the Marshall Islands, G. Bros. S.A., a corporation organized under the laws of the Republic of the Marshall Islands, George D. Gourdomichalis, Stathis D. Gourdomichalis and Ion G. Varouxakis, and Trinity Partners Acquisition Company Inc., a corporation organized under the laws of the State of Delaware ("Trinity").

The undersigned agrees that for a period of one year after the Effective Time (as defined in the Merger Agreement), the undersigned will not
(i) sell, offer to sell, contract or agree to sell, grant any option to purchase or otherwise dispose of or agree to dispose of, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the "Commission") in respect of, any common shares of Adventure or any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares or any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common shares, whether any such transaction is to be settled by delivery of common shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a)

bona fide gifts, provided the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Letter Agreement and confirm that he, she or it has been in compliance with the terms of this Lock-Up Letter Agreement since the date hereof, (b) on death, by will or intestacy, or (c) dispositions to the undersigned's immediate family or to any trust, partnership or other entity for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned or any affiliate thereof, provided that such, family member, trust, partnership or other entity or affiliate agrees in writing to be bound by the terms of this Lock-Up Letter Agreement and confirms that it has been in compliance with the terms of this Lock-Up Letter Agreement since the date hereof or (d) pursuant to a court order or settlement agreement approved by a court of competent jurisdiction.

If (i) Adventure or Trinity notifies you in writing that it does not intend to proceed with the merger, (ii) the F1/F4 registration statement (or comparable form) filed with the Commission with respect to the merger is withdrawn, (iii) for any reason the Merger Agreement shall be terminated prior to the Effective Time (as defined in the Agreement), or (iv) any executive officer or director of Trinity or Adventure does not execute a lock-up letter agreement agreeing to identical restrictions on sales or other dispositions as are imposed under this Lock-Up Letter Agreement, then this Lock-Up Letter Agreement shall terminate without any action by the parties and the undersigned shall be released from its obligations hereunder.

Notwithstanding anything to the contrary, it is hereby agreed and acknowledged that (i) the Adventure Shareholders (as defined in the Merger Agreement) and their respective affiliates may, collectively and, among them as they shall mutually agree, pledge or hypothecate up to an aggregate of 750,000 of their shares in Adventure to banks or other financial institutions to collateralize bona fide personal borrowings, and (ii) in the event any warrants held by the Trinity Directors (as defined in the Merger Agreement) are called for redemption in accordance with the terms of such warrants and, following such call for redemption, a Trinity Director exercises any such warrants, then this Lock-Up Agreement shall not apply to up to one half of the shares received by such Trinity Director upon exercise of each series of such warrants.

Yours very truly,

Name:

EXHIBIT 10.18

POSEIDON CAPITAL CORP.
115 EAST 57TH STREET
NEW YORK, NEW YORK 10022

May 3, 2005

FreeSeas Inc.
93 Atki Miaouli
Piraeus, Greece

Gentlemen:

This letter agreement (the "Agreement") when executed by the parties constitutes the entire understanding and agreement between FreeSeas Inc. (the "Company") and Poseidon Capital Corp. ("Poseidon") relating to the matters set forth herein.

1. TRANSACTION SERVICES. Poseidon shall seek to arrange a business combination between the Company and Trinity Partners Acquisition Company, Inc., a U.S. Public Company ("Trinity") pursuant to which Trinity will be merged with and into the Company and the shareholders of the Company will become the principal shareholders of the surviving entity (the "Transaction"). In connection therewith, Poseidon shall attend meetings with the Company and/or Trinity, advise and consult with the Company regarding relative valuations of the Company and Trinity, negotiate with Trinity regarding valuation and structure of the Transaction, advise the Company with respect to attorneys and accountants for the Transaction, assist the Company in dealing with attorneys and accountants, advise and consult with the Company regarding the U.S. public markets and NASDAQ and/or AMEX listings and perform such other services with respect to the Transaction as the Company may reasonably request.

2. TRANSACTION COMPENSATION. As compensation for services rendered in connection with the Transaction, the Company shall pay to Poseidon the sum of $200,000 upon closing of the Transaction and thereafter the sum of $400,000 payable in 20 equal monthly installments on the first day of each month commencing July 1, 2005, evidenced by a promissory note.

3. FINANCIAL CONSULTING SERVICES. In addition to the foregoing, Poseidon and the Company agree that Poseidon shall for a period of one year from the date of the closing of the Transaction, render certain financial and consulting services and advice to the Company including, but not limited to, advice with respect to private placement or public offerings of equity or debt securities in the U.S. or foreign capital markets, introductions to U.S. and foreign investment banking firms, ongoing development of the Company's business plan and business expansion strategy, evaluation and recommendation of financing options and strategic relationships, and such other services as the Company may reasonably request.

