MEMORANDUM
                OF AGREEMENT

               

              
                Dated:
                  January
                  12, 2007

              

            	
              Norwegian
                Shipbrokers* Association’s Memo-randum
                of Agreement for sale and purchase of ships.
                Adopted by The Baltic and International Maritime
                Council (BIMCO) in 1956. 

              Code-name

              
                SALEFORM
                  1993

                
                  Revised
                    1966,1983 and 1986/87.

                

              

            


    

     

    I
      Duckling
      Corporation, Panama

    hereinafter
      called the Sellers, have agreed to sell, and Star
      Bulk Carriers Corp., Majuro -
      Marshall
      Islands or nominee

     

    hereinafter
      called the Buyers, have agreed to buy-

     

    Name:
      I. DUCKLING

     

    Classification
      Society/Class:     BUREAU
      VERITAS

     

    Built:
      2003     By:OSHIMA
      SHIPBUILDING CO. LTD, JAPAN

     

    Flag:
      PANAMA     Place
      of
      Registration: PANAMA

     

    Call
      Sign: 3EF15      Grt/Nrt:
      29,357/17,595

     

    Register
      NumberIMO
      Number: 9284477

     

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

     

    Definitions

     

    “Banking
      days” are days on which banks are open both in the country of the currency
stipulated
      for the Purchase Price in Clause 1 and in the place of closing stipulated in
      Clause 8. 

     

    “In
      writing” or “written” means a letter handed over from the Sellers to the Buyers
      or vice versa, a
      registered letter, telex, telefax or other modern form of written communication.
      

     

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

     

    
      	1.	
              Purchase
                Price USD
                42,451,428.39

            


    

     

    
      	2.	
              Deposit

            


    

     

    As
      security for the correct fulfilment of this
      Agreement
      the Buyers shall pay a deposit of 10 % (ten
      per
      cent) of the Purchase Price within  __________________ banking days from
      the date of this Agreement.
      This deposit shall be placed with
      ___________________________________________________________ and
      held
      by them in a joint account for the Sellers and the Buyers, to be released in
      accordance with
      joint written instructions of the Sellers and the Buyers. Interest, if any,
      to
      be credited to the Buyers.
      Any fee charged for holding the said deposit shall be borne equally by the
      Sellers and the Buyers.

     

    
      	3.	
              Payment

            


    

     

    The-said
      Purchase Price shall be paid in full free of bank charges to


     

    on
      delivery of the Vessel, but not later than 3 banking days after the Vessel
      is in
      every respect physically
      ready for delivery in accordance with the terms and conditions of this Agreement
      and Notice
      of Readiness has been given in accordance with Clause 5.
The
      Purchase Price shall be paid as
      provided in the Supplemental Agreement referenced in Clause
      25.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.	
              Inspections

            


    

     

    
      
        
          	a)*	
                  The
                    Buyers have inspected and accepted the  Vessel’s
                    classification records. The Buyers have
                    also inspected the Vessel at/in _________________ on
                    _____________ and
                    have accepted the Vessel following this inspection and the sale
                    is
                    outright and definite, subject
                    only to the terms and conditions of this
                    Agreement.

                


        

      

    

     

    
      	b)*	
              The
                Buyers shall have the right to inspect the Vessel
                and Vessel’s
                classification records and declareat
                a suitable place at the Buyers’ option. However these inspections are not
                a subject and
                once the subjects stipulated in clause 18 are lifted the sale becomes
                outright and definite,
                subject to the provisions of the Supplemental Agreement referenced
                in
                Clause 25. whether
                same are accepted or not
                within

            


    

     

    The
      Sellers shall provide for inspection of the Vessel at/in (to
      be advised by Sellers)

     

