Contract

Charter Vessel is a fully equipped J/42 sailboat professionally maintained and serviced, and docked in Newport Harbor.

THIS BAREBOAT CHARTER PARTY AGREEMENT is made as of the day of Select Month January February March April May June July August September October November December , Select Year 2004 2005 2006 by and between

SHANOMET COMPANY, LLC, a Rhode Island limited liability company with an address c/o Mr. Anthony Iacono, 218 Mansion House Drive, West Chester, PA 19382 Telephone: 484-432-1171 (the “Owner”)

and

Name of Charterer:
Address of Charterer:
	(the “Charterer”)

Charter/Charter Period: In consideration of the following mutual covenants, obligations, and promises contained in this agreement (including, but not limited to telephone interviews between Shanomet Company, or it’s agents and the charterer, the terms and acknowledgements set forth in the attached Check In/Check-Out form (the “CICO Form”) and the representations made by the Charterer in the Yachting Resume, attached and incorporated herein by reference (the “Agreement”), Company agrees to let the Vessel AFFINITY, a 1998 J/42 Sailboat, and the charterer agrees to hire the vessel solely for the purposes expressly set forth in this Agreement, and subject to the restrictions set forth herein, to the Charterer beginning on the day of Select Month January February March April May June July August September October November December at time in Mystic Connecticut, or the agreed upon port, and to return the yacht to Mystic, or the agreed upon port of on the day of Select Month January February March April May June July August September October November December at time (the “Charter Period”)

Charter Fee: Charterer shall pay the Company a fee (“Charter Fee”) of $ for the Charter Period of which amount a $250.00 reservation deposit will hold the charter for 15 days, until a signed agreement is received. The balance equal to a 50% deposit will be due with the singned agreement to secure the charter, the final 50% will be due 14 days before boarding.

Security Deposit: A Security Deposit of $ 3,750 will also be payable 14 days in advance of boarding by cash, certified check or traveler’s checks. The security deposit shall be held in escrow by the Company. The security deposit, less any retention as provided herein, shall be returned to the charterer within ten (10) days of the end of the charter period providing the vessel is returned to Company in the condition in which it is delivered to Charterer (save for normal “wear and tear”) and following Company’s satisfactory physical inspection of the vessel and completion of the Check In Check Out (“CICO”) Form.

Return of Security Deposit: Without prejudice to any of Company’s rights, whether at law, in equity or under this Agreement, Company shall have the right to deduct from the security deposit any and all costs and fees associated with, but not limited to, the provisions and set forth in the CICO Form. This includes such items as repairs of any damage or lost items to the Chartered Vessel, clean up costs, refueling costs, holding tank pump-out costs, lost items such as winch handles ect. In the event of any material breach of this Agreement by Charterer, the security deposit shall be forfeited as liquidated damages. If there is damage or loss that cannot be resolved within the 10 days after termination of the charter, the refund will be withheld by Company or it agent until the matter is resolved.

Cancellation: In the event Charterer wishes to cancel the charter, the deposit shall be retained by Owner as liquidated damages, unless Owner shall have been able to re-charter the boat for at least the same charter fee, in which case the Deposit, less a $250 cancellation fee, shall be returned to Charterer when the replacement fee is received. No return of any portion of the deposit will be made if said cancellation is made less than ten (10) days prior to the scheduled beginning of the charter, and Charterer shall be liable for any unpaid balance of the charter fee.

Insurance: The Owner agrees to keep the boat fully insured up to $250,000 against fire, marine and collision risks for the term of the charter, and liability insurance in the amount of $1,000,000 for the protection of the charterer and agent/owner. Notwithstanding the foregoing, the Charterer shall indemnify and hold harmless the Owner for any damage to persons or property, including the chartered boat, in excess of the above policy limits. In case of any accident or disaster the charterer shall give notice to the owner/ agent within 24 hours of any such occurance.

Damage: Charterer shall promptly notify Company [at the phone number listed above (or such other number provided to Charterer) of any and all damage (save for “normal wear and tear”), loss, accidents, groundings, or injuries suffered by the Chartered Vessel, the Charterer, Charterer’s crew and/or guests, or to any third party by the Chartered Vessel.