4. FINANCIAL CONSULTING COMPENSATION. As compensation for services rendered pursuant to Article 3 hereof, the Company shall pay Poseidon the aggregate sum of $400,000, payable in amounts equal to 5% of each $1,000,000 as

and when received by the Company from the exercise of company warrants to be outstanding upon consummation of the Transaction, it being understood that Poseidon shall not directly or indirectly be engaged in any warrant exercise solicitation. The provisions of this Section 4 shall survive the expiration of this Agreement.

5. REIMBURSEMENT OF EXPENSES. The Company shall reimburse Poseidon for all pre-approved travel expenses incurred in connection with the Transaction.

6. INDEMNIFICATION. The Company will indemnify Poseidon against all claims, damages, liabilities, and litigation expenses (including Poseidon's reasonable attorney's fees and expenses), as the same are incurred relating to or arising out of its activities hereunder and caused by fraudulent activities, material misstatements, or willful misconduct of the Company, except to the extent that any claims, damages, liability, or expenses are found in a final judgment by a court of competent jurisdiction to have resulted from Poseidon's willful misconduct or gross negligence in performing the services described above. The indemnity provisions contained in this paragraph shall remain in full force and effect regardless of any termination of this Agreement.

7. CONFIDENTIALITY. This Agreement shall be considered private and confidential by the signatories to this Agreement except as otherwise required by law. Poseidon shall agree and require a written commitment from anyone to whom Poseidon provides such information to keep confidential and maintain in strict confidence all non-public information received in the course of this engagement and to return such information to the Company upon request.

8. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements written or oral between the Company and Poseidon with respect to the subject matter contained herein, including the letter agreement dated December 10, 2004.

9. GOVERNING LAW. This Agreement shall be governed by New York law without reference to its conflict of law provisions. Any dispute arising under this Agreement shall be subject to arbitration in New York City.

We very much look forward to working together with you to successfully complete this exciting and timely assignment.

Sincerely,

Agreed and accepted:

Poseidon Capital Corp.                    FreeSeas Inc.

By: /s/ Robert F. DiMarsico               By: /s/ George D. Gourdomichalis
    -----------------------------            ----------------------------------
     Robert F. DiMarsico                     George D. Gourdomichalis
     Managing Director                       Chairman/President

EXHIBIT 10.19

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) [LOGO] STANDARD SHIP MANAGEMENT AGREEMENT PART 1 CODE NAME: "SHIPMAN 98"

1. Date of Agreement 15 APRIL 2005

2. Owners (name, place of registered office and law of registry) (Cl.1) ADVENTURE FOUR S.A.

Name
TRUST COMPANY COMPLEX

Place of registered office
AJELTAKE ROAD, AJELTAKE ISLAND

Law of registry
MAJURO, MARSHALL ISLANDS

3. Managers (name, place of registered office and law of registry) (Cl. 1) FREE BULKERS S.A.

Name
TRUST COMPANY COMPLEX, AJELTAKE ROAD

Place of registered office
AJELTAKE ISLAND, MAJURO, MARSHALL ISLANDS

Law of registry WITH OFFICES AT AKTI MIAOULI 93
PIRAEUS, GR 18538, GREECE

4. Day and year of commencement of Agreement (Cl. 2) 15 april 2005

5. Crew Management (state "yes" or "no" as agreed) (Cl.3.1) YES

6. Technical Management (state "yes" or "no" as agreed) (Cl. 3.2) YES

7. Commercial Management (state "yes" or "no" as agreed) (Cl. 3.3) YES

8. Insurance Arrangements (state "yes" or "no" as agreed) (Cl. 3.4) YES

9. Accounting Services (state "yes" or "no" as agreed) (Cl. 3.5) YES

10. Sale or purchase of the Vessel (state "yes" or "no" as agreed) (Cl. 3.6) YES, 1.00% OF GROSS AMOUNT

11. Provisions (state "yes" or "no" as agreed) (Cl. 3.7) YES

12. Bunkering (state "yes" or "no" as agreed) (Cl. 3.8) YES

13. Chartering Services Period (only to be filled in if "yes" stated in Box 7)
(Cl 3.3(i)) YES, 1.25% OF GROSS FREIGHT, DEMURRAGE, MIRE.