    The
      Buyers shall undertake the inspection without undue delay to the Vessel.
      Should-the
      Buyers cause undue delay they shall compensate the Sellers for the losses
      thereby incurred.The
      Buyers shall inspect the Vessel without opening up and without cost to the
      Sellers. During
      the inspection, the Vessel’s deck, instruction
      books, maintenance records, and
      engine log
      books
as
      available on board shall
      be
      made available for __________________________________________ examination
      by the Buyers. If the Vessel is
      accepted
      after such inspection, the sale shall become
      outright and definite, subject only to the terms and conditions of this
      Agreement, provided
      the Sellers receive written notice of acceptance from the Buyers within 72
      hours after
      completion of such inspection.
      ___________________________________________________ Should
      notice of acceptance of the Vessel’s  classification
      records and of the Vessel not be received-
      by the Sellers as aforesaid, the deposit together with interest earned shall
      be released
      immediately to the Buyers, where after this Agreement shall be null and
      void.

     

    
      	*	
              4
                a) and 4b) are alternatives; delete whichever is not applicable.
                In the
                absence of deletions, alternative
                4a) to apply.

            


    

     

    
      	5.	
              Notices,
                time and place of delivery

            


    

     

    
      	a)	
              The
                Sellers shall keep the Buyers well informed of the Vessel’s itinerary and
                shall provide
                the Buyers with 20,15,
                and 7,
                5,2 daysapproximate
                and 1 definite notice
                of the estimated
                time of arrival at the ________________ intended
                place of drydocking/underwater inspection/delivery. When the Vessel
                is at
                the place of
                delivery and in every respect physically ready for delivery in accordance
                with this Agreement,
                the Sellers shall give the Buyers a written Notice of Readiness for
                delivery.

            


    

     

    
      	
              b)

            	
              The
                Vessel shall be delivered and taken over safely afloat at a safe
                and
                accessible berth or anchorage
                at/ina
                port worldwide (range/s to be advised) 
                ______________________________________________________________
                in the Sellers’
option.

            


    

     

    Expected
      time of delivery: as
      soon as practically possible following the Effective Date of the
Merger
      (as defined in the Supplemental Agreement referenced in Clause 25) but not
      later
than
      the last discharging port of the last laden voyage
      _________________

     

    Date
      of
      cancelling (see Clauses 5 c), 6 b) (iii) and 14):as
      per Supplemental Agreement referenced
      in Clause 25

     

    
      	c)	
              If
                the Sellers anticipate that, notwithstanding the exercise of duo
                diligence
                by them, the Vessel
                will not be ready for delivery by the cancelling date they may notify
                the
                Buyers in writing
                stating the date when they anticipate that the Vessel will be ready
                for
                delivery and propose
                a new cancelling date. Upon receipt of such notification the Buyers
                shall
                have the option
                of either cancelling this Agreement in accordance with Clause 14
                within 7
                running days
                of receipt of the notice or of accepting the new date as the now
                cancelling date. If the Buyers
                have not declared their option within 7 running days of receipt of
                the
                Sellers’
                notification or if the Buyers accept the new date, the date proposed
                in
                the Sellers’ notification shall
                be deemed to be the new cancelling date and shall be substituted
                for the
                cancelling date
                stipulated in line 61.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      this
      Agreement is maintained with the new cancelling date all other terms and
      conditions hereof
      including those contained in Clauses 5 a) and 5 c) shall remain unaltered and
      in
      full force
      and
      effect. Cancellation or failure to cancel shall be entirely without prejudice
      to
      any claim
      for
      damages the Buyers may have under Clause 14 for the Vessel not being ready
      by
the
      original cancelling date.

     

    
      	d)	
              Should
                the Vessel become an actual, constructive or compromised total loss
                before
                delivery the
                deposit together- with interest earned shall be released immediately
                to
                the Buyers where
                after this Agreement shall be null and
                void.

            


    

     

    
      	6.	
              Drydocking/
                Divers InspectionSee
                Game 19

            


    

     

    
      	a)**	
              The
                Sellers shall place the Vessel in drydock at the port of delivery
                for
                inspection by the Classification
                Society of the Vassel’s underwater parts below the deepest load line,
                the extent
                of the inspection being in accordance with the Classification Society’s
                rules. If the rudder,
                propeller, bottom or other underwater parts below the deepest load
                line
                are found broken,
                damaged or defective so as to affect the Vessel’s 
                class, such defects shall be made good
                at the Sellers’ expense to the satisfaction of the Classification Society
                without condition/recommendation*.

