MOA on sale of the SEMINOLE PRINCESS


                                                                                       EXHIBIT
      10.1

     

    

      

        Norwegian
          Shipbrokers' Association's Memo-

        random
          of Agreement for sale and purchase of

        ships.
          Adopted by the Baltic and International 

        Maritime
          Council (BIMCO) in 1956.

        Code-name

        SALEFORM
          1993

        Revised
          1968,1983 and 1986/87.

        


         

        MEMORANDUM
          OF AGREEMENT


        Dated:  as
          of January 24, 2007

        
          	 	 
	
                  Fairfax
                    Shipping Corp.,
                    Majuro, Marshall Islands

                  hereinafter
                    called the Sellers, have agreed to sell, and

                	
                  1

                
	 	 	 	 	 
	
                  Adirondack
                    Shipping LLC,
                    Majuro, Marshall Islands

                  hereinafter
                    called the Buyers, have agreed to buy

                	
                  2

                
	 	 
	
                  Name:
                    

                	
                  “SEMINOLE
                    PRINCESS”

                	
                  3

                
	 
	
                  Classification
                    Society/Class: Lloyd’s Register

                	 	 	
                  4

                
	
                  Built:       1997                   By:       Dalian
                    S.B. Heavy Industry Co., Ltd., China

                	
                  5

                
	
                  Flag:  Phil/Pan                    Place
                    of Registration:  Manila/Panama

                	 	
                  6

                
	
                  Call
                    Sign:  DYPA/3EIE6                       Grt/Nrt:          19,354/9,614

                	
                  7

                
	
                  Register
                    Number:    MNLA000678/35009-PEXT

                	
                  8

                
	 	 
	
                  hereinafter
                    called the Vessel, on the following terms and conditions:

                	
                  9

                
	 	 
	
                  Definitions

                	
                  10

                
	 	 
	
                  “Charter”
                    as defined in Clause 17

                	
                  11

                
	 	 
	
                  “Banking
                    Days” as defined in the Charter.

                	
                  12

                
	 	 
	
                  “In
                    writing” or “written” means a letter handed over from the Sellers to the
                    Buyers or vice versa, 

                	
                  13

                
	
                  a
                    registered letter, telefax or other modern form of written
                    communication.

                	
                  14

                
	 	 
	
                  “Classification
                    Society” or “Class” means the Society referred to in line
                    4

                	
                  15

                
	 	 
	
                  1. Purchase
                    Price
                    $45 Million En Bloc for the Vessel and the Laguna Belle as part
                    of
                    sale/charter back Arrangement. See Clause 17.

                	
                  16

                
	 	 	 	 	 
	
                  2. Deposit

                	
                  17

                
	 	 	 	 	
                  18

                
	 	 	 	 	
                  21

                
	 	 	 	 	
                  22

                
	 	 	 	 	
                  23

                
	
                  3. Payment

                	
                  25

                
	 	 
	
                  The
                    said Purchase Price shall be paid in full free of bank charges
                    to Sellers,
                    less: (i) Sellers’ Credit per Clause 32 of the Charter; and (ii) the
                    balance of the 2% fee per clause 49(1)(b) of the Charter

                	
                  26

                
	 	 	 	 	 
	
                  4. Inspections

                	
                  30

                
	 	 
	
                  a)* The
                    Buyers have inspected and accepted the Vessel’s classification records.
                    The Buyers

                	
                  31

                
	
                  have
                    also inspected the Vessel at/in                                                                                                      

                	
                  32

                
	
                  and
                    have accepted the Vessel following this inspection and the sale
                    is
                    outright and definite,

                	
                  33

                
	
                  and
                    subject only to the terms and conditions of this
                    Agreement.

                	
                  34

                
	
                  b)* The
                    Buyers shall have the right to inspect the Vessel’s classification records
                    and
                    declare                  

                	
                  35

                
	
                  whether
                    same are accepted or not
                    within                                                                                               

                	
                  36

                
	
                  The
                    Sellers shall provide for the inspection of the Vessel at/in
                    

                	
                  37

                
	
                  The
                    Buyers shall undertake the inspection without undue delay to
                    the Vessel.
                    Should the 

                	
                  38

                
	
                  Buyers
                    cause undue delay they shall compensate the Sellers for the losses
                    thereby
                    incurred.

