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                                                                                            EXHIBIT
      10.2

     

    

      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

      
        	 	 
	
                Beekman
                  Shipping Corp.,
                  Majuro, Marshall Islands

                hereinafter
                  called the Sellers, have agreed to sell, and

              	
                1

              
	 	 	 	 	 
	
                Rushmore
                  Shipping LLC,
                  Majuro, Marshall Islands

                hereinafter
                  called the Buyers, have agreed to buy

              	
                2

              
	 	 
	
                Name:
                  

              	
                “LAGUNA
                  BELLE”

              	
                3

              
	 
	
                Classification
                  Society/Class: Lloyd’s Register

              	 	 	
                4

              
	
                Built:       1996                   By:       Dalian
                  S.B. Heavy Industry Co., Ltd., China

              	
                5

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

              	 	
                6

              
	
                Call
                  Sign:  DYOZ/3EIE5                       Grt/Nrt:          19,354/9,614

              	
                7

              
	
                Register
                  Number:    MNLA000677/35008-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 Seminole Princess 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 Beekman Shipping Corp., as Sellers, and Rushmore 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