            


    

     

    
      	b)**	
              (i)
                The Vessel is to be delivered without drydocking. However, the Buyers
                shall have
                the right at their expense to arrange for an underwater inspection
                by a
                diver approved by
                the Classification Society prior to the delivery of the Vessel. The
                Sellers shall at their cost
                make the Vessel available for such inspection. The extent of the
                inspection and the conditions
                under which it is performed shall be to the satisfaction of the
                Classification Society.
                If the conditions at the port of delivery are unsuitable for such
                inspection, the Sellers
                shall make the Vessel available at a suitable alternative place near
                to
                the delivery port.

            


    

     

    (ii)
      If
      the rudder, propeller, bottom or other underwater parts below the deepest load
      line are
      found
      broken, damaged or defective so as to affect the Vessel’s class, then
      unless repairs
      can be carried out afloat to the satisfaction of the Classification Society,
      the
      Sellers shall
      arrange for the Vessel to be drydocked at their expense for inspection by the
      Classification
      Society of the Vessel’s underwater parts below the deepest load line, the
extent
      of
      the inception being in accordance with the Classification Society’s rules. If
      the rudder,
      propeller, bottom or other underwater parts below the deepest load line are
      found broken,
      damaged or defective so as to affect the Vessel’s class, such defects shall be
      made good
      by
      the- Sellers at their expense to the satisfaction of the Classification
      Society without
      condition/recommendation*. In such event the Sellers are to pay also for the
      cost of the
      underwater inspection and the Classification Society’s
      attendance.

     

    (iii)
      If
      the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable
      dry docking
      facilities are available at the port of delivery, the Sellers shall take the
      Vessel to
      a port
      where suitable drydocking facilities are available, whether within or outside
      the delivery
      range as per Clause 5 b). Once drydocking has taken place the Sellers shall
      deliver the
      Vessel at a port within the delivery range as per Clause 5 b) which shall,
      for
      the purpose
      of this clause, become the new port of delivery. In such event the cancelling
      date provided
      for in Clause 5 b) shall be extended by the additional time required for
      the drydocking
      and extra steaming, but limited to a maximum of 14 running
      days.

     

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

            


    

     

    (i)
      the
      Classification Society may require survey of the tail shaft system, the extent
      of the
      survey being to the satisfaction of the Classification surveyor. If such survey
      is not required
      by the Classification Society, the Buyers shall have the right to require the
      tailshaft to
      be
      drawn and surveyed by the Classification Society, the extent of the survey
      being
      in accordance
      with the Classification Society’s rules for -tail shaft survey and consistent
      with the
      current stage of the Vessel’s survey cycle. The Buyers shall declare whether
      they require
      the tailshaft to be drawn and surveyed not later than by the completion of
      the
inspection
      by the Classification Society. The drawing and refitting of the tailshaft shall
      be arranged by the Sellers. Should any parts of the tailshaft system be
      condemned or found defective so
      as to affect the Vessel’s class, those parts shall be renewed or made good
      to
      the
      sellers’ expense to the satisfaction of the Classification Society without
      condition/recommendation*.

     

    (ii)
      the
      expenses relating to the survey of the tail shaft system shall be
      borne
      by the
      Buyers unless the Classification Society requires such survey to the carried
      out, in which
      case the Sellers shall pay those expenses. The Sellers shall also pay the
      expenses if
      the
      Buyer require the survey and parts of the system are condemned or found
      defective or
      broken so as to affect the Vessel’s class*.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)
      the expenses in connection with putting the Vessel in and taking her out of
drydock,
      including the drydock dues and the Classification Society’s fees shall be paid
      by
      the
Sellers
      if the Classification Society issues any condition/recommendation* as a
      result of
      the
      survey or if it requires survey of the tailshaft system. In all other cases
      the
      Buyers shall
      pay
      the aforesaid expenses, dues and fees.