                	
                  39

                
	
                  The
                    Buyers shall inspect the vessel without opening up and without
                    cost to
                    Sellers.

                	
                  40

                
	
                  During
                    the inspection, the Vessel’s deck and engine logs shall be made available
                    for 

                	
                  41

                
	
                  examination
                    by the Buyers. If the Vessel is accepted after such inspection,
                    the sale
                    shall 

                	
                  42

                
	
                  become
                    outright and definite, subject only to the terms and conditions
                    of this
                    Agreement,

                	
                  43

                
	
                  provided
                    the Sellers receive written notice of acceptance from the Buyers
                    within 72
                    hours

                	
                  44

                
	
                  after
                    completion of such inspection.

                	
                  45

                
	
                  Should
                    notice of acceptance of the Vessel’s classification records and of the
                    Vessel not be 

                	 	
                  46

                
	
                  received
                    by the Sellers as aforesaid, the deposit together with interest
                    earned
                    shall be

                	
                  47

                
	
                  released
                    immediately to the Buyers, whereafter this Agreement shall be
                    null and
                    void.

                	
                  48

                
	 	 	 	 	 
	 	
                  50

                
	
                  5. Notices,
                    time and place of delivery

                	 
	 	 
	
                  a) The
                    Vessel will be delivered on a mutually convenient agreed date
                    as she is at
                    such port or place as the Vessel may be located on the agreed
                    date.

                	
                  51

                
	 	 
	
                  a) The
                    Sellers shall keep the Buyers well informed of the Vessel’s itinerary and
                    shall

                	
                  52

                
	
                  provide
                    the Buyers with , , and days notice of the estimated time of
                    arrival at
                    the 

                	
                  53

                
	
                  intended
                    place of underwater inspection/delivery. When the Vessel is at
                    the place
                                             54

                	 
	
                  of
                    delivery and in every respect physically ready for delivery in
                    accordance
                    with this

                	
                  55

                
	
                  Agreement,
                    the Sellers shall give the Buyers a written Notice of Readiness
                    for
                    delivery.

                	
                  56

                
	
                  b) The
                    Vessel shall be delivered and taken over safely afloat at a safe
                    and
                    accessible berth or anchorage at/in

                	
                  57

                
	 	 
	 	
                  58

                
	
                  Expected
                    time of delivery:

                	
                  60

                
	 	 
	
                  Date
                    of cancelling (see Clause 5c) and 14): February 1, 2007

                	
                  61

                
	 	 
	
                  c) If
                    the Sellers anticipate that, notwithstanding the exercise of
                    due diligence
                    by them, the

                	
                  62

                
	
                  Vessel
                    will not be ready for delivery by the cancelling date they may
                    notify the
                    Buyers in 

                	
                  63

                
	
                  writing
                    stating the date when they anticipate that the Vessel will be
                    ready for
                    delivery and

                	
                  64

                
	
                  propose
                    a new cancelling date. Upon receipt of such notification the
                    Buyers shall
                    have the

                	
                  65

                
	
                  option
                    of either cancelling this Agreement in accordance with Clause
                    14 within
                    

                	
                  66

                
	
                  twenty-four
                    hours of receipt of the notice or of accepting the new date as
                    the new
                    cancelling date. If the

                	
                  67

                
	
                  Buyers
                    have not declared their option within twenty-four hours of receipt
                    of the
                    Sellers’

                	
                  68

                
	
                  notification
                    or if the Buyers accept the new date, the date proposed in the
                    Sellers’
                    notification

                	
                  69

                
	
                  shall
                    be deemed to be the new cancelling date and shall be substituted
                    for the
                    cancelling

                	
                  70

                
	
                  date
                    stipulated in line 61.

                	
                  71

                
	 	 
	
                  If
                    this Agreement is maintained with the new cancelling date all
                    other terms
                    and conditions

                	
                  72

                
	
                  hereof
                    including those contained in Clauses 5 a) and 5 c) shall remain
                    unaltered
                    and in full

                	
                  73

                
	
                  force
                    and effect. Cancellation or failure to cancel shall be entirely
                    without
                    prejudice to any

                	
                  74

                
	
                  claim
                    for damages the Buyers may have under Clause 14 for the Vessel
                    not being
                    ready by

                	
                  75

                
	
                  the
                    original cancelling date.