Delivery: The Owner agrees to deliver the boat at the agreed port of boarding in full commission and in proper working order, with full equipment inclusive of that required by law, befitting a yacht of her size and with accommodations and furnisings, including dinner ware and cooking facilities, all in good condition and ready for service provided the Charterer has met all of Charterer’s required obligations prior to delivery of the Vessel. (including payment of the Charter Fee and security deposit) The vessel will be delivered ready for service (which will be acknowledged by the Charterer in the Check In Check Out Form). Should it be impossible for the Owner to make delivery as stipulated through causes beyond his control, and should such delivery be not made within 24 hours thereafter, then this agreement may be cancelled by the Charterer and any charter money paid in advance shall be returned to him by the Owner. If the Charterer does not cancel the charter, Owner shall allow a pro-rata credit for the delay in delivery of the boat. In any event, no damages or liability shall attach to the Owner for inability to deliver the boat at the time set forth herein, except for the return or reduction of the charter fee as provided herein. Company reserves the right to verify the charterer is competent at the time of delivery by subjecting the charterer to whatever test are deemed appropriate by the company or it’s agent under the circumstances presented at time of delivery. The company shall have the right to provide a hired hand, at charterer’s expense, to assist charterer in achieving competency or to captain the vessel. Should a hired hand be unavailable the Company shall have the right to restrict the charterer’s use of the vessel to occupancy at the dock until a suitable hand does become available.

Defective Conditions Refund: In the event of a mechanical failure or breakdown which renders the Vessel inoperable or unsafe for operation (a “Defective Condition”), Charterer shall immediately notify Company thereof by telephone at the number listed above (or such other number(s) as may be provided by Company to Charterer). Provided such Defective Condition is not due to any act, omission or default of Charterer, and such Defective Condition is not cured within twenty-four (24) hours of Charterer’s notice to Company, Company will refund a pro-rata portion of the Charter Fee (exclusive of the security deposit) (“Refund”) to Charterer upon expiration or termination of the Charter Period. The amount of such Refund shall be determined by multiplying the Charter Fee (excluding the security deposit) by a fraction; the numerator of which is the number of days the Defective Condition lasts and the denominator of which is the number of days comprising the Charter Period. If the Defective Condition cannot be remedied within forty-eight (48) hours (provided that the Defective Condition and the cause thereof can be identified readily by Company or its representative, the charterer will have the right to terminate this Agreement and Company will remit to charerer the refund less any deductins for damage not associated with the Defective Condition promptly following Company’s inspection of the Chartered Vessel. Company’s sole liability to Charterer for termination by Charterer under this paragraph shall be limited to the Refund calculated in accordance with the terms of this paragraph, and under no circumstances shall Company by liable to Charterer for any consequential or incidental damages. Charterer’s use of the Vessel following the discovery of a Defective Condition shall be entirely at the Charterer’s risk and the Charterer assumes all liabilities of injury and damage to all personal property that may become involved by its continued use.

Loss or Damage to Equipment: The Charterer shall be liable to the Owner for all loss or damage to equipment, accessories or other personal property belonging to the Owner as a result of Charterer’s negligence or accident during the charter period. Any loss of, or damage to, such equipment or personal property may be deducted from the security deposit. Owner shall provide a detailed list of any items for which monies are being deducted from the security deposit.

Running Expenses: The Charterer agrees to accept the boat as hereinbefore provided and to pay all running expenses during the term of the charter.

Navigation Limits: The Charterer agrees to restrict the cruising of the boat to the navigable waters of Long Island Sound to the Southern Shore of Cape Cod to Nantucket Island. Navigation beyond these limits without written permission by Company shall constitute default of this agreement in which event the Owner or his agent may immediately board the described vessel and resume possession of her. All sums paid under this agreement, including the security deposit, shall be forfeited as damages, without prejudice, however, to the rights of the Owner to sue and collect for the costs of returning the boat to the port of boarding, together with any legal fees incurred in such suit.

Restricted Use: The Charterer agrees to restrict use to the waters of coastal New England between Long Island Sound and the South Shore of Cape Cod to Nantucket Island. IN DAYLIGHT HOURS ONLY (one half-hour past sunset and one half-hour before sunrise) NO NIGHT SAILING PERMITTED.

The Charterer acknowledges that among other areas Woods Hole and the entrance to Long Island Sound, the Connecticut and Mystic Rivers are extremely hazardous passages they are narrow, winding in nature, with many obstructions. The Woods Hole passage has a high volume of traffic and strong currents which require a high level of skill on the part of any skipper and, as such, the Charterer agrees to use the Woods Hole Passage only in visibility of least 3 miles and within one hour of slack tide with the motor warmed up and running. The Charterer agrees to use Quicks’ Hole as an alternative passage between Buzzards Bay and Vineyard Sound in all other conditions. The Charterer further agrees to furl sails before entering narrow harbor entrances.