14. Owners' Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) YES

15. Annual Management Fee (state annual amount) (Cl. 8.1) USD 15,000 Per month or prorata

16. Severance Costs (state maximum amount) (Cl.8.4(ii))

17. Day and year of termination of Agreement (Cl. 17) PER CLAUSE 17

18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) ENGLISH LAW, LONDON ARBITRATION

19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) c/o FREE BULKERS S.A. unless otherwise notified in writing

20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) 93 AKTI MIAOULI PIRAEUS, GR 18538, GREECE
TEL: +30-210-4528770 FAX: +30-210-4291010

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details or Vessel), "B" (Details of Crew), "C" (Budget) and "D" (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C" and "D" shall prevail over those of PART II to the extent of such conflict but no further.

Signature(s)(Owners) Signature(s)(Managers)

/s/ George D. Gourdomichalis                    /s/ Etstathios D. Gourdomichalis

Printed and sold by Fr. G. Knudtzons Bogtrykkeri A/S,Vallensbaekvej 61, DK-2625
Vallensbaek.Fax: + 4543660708

The Baltic and International Maritime Council (BIMCO), Copenhagen ISSUED: August 1998

PART II
"SHIPMAN 98" STANDARD SHIP MANAGEMENT AGREEMENT

1. DEFINITIONS

In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.

"Owners" means the party identified in Box 2.

"Managers" means the party identified in Box 3.

"Vessel" means the vessel or vessels details of which are set out in Annex "A" attached hereto.

"Crew" means the Master, officers and ratings of the numbers, rank and nationality specified in Annex "B" attached hereto.

"Crew Support Costs" means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing an efficient and economic management service and, without prejudice to the generality of the foregoing, shall include the cost of crew standby' pay, training schemes for officers and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews.

"Severance Costs" means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel.

"Crew Insurances" means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

"Management Services" means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741 (18) or any subsequent amendment thereto.

"STCW 95" means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.

2. APPOINTMENT OF MANAGERS

With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

3. BASIS OF AGREEMENT

Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.

3.1 Crew Management

(only applicable if agreed according to Box 5)

The Managers shall provide suitably qualified Crew for the Vessel as required by the Owners in accordance with the STCW 95 requirements, provision of which includes but is not limited to the following functions:

(i) selecting and engaging the Vessel's Crew, including payroll arrangements, pension administration, and insurances for the Crew other than those mentioned in Clause 6;

(ii) ensuring that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification and certification of the Crew and employment regulations including Crew's tax, social insurance, discipline and other requirements;

(iii) ensuring that all members of the Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate flag State requirements. In the absence of applicable flag State requirements the medical certificate shall be dated not more than three months prior to the respective Crew members leaving their country of domicile and maintained for the duration of their service on board the Vessel;

(iv) ensuring that the Crew shall have a command of the English language of a sufficient standard to enable them to perform their duties safely;

(v) arranging transportation of the Crew, including repatriation;

(vi) training of the Crew and supervising their efficiency;

(vii) conducting union negotiations;

(viii) operating the Managers' drug and alcohol policy unless otherwise agreed.

3.2 TECHNICAL MANAGEMENT

(only applicable if agreed according to Box 6)

The Managers shall provide technical management which includes, but is not limited to, the following functions:

(i) provision of competent personnel to supervise the maintenance and general efficiency of the Vessel;

(ii) arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel to the standards required by the Owners provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the Vessel will comply with the law of the flag of the Vessel and of the places where she trades, and all requirements and recommendations of the classification society;

(iii) arrangement of the supply of necessary stores, spares and lubricating oil;

(iv) appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary;

(v) development, implementation and maintenance of a Safety Management System (SMS) in accordance with the ISM Code (see sub-clauses 4.2 and 5.3).

3.3 COMMERCIAL MANAGEMENT

(only applicable if agreed according to Box 7)

The Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes, but is not limited to, the following functions:

(i) providing chartering services in accordance with the Owners' instructions which include, but are not limited to, seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment of the Vessel. If such a contract exceeds the period stated in Box 13, consent thereto in writing shall first be obtained from the Owners.

(ii) arranging of the proper payment to Owners or their nominees of all hire and/or freight revenues or other moneys of whatsoever nature to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.

(iii) providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or despatch moneys due from or due to the charterers of the Vessel;

(iv) issuing of voyage instructions;

(v) appointing agents;

(vi) appointing stevedores;

(vii) arranging surveys associated with the commercial operation of the Vessel.