                	
                  76

                
	 	 
	 	
                  78

                
	 	
                  79

                
	
                  6. Drydocking/Divers
                    Inspection

                	
                  80

                
	 	 
	
                  a)** The
                    Sellers shall place the Vessel in drydock at the port of delivery
                    for
                    inspection by the 

                	
                  81

                
	
                  Classification
                    Society of the Vessel’s underwater parts below the deepest load line,
                    the

                	
                  82

                
	
                  extent
                    of the inspection being in accordance with the Classification
                    Society’s
                    rules. If the

                	
                  83

                
	
                  rudder,
                    propeller, bottom or other underwater parts below the deepest
                    load line
                    are found 

                	
                  84

                
	
                  broken,
                    damaged or defective so as to affect the Vessel’s class, such defects
                    shall be made

                	
                  85

                
	
                  good
                    at the Sellers’ expense to the satisfaction of the Classification Society
                    without

                	
                  86

                
	
                  condition/recommendation.

                	
                  87

                
	 	 
	
                  b)** (i) The
                    Vessel is to be delivered without drydocking. However, the Buyers
                    shall

                	
                  88

                
	
                  have
                    the right at their expense to arrange for an underwater inspection
                    by a
                    diver approved

                	
                  89

                
	
                  by
                    the Classification Society prior to the delivery of the Vessel.
                    the
                    Sellers shall at their 

                	
                  90

                
	
                  cost
                    make the Vessel available for such inspection. The extent of
                    the
                    inspection and the

                	
                  91

                
	
                  conditions
                    under which it is performed shall be to the satisfaction of the
                    Classification 

                	
                  92

                
	
                  Society.
                    If the conditions at the port of delivery are unsuitable for
                    such
                    inspection, the 

                	
                  93

                
	
                  Sellers
                    shall make the Vessel available at a suitable alternative place
                    near to
                    the delivery 

                	
                  94

                
	
                  port.

                	
                  95

                
	 	 
	
                  (ii) If
                    the rudder, propeller, bottom or other underwater parts below
                    the deepest
                    load line

                	
                  96

                
	
                  are
                    found broken, damaged or defective so as to affect the Vessel’s class,
                    then unless

                	
                  97

                
	
                  repairs
                    can be carried out afloat to the satisfaction of the Classification
                    Society, the Sellers

                	
                  98

                
	
                  shall
                    arrange for the Vessel to be drydocked at their expense for inspection
                    by
                    the 

                	
                  99

                
	
                  Classification
                    Society of the Vessel’s underwater parts below the deepest load line,
                    the

                	
                  100

                
	
                  extent
                    of the inspection being in accordance with the Classification
                    Society’s
                    rules. If the

                	
                  101

                
	
                  rudder,
                    propeller, bottom or other underwater parts below the deepest
                    load line
                    are found

                	
                  102

                
	
                  broken,
                    damaged or defective so as to affect the Vessel’s class, such defects
                    shall be made

                	
                  103

                
	
                  good
                    by the Sellers at their expense to the satisfaction of the Classification
                    Society

                	
                  104

                
	
                  without
                    condition/recommendation*. In such event the Sellers are to pay
                    also for
                    the cost of

                	
                  105

                
	
                  the
                    underwater inspection and the Classification Society’s
                    attendance.

                	
                  106

                
	 	 
	
                  (iii) If
                    the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and
                    no suitable
                    dry-

                	
                  107

                
	
                  docking
                    facilities are available at the port of delivery, the Sellers
                    shall take
                    the Vessel

                	
                  108

                
	
                  to
                    a port where suitable drydocking facilities are available, whether
                    within
                    or outside the

                	
                  109

                
	
                  delivery
                    range as per Clause 5 b). Once drydocking has taken place the
                    Sellers
                    shall deliver

                	
                  110

                
	
                  the
                    Vessel at a port within the delivery range as per Clause 5 b)
                    which shall,
                    for the

                	
                  111

                
	
                  purpose
                    of this Clause, become the new port of delivery. In such event
                    the
                    cancelling date 

                	
                  112

                
	
                  provided
                    for in Clause 5 b) shall be extended by the additional time required
                    for
                    the 

                	
                  113

                
	
                  drydocking
                    and extra steaming, but limited to a maximum of 14 running
                    days.