The Charterer agrees that the boat shall be employed exclusively as a pleasure vessel for the sole and proper use of himself, his family, guests during the term of this charter, and shall not transport merchandise or carry passengers for pay or race or engage in trade or in any way violate the laws of the United States, or any other Government within the jurisdiction of which the yacht may be at any time, and shall comply with the law in all other respects. The boat shall be operated in strict compliance with all federal, state and local laws and regulations, and use of any illegal drugs or other substances is strictly prohibited.

Re-delivery: The Charterer agrees to surrender the boat at the expiration of this charter as provided above, free and clear of any liens or indebtedness that may have been incurred during the term of charter and in as good condition as when the delivery was taken, fair wear and tear from ordinary use excepted. The Charterer, his agents, and employees have no right or power to permit or suffer the creation of any maritime liens against the boat. The Charterer agrees to indemnify the Owner for any charges or losses in connection therewith, including reasonable attorney fees. Should the Charterer not make re-delivery of the yacht as stipulated the Owner may demand, and receive demurrage at 1-1/2 the stipulated charter rate for the time that such re-delivery is delayed.

Non-Assignment: The Charterer agrees not to assign this agreement or sub-charter the boat without the consent of the Owner in writing.

Default: It is mutually agreed that should any installment of the charter money not be paid on the date designated, the Owner shall have the right to terminate this charter, without prejudice to his rights in respect of any arrears of charter money, including necessary legal fees to collect any such arrears.

Indemnification of Owner: The Charterer will at all times indemnify and keep indemnified the Owner, the Company and its directors, managers, officers and it’s agents from and against any and all actions or causes of action claims, demands, liabilities, loss damage or expense of whatsoever kind including counsel or attorneys fees which they shall or may sustain or incur by reason or in consequence of any act or omission of the Charterer, his agents or others during the term of hire of said boat.

Broker’s and Yacht Service Companys Provisions: The Owner and charterer agrees to indemnify, defend and hold Company Agents and Brokers, hiers and representatives, successors and permitted assigns, harmless against any and all claims, liabilities, costs, loss, damages and expenses (including attorney’s fees, court costs and fees and other legal costs) in connection with any claim, whether or not litigated, arbitrated, reduced to final judgment or settled, arising out of the charter. Owner agrees to pay said broker the mutually agreed upon fees in connection with said charter, and the Yacht Service Company a fee to service the charter. It is further agreed by the Owner and Charterer that ONCE THIS AGREEMENT HAS BEEN SIGNED BY PARTIES, AND A 50% DEPOSIT OF THE CHARTER FEE HAS BEEN PAID, THE BROKER SHALL HAVE NO FURTHER OBLIGATION IN CONNECTION HEREWITH TO EITHER PARTY REGARDING THIS CHARTER, EXCEPT WITH RESPECT TO ANY SECURITY DEPOSIT HELD BY BROKER.

The Charterer and Owner each hereby agree that, while the broker has inspected the yacht and subsequently chosen to offer said yacht for charter to his/her clients, the broker has made no warranties, express or implied, concerning the condition of the yacht or its gear, nor its fitness for charter, and agree to indemnify and hold the Broker harmless from all suits, demands or causes of action, including attorney's fees, arising out of this charter.

The Charterer understands that he/she has the right to survey the yacht personally and/or professionally at his/her own expense, and, hereby accepts waives the right to survey.

In the event the Broker is holding the security deposit, in the event of a dispute between Owner and Charterer, Broker will not in any way act as arbitrator, and will not be required to release said deposit without the written consent of both Owner and Charterer, except as otherwise ordered by a court of competent jurisdiction.

Arbitration Clause: Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, said arbitration to be held in the City and State of the OWNER'S residence, unless another place is mutually agreed upon. Judgment upon any award reached by the Arbitrator(s) may be entered in any Court of said State having jurisdiction thereof.

Bareboat Charter: It is agreed that this charter is "bareboat”. Owner is transferring all right and responsibility for operating and navigating the boat to Charterer, and Owner assumes no liability or responsibility for Charterer’s qualifications to operate the boat. Charterer represents and warrants that he or she is experienced and competent in handling and operating a vessel of the type being hired by this agreement, and possesses sufficient practical knowledge of seamanship, piloting and rules of the road to qualify for operation of the vessel during the charter the charter term.

IN WITNESS THEROF, the parties hereunto set their hands the day and date first above written.

SHANOMET COMPANY, LLC

By

_________________________________________
Anthony Iacono
Manager

CHARTERER:
By (Signature)______________________________________

Print Name_________________________________________

Date:_________________