3.4 INSURANCE ARRANGEMENTS

(only applicable if agreed according to Box 8)

The Managers shall arrange insurances in accordance with Clause 6, on such terms and conditions as the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles and franchises.

3.5 ACCOUNTING SERVICES

(only applicable if agreed according to Box 9)

The Managers shall:

(i) establish an accounting system which meets the requirements of the Owners and provide regular accounting services, supply regular reports and records,

(ii) maintain the records of all costs and expenditure incurred as well as data necessary or proper for the settlement of accounts between the parties.

3.6 SALE OR PURCHASE OF THE VESSEL

(only applicable if agreed according to Box 10)

The Managers shall, in accordance with the Owners' instructions, supervise the sale or purchase of the Vessel, including the

PART II
"SHIPMAN 98" STANDARD SHIP MANAGEMENT AGREEMENT

performance of any sale or purchase agreement, but not negotiation of the same.

3.7 PROVISIONS (only applicable it agreed according to Box 11) The Managers shall arrange for the supply of provisions.

3.8 BUNKERING (only applicable if agreed according to Box 12) The Managers shall arrange for the provision of bunker fuel of the quality specified by the Owners as required for the Vessel's trade.

4. MANAGERS' OBLIGATIONS

4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.

4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the "Company" as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

5. OWNERS' OBLIGATIONS

5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.

5.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:

(i) procure that all officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95;

(ii) instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the operation of the Managers' safety management system.

5.3 Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that they, or such other entity as may be appointed by them and identified to the Managers, shall be deemed to be the "Company" as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

6. INSURANCE POLICIES

The Owners shall procure, whether by instructing the Managers under sub-clause 3.4 or otherwise, that throughout the period of this Agreement:

6.1 at the Owners' expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for:

(i) usual hull and machinery marine risks (including crew negligence) and excess liabilities;

(ii) protection and indemnity risks (including pollution risks and Crew Insurances); and

(iii) war risks (including protection and indemnity and crew risks) in accordance with-the best practice of prudent owners of vessels of a similar type to the Vessel, with first class insurance companies, underwriters or associations ("the Owners' Insurances");

6.2 all premiums and calls on the Owners' Insurances are paid promptly by their due date,

6.3 the Owners' Insurances name the Managers and, subject to underwriters' agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in sub-clause 6.1:

(i) if reasonably obtainable, on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners' Insurances; or

Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left blank then (i) applies.

6.4 written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners' Insurances.

7. INCOME COLLECTED AND EXPENSES PAID ON BEHALF OF OWNERS

7.1 All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account.

7.2 All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7.1 but shall in any event remain payable by the Owners to the Managers on demand.

8. MANAGEMENT FEE

8.1 The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management fee as stated in Box 15 which shall be payable by equal monthly instalments in advance, the first instalment being payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month.

8.2 The management fee shall be subject to review upon mutual agreement.

8.3 The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and other out of pocket expenses property incurred by the Managers in pursuance of the Management Services.

8.4 In the event of the appointment of the Managers being terminated by the Owners or the Managers In accordance with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold or otherwise disposed of, the "management fee" payable to the Managers according to the provisions of sub-clause 8.1, shall continue to be payable for a further period of three calendar months as from the termination date. In addition, provided that the Managers provide Crew for the Vessel in accordance with sub-clause 3.1:

(i) the Owners shall continue to pay Crew Support Costs during the said further period of three calendar months and

(ii) the Owners shall pay an equitable proportion of any Severance Costs which may materialize, not exceeding the amount stated in Box 16.

8.5 If the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than three months, an appropriate reduction of the management fee for the period exceeding three months until one month before the Vessel is again put into service shall be mutually agreed between the parties.

8.6 Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.

9. BUDGETS AND MANAGEMENT OF FUNDS

9.1 The Managers shall present to the Owners annually a budget for the following twelve months in such form as the Owners require. The budget for the first year hereof is set out in Annex "C" hereto. Subsequent annual budgets shall be prepared by the Managers and submitted to the Owners not less than three months before the anniversary date of the

PART II
"SHIPMAN 98" STANDARD SHIP MANAGEMENT AGREEMENT

commencement of this Agreement (see Clause 2 and Box 4).

9.2 The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have accepted the proposed budget.

9.3 Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each month up-date this estimate. Based thereon, the Managers shall each month request the Owners in writing for the funds required to run the Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the Owners of the Managers' written request and shall be held to the credit of the Owners in a separate bank account.

9.4 The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel in such form as required by the Owners monthly or at such other intervals as mutually agreed.

9.5 Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services.