                	
                  114

                
	 	 
	
                  c) If
                    the Vessel is drydocked pursuant to Clause 6 a) or 6 b)
                    above

                	
                  115

                
	
                  (i) the
                    Classification Society may require survey of the tailshaft system,
                    the
                    extent of 

                	
                  116

                
	
                  the
                    survey being to the satisfaction of the Classification surveyor.
                    If such
                    survey is not 

                	
                  117

                
	
                  required
                    by the Classification Society, the Buyers shall have the right
                    to require
                    the tailshaft

                	
                  118

                
	
                  to
                    be drawn and surveyed by the Classification Society, the extent
                    of the
                    survey being in

                	
                  119

                
	
                  accordance
                    with the Classification Society’s rules for the tailshaft survey and
                    consistent with

                	
                  120

                
	
                  the
                    current stage of the Vessel’s survey cycle. The Buyers shall declare
                    whether they

                	
                  121

                
	
                  require
                    the tailshaft to be drawn and surveyed not later than by the
                    completion of
                    the

                	
                  122

                
	
                  inspection
                    by the Classification Society. The drawing and refitting of the
                    tailshaft
                    shall be

                	
                  123

                
	
                  arranged
                    by the Sellers. Should any parts of the tailshaft system be condemned
                    or
                    found

                	
                  124

                
	
                  defective
                    so as to affect the Vessel’s Class, those parts shall be renewed or made
                    good at

                	
                  125

                
	
                  the
                    Sellers’ expense to the satisfaction of the Classification Society without
                    

                	
                  126

                
	
                  condition/recommendation*.

                	
                  127

                
	
                  (ii) the
                    expenses relating to the survey of the tailshaft system shall
                    be
                    borne

                	
                  128

                
	
                  by
                    the Buyers unless the Classification Society requires such survey
                    to be
                    carried out, in

                	
                  129

                
	
                  which
                    case the Sellers shall pay these expenses. The Sellers shall
                    also pay the
                    expenses

                	
                  130

                
	
                  if
                    the Buyers require the survey and parts of the system are condemned
                    of
                    found defective

                	
                  131

                
	
                  or
                    broken so as to affect the Vessel’s Class*.

                	
                  132

                
	 	 
	
                  (iii) the
                    expenses in connection with putting the Vessel in and taking
                    her out
                    of

                	
                  133

                
	
                  drydock,
                    including the drydock dues and the Classification Society’s fees shall be
                    paid by

                	
                  134

                
	
                  the
                    Sellers if the Classification Society issues any condition/recommendation*
                    as a result

                	
                  135

                
	
                  of
                    the survey or if it requires survey of the tailshaft system.
                    In all other
                    cases the Buyers 

                	
                  136

                
	
                  shall
                    pay the aforesaid expenses, dues and fees.

                	
                  137

                
	 	 
	
                  (iv) the
                    Buyers’ representative shall have the right to be present in the drydock,
                    but

                	
                  138

                
	
                  without
                    interfering with the work or decisions of the Classification
                    surveyor.

                	
                  139

                
	
                  (v) the
                    Buyers shall have the right to have the underwater parts of the
                    Vessel

                	
                  140

                
	
                  cleaned
                    and painted at their risk and expense without interfering with
                    the
                    Sellers’ or the

                	
                  141

                
	
                  Classification
                    surveyor’s work, if any, and without affecting the Vessel’s timely
                    delivery. If

                	
                  142

                
	
                  however,
                    the Buyers’ work in drydock is still in progress when the Sellers
                    have

                	
                  143

                
	
                  completed
                    the work which the Sellers are required to do, the additional
                    docking
                    time

                	
                  144

                
	
                  needed
                    to complete the Buyers’ work shall be for the Buyers’ risk and expense. In
                    the event

                	
                  145

                
	
                  that
                    the Buyers’ work requires such additional time, the Sellers may upon
                    completion of the

                	
                  146

                
	
                  Sellers’
                    work tender Notice of Readiness for delivery whilst the Vessel
                    is still in
                    drydock

                	
                  147

                
	
                  and
                    the Buyers shall be obliged to take delivery in accordance with
                    Clause 3,
                    whether

                	
                  148

                
	
                  the
                    Vessel is in drydock or not and irrespective of Clause 5
                    b).

                	
                  149

                
	 	 
	
                  * Notes,
                    if any, in the surveyor’s report which are accepted by the Classification
                    Society

                	
                  150

                
	
                  without
                    condition/recommendation are not to be taken into
                    account.

