ADMINISTRATIVE SERVICES AGREEMENT

by and among

SHIP FINANCE INTERNATIONAL LIMITED,

THE VESSEL OWNING SUBSIDIARIES NAMED HEREIN,

and

FRONTLINE MANAGEMENT (BERMUDA) LTD.

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (Agreement) is made as of the 1^st day of January, 2004 by and among (i)  Ship Finance International Limited, an exempted Bermuda company (the Company), (ii) each of the vessel owning subsidiaries identified on Schedule I attached hereto and any Substitute Owners that execute counterpart signature pages pursuant to Section 10(b) (each an Owner and collectively, the Owners) and (iii) Frontline Management (Bermuda) Ltd., an exempted Bermuda company (Frontline Management).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Fleet Purchase Agreement (the Fleet Purchase Agreement) dated as of December 11, 2003 between the Company and Frontline Ltd, an exempted Bermuda company (Frontline), Frontline has agreed to sell to the Company, and the Company has agreed to purchase, directly or indirectly through the purchase of intermediate holding companies, from Frontline, all of the issued and outstanding shares of capital stock of each of the Owners, on the terms and subject to the conditions set forth therein;

WHEREAS, the Company and the Owners (collectively, the Service Recipients and each a Service Recipient) desire to receive, and Frontline Management wishes to provide, certain non-vessel administrative, treasury, financial, control, cash management and other support services (collectively, Administrative Support Services or Services) as more particularly described herein;

WHEREAS, the Company, each Owner and Frontline Management now desire to set forth in this Agreement the terms of their business arrangements with respect to the Administrative Support Services provided by Frontline Management to the Company and each Owner;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto agree as follows:

1.     Administrative Support Services.

(a)   Frontline Management shall provide to each Service Recipient such Administrative Support Services as may from time to time, to the extent applicable to such Service Recipient, be required or requested by the Service Recipient.  For these purposes and to the extent applicable to one or more Service Recipients, the term Administrative Support Services as used herein shall include:

(i)            maintenance of all such books and records of things done and transactions performed on behalf of the relevant Service Recipient as may be required or

requested by such Service Recipient from time to time, including liaising with the Service Recipients accountants, lawyers and other professionals;

(ii)           assistance in complying with the requirements of all applicable securities laws, including the United States Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and other relevant securities laws and in complying with relevant tax laws and preparation of tax returns, where required;

(iii)          provision of accounting services, maintenance of each Service Recipients general ledger, reconciliation of each Service Recipients bank accounts, preparation of each Service Recipients periodic financial statements, including those required by governmental and regulatory or self-regulatory agencies in the United States and the jurisdiction in which each Service Recipient is organized (together, Governmental Compliance), collection and provision of information for purposes of Governmental Compliance, and provision of related data processing services;

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