9.6 Notwithstanding the above, the owners retain their right to directly pay any expenses related to the vessel from their account.

10. MANAGERS' RIGHT TO SUB-CONTRACT

The Managers shall not have the right to sub-contract any of their obligations hereunder, including those mentioned in sub-clause 3.1, without the prior written consent of the Owners which shall not be unreasonably withheld. In the event of such a sub-contract the Managers shall remain fully liable for the due performance of their obligations under this Agreement.

11. RESPONSIBILITIES

11.1 FORCE MAJEURE - Neither the Owners nor the Managers shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.

11.2 LIABILITY TO OWNERS - (i) Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers' personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers' liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder.

(ii) Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be liable for any of the actions of the Crew, even if such actions are negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations under sub-clause 3.1, in which case their liability shall be limited in accordance with the terms of this Clause 11.

11.3 INDEMNITY - Except to the extent and solely for the amount therein set out that the Managers would be liable under sub-clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.

11.4 "HIMALAYA" - It is hereby expressly agreed that no employee or agent of the Managers (including every sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising of resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 11, every exemption, limitation condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

12. DOCUMENTATION

Where the Managers are providing Technical Management in accordance with sub-clause 3.2 and/or Crew Management in accordance with sub-clause 3.1, they shall make available, upon Owners' request, all documentation and records related to the Safety Management System (SMS) and/or the Crew which the Owners need in order to demonstrate compliance with the ISM Code and STCW 95 or to defend a claim against a third party.

13. GENERAL ADMINISTRATION

13.1 The Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.

13.2 The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.

13.3 The Managers shall also have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel.

13.4 The Owners shall arrange for the provision of any necessary guarantee bond or other security.

13.5 Any costs reasonably incurred by the Managers in carrying out their obligations according to Clause 13 shall be reimbursed by the Owners.

14. AUDITING

The Managers shall at all times maintain and keep true and correct accounts and shall make the same available for inspector and auditing by the Owners at such times as may be mutually agreed. On the termination, for whatever reasons, of this Agreement, the Managers shall release to the Owners, if so requested, the originals where possible, or otherwise certified copies,of all such accounts and all documents specifically relating to the Vessel and her operation.

15. INSPECTION OF VESSEL

The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect the Vessel for any reason they consider necessary.

16. COMPLIANCE WITH LAWS AND REGULATIONS

The Managers will not do or permit to be done anything which might cause any breach or infringement of the laws and regulations of the Vessel's flag, or of the places where she trades.

17. DURATION OF THE AGREEMENT

This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall continue until terminated by either party giving to the other-notice in writing, in which event the Agreement shall

PART II
"SHIPMAN 98" STANDARD SHIP MANAGEMENT AGREEMENT

terminate upon the expiration of a period of two months from the date upon which such notice was given.

18. TERMINATION

18.1 OWNERS' DEFAULT

(i) The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys payable by the Owners under this Agreement and/or the owners of any associated vessel, details of which are listed in Annex "D", shall not have been received in the Managers' nominated account within ten running days of receipt by the Owners of the Managers written request or if the Vessel is repossessed by the Mortgagees.

(ii) If the Owners:

(a) fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any reason within their control, or

(b) proceed with the employment of or continue to employ the Vessel in the carriage of contraband, blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper,

the Managers may give notice of the default to the Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners fail to remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing.

18.2 MANAGERS' DEFAULT

If the Managers fail to meet their obligations under Clauses 3 and 4 of this Agreement for any reason within the control of the Managers, the Owners may give notice to the Managers of the default, requiring them to remedy it as soon as practically possible. In the event that the Managers fail to remedy it within a reasonable time to the satisfaction of the Owners, the Owners shall be entitled to terminate the Agreement with immediate effect by notice in writing.

18.3 EXTRAORDINARY TERMINATION

This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned.

18.4 For the purpose of sub-clause 18.3 hereof

(i) the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Owners cease to be registered as Owners of the Vessel;

(ii) the Vessel shall not be deemed to be lost unless either she has become an actual total loss of agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

18.5 This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

18.6 The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.

19. LAW AND ARBITRATION

19.1 This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

19.2 This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Agreement shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

19.3 This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

19.4 If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.

Note: 19.1, 19.2 and 19.3 are alternatives; indicate alternative agreed in Box 18.