                	
                  151

                
	 	 
	 	
                  153

                
	
                  7. Spares/bunkers,
                    etc.

                	
                  154

                
	 	 
	
                  The
                    Sellers shall deliver the Vessel to the Buyers with everything
                    belonging
                    to her on board and on shore.

                	
                  155

                
	
                  All
                    spare parts and spare equipment including spare tail-end shaft(s)
                    and/or
                    spare 

                	
                  156

                
	
                  propeller(s)/propeller
                    blade(s), if any, belonging to the Vessel at the time of inspection
                    used
                    or unused,

                	
                  157

                
	
                  whether
                    on board or not shall become the Buyers’ property, but spares on order are
                    to be

                	
                  158

                
	
                  excluded.
                    Forwarding charges, if any, shall be for the Buyers’ account. The Sellers
                    are not required to 

                	
                  159

                
	
                  replace
                    spare parts including spare tail-end shaft(s) and spare
                    propeller(s)/propeller blade(s) which

                	
                  160

                
	
                  are
                    taken out of spare and used as replacement prior to delivery,
                    but the
                    replaced items shall be the

                	
                  161

                
	
                  property
                    of the Buyers. The radio installation and navigational equipment
                    shall be
                    included in the sale

                	
                  162

                
	
                  without
                    extra payment if they are the property of the Sellers. Unused
                    stores and provisions shall be

                	
                  163

                
	
                  included
                    in the sale and be taken over by the Buyers without extra
                    payment.

                	
                  164

                
	 	 
	
                  The
                    Sellers have the right to take ashore crockery, plates, cutlery,
                    linen and
                    other articles bearing the

                	
                  165

                
	
                  Sellers’
                    flag or name, provided they replace same with similar items.
                    Library,
                    forms, etc.,

                	
                  166

                
	
                  exclusively
                    for use in the Sellers’ vessel(s), shall be excluded without compensation.
                    Captain’s,

                	
                  167

                
	
                  Officers’
                    and Crew’s personal belongings including the slop chest are to be excluded
                    from the sale,

                	
                  168

                
	
                  as
                    well as the following additional items:

                	 
	
                                                                                                                                                                                                      

                	
                  169

                
	 	 
	 	 
	
                  The
                    Buyers shall take over the remaining bunkers and unused lubricating
                    oils
                    in storage tanks and

                	
                  170

                
	
                  sealed
                    drums and pay the current net market price (excluding barging
                    expenses) at
                    the port and date

                	
                  171

                
	
                  of
                    delivery of the Vessel at no extra cost.

                	
                  172

                
	
                  Payment
                    under this Clause shall be made at the same time and place and
                    in the same
                    currency as

                	
                  173

                
	
                  the
                    Purchase Price.

                	
                  174

                
	 	 
	 	 
	
                  8. Documentation 
                    See Addendum No. 1

                	
                  175

                
	 	 	 	 	 
	
                  The
                    place of closing: New York.

                	
                  176

                
	 	 	 	 	 
	
                  In
                    exchange for payment of the Purchase Price the Sellers shall
                    furnish the
                    Buyers at the Closing with the following documents:

                	
                  178

                
	 	 
	 	 	 	 	 
	
                  a) Legal
                    Bill of Sale in a form recordable in Panama (the country in which
                    the
                    Buyers are to register the Vessel), warranting that the Vessel
                    is free
                    from all encumbrances, mortgages and maritime liens or any other
                    debts or
                    claims whatsoever, duly notarially attested and legalized by
                    the consul of
                    such country or other competent authority.

                	 
	 	 	 	 	 
	
                  b) Current
                    Certificate of Ownership issued by the competent authorities
                    of the flag
                    state of the Vessel. 

                	 
	 	 	 	 	
                  184

                
	
                  c) Confirmation
                    of Class issued within 72 hours prior to delivery.

                	 
	 	 	 	 	 
	
                  d) Current
                    Certificate issued by the competent authorities stating that
                    the Vessel is
                    free from registered encumbrances.

                	 
	 	 	 	 	 
	
                  e) Any
                    such additional documents as may reasonably be required by the
                    competent
                    authorities

                	
                  194

                
	
                  for
                    the purpose of registering the Vessel, provided the Buyers notify
                    the
                    Sellers of any such 

                	
                  195

                
	
                  documents
                    as soon as possible after the date of this Agreement.

