ASSIGNMENT OF FIRST PRIORITY MORTGAGE OVER M/V ENCHANTED ISLE

                                                                   EXHIBIT 10.aa

                                  ASSIGNMENT OF
                 FIRST PRIORITY MORTGAGE OVER M/V ENCHANTED ISLE

         THIS ASSIGNMENT OF FIRST PRIORITY MORTGAGE OVER M/V ENCHANTED ISLE is
executed this 4th day of December, 1998 by XXXXXX BANK PLC, a Finland
corporation ("Xxxxxx"), in favor of EFFJOHN INTERNATIONAL CRUISE HOLDINGS, INC.,
a Cayman Islands corporation ("EffJohn").

                                    RECITALS

         WHEREAS, by a loan agreement entered into on October 21, 1991, as
amended in March 1993, March 1994 and July 1995 (the "EffJohn Loan Agreement"),
Xxxxxx made available to EffJohn thirty-two million dollars (US$32,000,000);

         WHEREAS, by a loan agreement dated July 14, 1995 (the "Almira Loan
Agreement") by and between EffJohn, Azure Investments, Inc. ("Azure"), Almira
Enterprises, Inc. ("Almira"), New Commodore Cruises Lines Limited and Commodore
Holdings Limited, EffJohn made available to Azure and Almira twenty-four million
five hundred thousand dollars (US$24,500,000);

         WHEREAS, on July 14, 1995, as security for its obligations under the
Almira Loan Agreement, Almira granted EffJohn a first priority Panamanian
mortgage in respect of the M/V Enchanted Isle (the "Mortgage");

         WHEREAS, on July 14, 1995, as security for its obligations under the
EffJohn Loan Agreement, EffJohn assigned its interest in the Mortgage to Xxxxxx;

         WHEREAS, EffJohn has entered into an agreement with Xxxxxx to remit
payment to Xxxxxx for the outstanding indebtedness due under the EffJohn Loan
Agreement; and

         WHEREAS, EffJohn and Xxxxxx have agreed to re-assign Merita's interest
in the Mortgage to EffJohn by executing this Assignment of the First Priority
Mortgage.

         NOW, THEREFORE, in consideration of EffJohn paying the unpaid balance
due under the EffJohn Loan Agreement to Xxxxxx, receipt of which is hereby
acknowledged, EffJohn and Xxxxxx agree as follows:

         Xxxxxx assigns all of its right, title and interest in the Mortgage to
EffJohn. Xxxxxx agrees to execute such additional documents as may be required
by EffJohn to record such assignment in the Panamanian shipping records and
Xxxxxx and EffJohn hereby appoint the law firm of Xxxxxxx, Xxxxx & Xxxxx to
attend to the protocolization and registration of this Assignment of the First
Priority Mortgage.



         IN WITNESS WHEREOF, EffJohn and Xxxxxx have executed this Assignment of
First Mortgage over M/V Enchanted Isle as of the date first above written.

         THIS ASSIGNMENT may be executed in any number of counterparts, all of
which shall constitute one and the same instrument.

                                  EFFJOHN INTERNATIONAL CRUISE
                                  HOLDINGS, INC.

                                  By:/S/ XXXXXX XXXXX
                                     -------------------------------------------
                                       Name: XXXXXX XXXXX
                                       Title: DIRECTOR 


                                  XXXXXX BANK, PLC

                                  By: /S/ XXXXXXX XXXXX-XXXXXX
                                     -------------------------------------------
                                       Name: XXXXXXX XXXXX-XXXXXX 
                                       Title:  DEPUTY HEAD OF SHIP FINANCING

                                  By: /S/ XXXXX X'XXXXX  
                                     -------------------------------------------
                                       Name: XXXXX X'XXXXX 
                                       Title: HEAD OF SHIP FINANCING 





                                  NOTARIZATION

         I, Xxxx Xxxxxxx, Notary Public, duly authorized, admitted and sworn,
and practicing in London, DO HEREBY CERTIFY that Xxxxxxx Xxxxx-Xxxxxx, did sign
the foregoing Assignment of First Priority Mortgage and the signature of said
Xxxxxxx Xxxxx-Xxxxxx, appearing thereon is the true and authentic signature of
said Xxxxxxx Xxxxx-Xxxxxx, AND I DO FURTHER CERTIFY that satisfactory and
sufficient proof has been produced to me that said Xxxxxxx Xxxxx-Xxxxxx, is the
Deputy Head of Ship Finance of XXXXXX BANK, PLC and duly authorized and
empowered by the said corporation to sign and execute the foregoing Assignment
of First Priority Mortgage for and on behalf of said corporation.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
of office this 4th day of December, 1998.

                                      /S/ XXXX XXXXXXX
                                      ---------------------------------------
                                      Notary Public



                                  NOTARIZATION

         I, Xxxx Xxxxxxx, Notary Public, duly authorized, admitted and sworn,
and practicing in London, DO HEREBY CERTIFY that Xxxxx X'Xxxxx, did sign the
foregoing Assignment of First Priority Mortgage and the signature of said Xxxxx
X'Xxxxx, appearing thereon is the true and authentic signature of said Xxxxx
X'Xxxxx, AND I DO FURTHER CERTIFY that satisfactory and sufficient proof has
been produced to me that said Xxxxxxx Xxxxx-Xxxxxx, is the Head of Ship Finance
of XXXXXX BANK, PLC and duly authorized and empowered by the said corporation to
sign and execute the foregoing Assignment of First Priority Mortgage for and on
behalf of said corporation.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
of office this 4th day of December, 1998.

                                      /S/ XXXX XXXXXXX
                                      ---------------------------------------
                                      Notary Public





                                  NOTARIZATION

         I, Xxxxx Xxxxxxxx, Notary Public, duly authorized, admitted and sworn,
and practicing in Helsinki, Finland, DO HEREBY CERTIFY that Xxxxxx Xxxxx, did
sign the foregoing Assignment of First Priority Mortgage and the signature of
said Xxxxxx Xxxxx, appearing thereon is the true and authentic signature of said
Xxxxxx Xxxxx, AND I DO FURTHER CERTIFY that satisfactory and sufficient proof
has been produced to me that said Xxxxxx Xxxxx, is the Director of EFFJOHN
INTERNATIONAL CRUISE HOLDINGS, INC. and duly authorized and empowered by the
said corporation to sign and execute the foregoing Assignment of First Priority
Mortgage for and on behalf of said corporation.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
of office this 4th day of December, 1998.

                                       /S/ XXXXX XXXXXXXX
                                       -----------------------------------------
                                       Notary Public