20. NOTICES

20.1 Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

20.2 The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.

ANNEX "A" (DETAILS OF VESSEL OR VESSELS) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98"

Date of Agreement: 15 APRIL 2005

Name of Vessel(s): M/V "FREE FIGHTER"

Particulars of Vessel(s): BUILT 1984

IMO # 8027755

FLAG PANAMA

CLASS LRS

GRT 23,696/NRT 14,790

ANNEX "B" (DETAILS OF CREW) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98"

Date of Agreement: 15 APRIL 2005

Details of Crew: AT MANAGER'S DISCRETION/AUTHORITY

Numbers Rank Nationality

ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98"

Date of Agreement: 15 APRIL 2005

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

AT MANAGER'S DISCRETION/AUTHORITY

ANNEX "D" (ASSOCIATED VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98"

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

Date of Agreement: 15 APRIL 2005

Details of Associated Vessels: M/V FREE DESTINY
M/V FREE ENVOY

M/V FREE FIGHTER

EXHIBITS 10.20

AGREEMENT NO. 1 OF JULY 22, 2005 TO THE "SHIPMAN 98" AGREEMENT
DATED JULY 1, 2004 BETWEEN ADVENTURE TWO S.A. & FREE BULKERS S.A.

IT IS TODAY MUTUALLY AGREED THAT THE FOLLOWING AMENDMENTS ARE IN FORCE

BOX 10 - YES, 1% OF GROSS AMOUNT

BOX 13 - YES, 1.25 % OF GROSS FREIGHT, DEMURRAGE HIRE PAYABLE ON FIXTURES AFTER REDELIVERY FROM CP DD JUNE 30, 2004

THE OWNERS THE MANAGERS

/s/ George D. Gourdomichalis                            /s/ Ion G. Varouxakis

EXHIBIT 10.21

AGREEMENT NO. 1 OF JULY 22, 2005 TO THE "SHIPMAN 98" AGREEMENT
DATED JULY 1, 2004 BETWEEN ADVENTURE TWO S.A. & FREE BULKERS S.A.

IT IS TODAY MUTUALLY AGREED THAT THE FOLLOWING AMENDMENTS ARE IN FORCE

BOX 10 - YES, 1% OF GROSS AMOUNT

BOX 13 - YES, 1.25 % OF GROSS FREIGHT, DEMURRAGE HIRE PAYABLE ON FIXTURES AFTER REDELIVERY FROM CP DD JUNE 30, 2004

THE OWNERS THE MANAGERS

/s/ George D. Gourdomichalis                           /s/ Ion G. Varouxakis

EXHIBIT 23.3

[PricewaterhouseCoopers Logo]

PricewaterhouseCoopers S.A.
268 Kifissias Avenue
152 32 Halandri
Greece
www.pricewaterhousecoopers.gr
e-mail: pwc.greece@pwcglobal.com
Tel.: 30-210-6874 400
Fax: 30-210-8674 444

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 1 to Registration Statement on Form F-1 ("Amendment No. 1") of our report dated May 11, 2005 relating to the consolidated financial statements for the year ended December 31, 2004. We also consent to the reference to us under the heading "Experts" in such Amendment No. 1.

/s/ PricewaterhouseCoopers S.A.
---------------------------------
PricewaterhouseCoopers S.A.
Piraeus, Greece
July 22, 2005

EXHIBIT 23.4

[J.H. Cohn LLP logo]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Amendment No.1 to Form F-1 Registration Statement of our report, dated February 15, 2005, except for note 8 as to which the date is May 11, 2005, on our audit of the financial statements of Trinity Partners Acquisition Company Inc. as of December 31, 2004 and for the period from inception (April 14, 2004) to December 31, 2004. We also consent to the reference to our Firm under the caption "Experts" in this Registration Statement.

/s/ J.H. Cohn
----------------------------------
J.H. Cohn LLP

Jericho, New York
July 22, 2005

EXHIBIT 99.1

CERTIFICATION AND CONSENT

I, DIMITRIOS GERMIDIS, hereby certify to FreeSeas Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Company"), as follows:

1. I have received a copy of the preliminary Joint Proxy Statement/Prospectus for the Company's Special Meeting of Shareholders to be held as described in the Joint Proxy Statement/Prospectus (the "Proxy Statement").

2. I understand that I have been named in the Proxy Statement as a nominee for appointment as a director of the Company upon consummation of the merger described in the Proxy Statement, and I hereby consent to being named as such therein.

3. I hereby consent to serve as a director of the Company if appointed.

IN WITNESS WHEREOF, I have executed this Certification and Consent this 31 day of May, 2005.