                	 
	
                   

                	 	 	 	 
	
                  At
                    the time of delivery the Buyers and Sellers shall sign and deliver
                    to each
                    other a Protocol of

                	
                  197

                
	
                  Delivery
                    and Acceptance confirming the date and time of delivery of the
                    Vessel from
                    the Sellers to the

                	
                  198

                
	
                  Buyers.

                	 	 	 	
                  199

                
	 	 	 	 	 
	
                  At
                    the time of delivery the Sellers shall hand make available to
                    the Buyers
                    the classification certificate(s) as well as all

                	
                  200

                
	
                  plans
                    etc., which are on board the Vessel. Other certificates which
                    are on board
                    the Vessel shall also

                	
                  201

                
	
                  be
                    handed over made available to the Buyers unless the Sellers are
                    required
                    to retain same, in which case the 

                	
                  202

                
	
                  Buyers
                    to have the right to take copies. Other technical documentation
                    which may
                    

                	
                  203

                
	
                  be
                    in the Sellers’ possession shall be promptly forwarded to the Buyers at
                    their expense, if they so

                	
                  204

                
	
                  request.
                    The Sellers may keep the Vessel’s log books but the Buyers to have the
                    right to take 

                	
                  205

                
	
                  copies
                    of same.

                	
                  206

                
	 	 	 	 	 
	 	 	 	 	 
	
                  9. Encumbrances

                	
                  207

                
	 	 	 	 	 
	
                  The
                    Sellers warrant that the Vessel, at the time of delivery, is
                    free from all
                    mortgages.

                	 
	 	 	 	 	 
	
                  10. Taxes,
                    etc.

                	
                  212

                
	 	 	 	 	 
	
                  Any
                    taxes, fees and expenses in connection with the purchase and
                    registration
                    under the Buyers’ flag, and in 

                	
                  213

                
	
                  connection
                    with the closing of the Sellers’ register shall be for Buyers’
                    account.

                	
                  214

                
	 	 	 	 	 
	
                  11. Condition
                    on delivery

                	
                  216

                
	 	 	 	 	 
	
                  The
                    Vessel with everything belonging to her shall be at the Sellers’ risk and
                    expense until she is delivered to the Buyers, but subject to
                    the terms and
                    conditions of this Agreement she shall be delivered and taken
                    over as she
                    was at the time of inspection, fair wear and tear expected. However,
                    the
                    Vessel shall be delivered with her class maintained free of conditions
                    and
                    recommendations (other than those for which the time presented
                    by class
                    for curing the condition of recommendation has not passed), with
                    certificates valid and up to date.

                
	 	 	 	 	 
	
                  12. Name/markings

                	
                  230

                
	 	 	 	 	 
	
                  Upon
                    delivery the Buyers undertake to change the name of the Vessel
                    and alter
                    funnel markings.

                  This
                    shall be completed within seven (7) days of
                    delivery.

                	
                  231

                
	 	 
	 	 	 	 	 
	
                  13. Buyers’
                    default

                	
                  232

                
	 	 	 	 	 
	
                   

                	 	 	 	 
	
                  16. Arbitration

                	 
	 	 	 	 	 
	
                  a)* This
                    Agreement shall be governed by and construed in accordance with
                    English
                    law

                	
                  263

                
	
                  and
                    any dispute arising our of this Agreement shall be referred to
                    arbitration
                    in London in

                	
                  264

                
	
                  accordance
                    with the Arbitration Acts 1950 and 1979 or any statutory modification
                    or

                	
                  265

                
	
                  re-enactment
                    thereof for the time being in force, one arbitrator being appointed
                    by
                    each

                	
                  266

                
	
                  party.
                    On the receipt by one party of the nomination in writing of the
                    other
                    party’s arbitrator,

                	
                  267

                
	
                  that
                    party shall appoint their arbitrator within fourteen days, failing
                    which
                    the decision of the

                	
                  268

                
	
                  single
                    arbitrator appointed shall apply. If two arbitrators properly
                    appointed
                    shall not agree

                	
                  269

                
	
                  they
                    shall appoint an umpire whose decision shall be
                    final.