/s/ DIMITRIOS GERMIDIS
--------------------------
DIMITRIOS GERMIDIS

EXHIBIT 99.2

CERTIFICATION AND CONSENT

I, FOCKO H. NAUTA, hereby certify to FreeSeas Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Company"), as follows:

3. I hereby consent to serve as a director of the Company if appointed.

IN WITNESS WHEREOF, I have executed this Certification and Consent this 30th day of May, 2005.

/s/  FOCKO H. NAUTA
--------------------------
FOCKO H. NAUTA

EXHIBIT 99.3

CERTIFICATION AND CONSENT

I, GEORGE I. MARGARONIS, hereby certify to FreeSeas Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Company"), as follows:

3. I hereby consent to serve as a director of the Company if appointed.

IN WITNESS WHEREOF, I have executed this Certification and Consent this 31st day of May, 2005.

/s/ GEORGE I. MARGARONIS
--------------------------
GEORGE I. MARGARONIS


		Securities will contain the same terms, conditions and restrictions that were applicable to the Trinity warrants and options. FreeSeas shareholders will continue to hold the FreeSeas shares they currently own. In addition, the FreeSeas Shareholders will hold 950,000 options and/or warrants to acquire shares in FreeSeas.


Q:		What are the tax consequences of the Merger to me?



A.		We expect that the Merger will be treated as a nontaxable reorganization for U.S. federal income tax purposes. As a result, Trinity stockholders will not recognize gain or loss as a result of the Merger. In addition, Trinity stockholders will not recognize gain or loss upon the exchange of their shares of Trinity Capital Stock solely for shares of FreeSeas common stock pursuant to the Merger. However, a dissenting Trinity stockholder who solely receives cash in exchange for his or her shares of Trinity Capital Stock generally will recognize gain or loss. The federal income tax consequences of the Merger are complicated and may differ for individual stockholders. We strongly urge each Trinity stockholder to consult his or her own tax advisor regarding the federal income tax consequences of the Merger in light of his or her own personal tax situation and also as to any state, local, foreign or other tax consequences arising out of the Merger. Further, we do not give any opinion regarding the tax impact in the event that the Class B Stockholders determine to exercise their redemption rights and we urge you to consult with your own tax advisor.


Q:		What do I need to do now?

A:		After carefully reading and considering the information contained in this joint proxy statement/ prospectus, please vote your shares of Trinity Class B common stock as soon as possible. You may vote your shares prior to the special meeting by signing and returning the enclosed proxy card. If you hold your shares in “street name” (which means, in other words, that you hold your shares through a bank, brokerage firm or nominee), you must vote in accordance with the instructions on the voting instruction card that your bank, brokerage firm or nominee provides to you.

Q:		If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:		No. Your bank, brokerage firm or nominee cannot vote your shares without instructions from you. You should instruct your bank, brokerage firm or nominee how to vote your shares, following the instructions contained in the voting instruction card that your bank, brokerage firm or nominee provides to you.

Q:		What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:		Abstaining from voting or failing to instruct your bank, brokerage firm or nominee to vote your shares will have the same effect as a vote “against” the merger.


Q:		If I vote against the Merger, what factors should I consider in determining whether to apply for redemption rights or exercise my statutory appraisal rights?



A:		If you apply for redemption rights, you will receive a fixed amount of money in exchange for your Trinity shares at a fixed point in time. However, if you exercise your statutory appraisal rights, a court will determine the amount you will receive for your Trinity shares and such amount may be either greater or less than the amount you would receive if you apply for redemption rights. Furthermore, the process of exercising your statutory appraisal rights may be time consuming and therefore you may receive payment for your shares much later than you would if you apply for your redemption rights. We do not give any opinion regarding the whether it would be more beneficial for Class B stockholders to apply for redemption rights or to exercise their statutory appraisal rights and we urge you to consult with your own financial and legal advisors.


Q:		Can I change my vote after I have mailed my proxy card?

A:		Yes. You may change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee


		(iv) sell any material assets (except in the ordinary course of business) or businesses, or (v) enter into any contract, agreement, commitment or arrangement to do any of the foregoing;

	•	each of Trinity and FreeSeas shall use reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by the Merger Agreement;

	•	each of Trinity and FreeSeas shall confer on a regular basis with one or more representatives of the other to report on material operational matters and the general status of ongoing operations; and

	•	each of Trinity and FreeSeas shall file with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to the Exchange Act.