                	
                  270

                
	 	 	 	 	 
	
                  b)* This
                    Agreement shall be governed by and construed in accordance with
                    Title 9 of
                    the

                	
                  271

                
	
                  United
                    States Code and the Law of the State of New York and should any
                    dispute
                    arise out of

                	
                  272

                
	
                  this
                    Agreement, the matter in dispute shall be referred to three persons
                    at New
                    York, one to be appointed by each of the parties hereto, and
                    the third
                    shall be appointed by the Chair at the time of the Arbitration
                    Committee
                    of the Maritime Law Association of the United States. The third
                    arbitrator
                    shall serve as chair of the panel and shall be a practicing maritime
                    attorney. The decision of the arbitrators or that of any two
                    of them shall
                    be final, and for purpose of enforcing any award, judgment may
                    be entered
                    thereon by any court having jurisdiction. The proceedings shall
                    be
                    conducted in accordance with the rules of the Society of Maritime
                    Arbitrators, Inc. New York.

                	
                  273

                
	 	 
	 	 
	 	
                  278

                
	
                  c)* Any
                    dispute arising out of this Agreement shall be referred to arbitration
                    at
                    

                	
                  279

                
	
                                         ,
                    subject to the procedures applicable there.

                	
                  280

                
	
                  The
                    laws
                    of                              shall
                    govern this Agreement.

                	
                  281

                
	 	 	 	 	 
	 	 	 	 	 
	
                  17.
                    This MOA is one element of the sale/charter back agreement, which
                    includes
                    a Bareboat Charter Party 

                  dated
                    as of January 24, 2007. Simultaneously upon delivery of the Vessel
                    to the
                    Buyers, the Vessel will be delivered to the Sellers/Charterers
                    under the
                    Bareboat Charter Party dated as of January 24, 2007 (the “Charter”). The
                    Vessel will thus remain in the control and responsibility of
                    the
                    Sellers/Charterers under the Charter, at all times before and
                    after
                    delivery to the Buyers hereunder and the Buyers shall in no way
                    be
                    responsible for any costs, expenses, documents or delays to the
                    Vessel
                    arising out of the delivery hereunder. Any provisions, spares
                    and bunkers
                    shall remain the property and in the possession of the
                    Sellers.

                	 
	 


        

        


        


        


        
          	
                  FOR
                    THE SELLERS:

                	
                  FOR
                    THE BUYERS:

                
	 	 
	 	 
	
                  Signed:         /s/
                    Christophil B.
                    Costas                    

                	
                  Signed:           /s/
                    Carol Ann
                    Malinowski             

                
	 	 
	
                  Name:               Christophil
                    B.
                    Costas                    

                	
                  Name:           /s/
                    Carol Ann
                    Malinowski              

                
	 	 
	
                  Title: 
                                  Attorney-In-Fact                            

                	
                  Title:             Secretary                                        

                
	 	 
	
                  Date:             as
                    of January 24,
                    2007                     

                	
                  Date:             as
                    of January 24,
                    2007                   

                


        

        


        


         

        


        



        
          
            
              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



        ADDENDUM
          NO. 1

        


        


        To
          Memorandum of Agreement dated as of January 24, 2007

        


        made
          by
          and between Fairfax Shipping Corp., as Sellers, and Adirondack Shipping
          LLC, as
          Buyers, of the M/V Seminole Princess.

        


        Following
          additional documents to be presented by Sellers to Buyers upon delivery
          of the
          Vessel:

        


        1. Sellers’
          board resolutions

        


        2. Sellers’
          Shareholders’ resolutions ratifying board resolutions

        


        3. Sellers’
          Power of Attorney

        


        4. Sellers’
          Certificate of Goodstanding

        


        5. Secretary’s
          Certificate stating Sellers’ directors/officers/shareholders

        


        6. Commercial
          invoice

        


        
          	 	
                  7.

                	
                  Such
                    other documents, terms and conditions as set forth in the Charter
                    which
                    are applicable to the transaction under this
                    MOA

                


        

        


        Buyers
          shall deliver the following documents to Sellers upon delivery of the
          Vessel

        


        1. Power
          of
          Attorney authorizing individuals to execute and deliver all
          documents

        


        
          	 	
                  2.

                	
                  Certificate
                    of Resolutions approving the purchase of the Vessel from Sellers
                    and
                    authorizing and appointing individuals to act and authorizing
                    issuance of
                    Power of Attorney.

                


        

        


        


        


        


        


        
          	
                    /s/
                    Christophil B. Costas    

                                                  

                  Fairfax
                    Shipping Corp.

                	
                    /s/
                    Carol Ann Malinowski 

                                                    

                  Adirondack
                    Shipping LLC