		warranties of Trinity contained in the Merger Agreement shall be true and correct in all material respects (except for those representations and warranties which are themselves limited by a reference to materiality, which shall be true and correct in all respects other than as modified) on and as of (i) the date made and (ii) the closing date (in each case except in the case of representations and warranties expressly made solely with reference to a particular date, which shall be true and correct in all material respects as of such date) and FreeSeas and the FreeSeas Shareholders shall have received a certificate of the President of Trinity to that effect;



	•	FreeSeas shall have received an opinion from Seward & Kissel LLP, counsel to Trinity, in form and substance reasonably satisfactory to FreeSeas and its counsel, which shall include, among other things, an opinion that there will not be any recognition of gain to Trinity or Trinity stockholders upon consummation of the Merger;


	•	FreeSeas shall have received a “comfort” letter from J.H. Cohn LLP, independent public accountants for Trinity, with respect to certain financial statements of Trinity and other related financial information included in this joint proxy statement/ prospectus in customary form;

	•	Since the date of the Merger Agreement, there shall not have been any material adverse effect with respect to Trinity, the likelihood of which was not previously disclosed to FreeSeas and the FreeSeas Shareholders by Trinity or contemplated by the Merger Agreement and Trinity shall have engaged in no business activity since the date of its incorporation other than conducting a public offering of its securities and, thereafter, seeking to effect a merger or similar business combination with an operating business;

	•	FreeSeas shall have received a certificate from the corporate Secretary of Trinity, together with a certified copy of the resolutions duly authorized by Trinity’s Board of Directors authorizing the merger and, if applicable, the transactions contemplated by the Merger Agreement;

	•	FreeSeas shall have received a certificate of good standing for Trinity from the Secretary of State of the State of Delaware dated as of a date that is within five days of the closing date;

	•	Trinity shall have furnished to the FreeSeas Shareholders such additional certificates and other customary closing documents as FreeSeas and the FreeSeas Shareholders may have reasonably requested;


	•	At the effective time of the Merger, Trinity shall have approximately $7,400,000 but not less than $7,000,000 in cash or cash equivalents after giving effect to (a) the payment or accrual on or prior to the effective time of the merger of all expenses incurred by Trinity, including, but not limited to, the fees and expenses of Trinity’s attorneys, accountants and investment bankers (including HCFP), and (b) the aggregate payments to be made to Trinity Class B stockholders exercising their redemption rights and dissenting Trinity stockholders who exercise their statutory appraisal rights, in connection with the transactions contemplated by the Merger Agreement;



	•	At closing, the Trinity capitalization shall be unchanged from that set forth in the Merger Agreement (other than to reflect issuances, if any, of Trinity common stock upon exercises prior to the effective time of the Merger of Trinity’s warrants);


	•	FreeSeas and the FreeSeas Shareholders shall have received a lock-up letter agreement signed by each officer and director of Trinity, in form and substance satisfactory to FreeSeas, the FreeSeas Shareholders and Trinity (“Lock-Up Agreements”);


	•	FreeSeas and the FreeSeas Shareholders shall have received written resignations from each of Trinity’s directors and officers and which resignations, by their respective terms, shall become effective immediately prior to the effective time of the Merger;


	•	Trinity shall have conducted the operation of its business in material compliance with all applicable laws and all approvals required of Trinity under applicable law to enable Trinity to perform its obligations under the Merger Agreement shall have been obtained; and


	Trinity of a business combination or (b) the distribution of Trinity’s trust fund to its Class B stockholders.

(2)	Based on information contained in a Schedule 13G filed by Edward S. Gutman in March 2005, Mr. Gutman has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 146,700 shares of Trinity Class B common stock. Such Schedule 13G states that 21,000 of such shares are held by the Gutman Family Foundation, of which Mr. Gutman is the President.

(3)	Based on information contained in two Schedule 13G’s filed by Jack Silver in February 2005, Mr. Silver has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 48,000 shares of common stock and 100,000 shares of Trinity Class B common stock. Such Schedule 13G states that all of such shares are held by the Sherleigh Associates Profit Sharing Plan, a trust of which Mr. Silver is the trustee.

(4)	Based on information contained in a Schedule 13G filed by Ramapo Trust in October 2004, Ramapo Trust has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 45,000 Series B Units, which consists of 90,000 shares of Class B common stock, Class W Warrants to purchase 45,000 shares of common stock and Class Z Warrants to purchase 45,000 shares of common stock.


(5)	Includes 3,000 shares of common stock owned by the wife of Mr. Burstein and 1,000 shares of common stock owned by the daughter of Mr. Burstein, of which shares Mr. Burstein disclaims beneficial ownership.


	the aggregate, represent a fundamental change in the information set forth in the registration statement; and

	(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.