     

    (iv)
      the
      Buyers’ representative shall have the right to be present in the drydock, but
without
      interfering with the work or decisions of the Classification
      surveyor.

     

    (v)
      the
      Buyers shall have the right to have the underwater parts of the
      Vessel cleaned
      and painted at their risk and expense without interfering with the Sellers’ or
      the Classification
      surveyor’s work, if any, and without affecting the Vessel’s timely delivery.
      If, however,
      the Buyers’ work in drydock is still in
      progress when the Sellers have completed
      the work which the Sellers are required to do, the additional docking
      time needed
      to
      complete the Buyers’ work shall be for the Buyers’ risk and expense. In the
      event that
      the
      Buyers’ work requires such additional time, the Sellers may upon completion of
      the Sellers’
      work tender Notice of Readiness for delivery whilst the Vessel is still in
      drydock and
      the
      Buyers shall be obliged to take delivery in accordance with Clause 3, whether
      the
      Vessel is in drydock or not and irrespective of Clause 5
      b).

     

    
      	
              *

            	
              Notes,
                if any, in the surveyor’s report which are accepted by the Classification
                Society without
                condition/recommendation are not to be taken into
                account.

            


    

     

    
      	**	
              6
                a)
                and 6 b) are alternatives; delete whichever is not applicable. In
                the
                absence of deletions, alternative
                6 a) to apply.

            


    

     

    
      	7.	
              Spares/bunkers,
                etc.

            


    

     

    The
      Sellers shall deliver the Vessel to the Buyers with everything belonging to
      her
      on board and on shore.
      All spare parts and spare equipment including spare tail-end shaft(s) and/or
      spare propeller(s)/propeller
      blade(s), if any, belonging to the Vessel at the time of inspection used
      or unused,
      whether on board or not shall become the Buyers’ property, but spares on order
      are to be excluded.
      Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are
      not required to replace
      spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller
      blade(s) which are
      taken
      out of spare and used as replacement prior to delivery, but the replaced items
      shall be the
      property
      of the Buyers. The radio installation and navigational equipment shall be
      included in the sale without
      extra payment if they are the property of the Sellers. Unused stores and
      provisions shall be included
      in the sale and be taken over by the Buyers without extra payment.

     

    The
      Sellers have the right to take ashore crockery, plates, cutlery, linen and
      other
      articles bearing the Sellers’
      flag or name, provided they replace same with similar unmarked items. Library,
      forms, etc., exclusively
      for use in the Sellers’ vessel(s), shall be excluded without compensation.
      Captain’s, Officers’
      and Crew’s personal belongings including the slop chest are to be excluded from
      the sale, as
      well
      as the following additional items (including items on hire): To
      Be Advised

     

    The
      Buyers shall take over the remaining bunkers (if
      same are property of the Sellers)and
      unused lubricating
      oils in storage tanks and _____________________ sealed
      drums and pay the current not market price (excluding barging expenses)
      at the port and date of
      delivery of the Vessel.See
      Clause 20 _________________________________ Payment
      under this Clause shall be made at the same time and place and in the same
      currency as the
      Purchase Price.

     

    
      	8.	
              Documentation

            


    

     

     The
      place
      of closing: New
      York, USA

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
      with delivery documents,
      namely:


     

    
      	a)	
              Legal
                Bill of Sale in a form recordable in Marshall
                Islands (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.

            


    

     

    
      	c)	
              Confirmation
                of Class issued within 72 hours3
                working days prior
                to delivery.

            


    

     

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

            


    

     

    
      	e)	
              Certificate
                of Deletion of the Vessel from the Vessel’s registry or other official
                evidence of deletion
                appropriate to the Vessel’s registry at the time of delivery, or, in the
                event that the registry
                does not as a matter of practice issue such documentation immediately,
                a
                written undertaking
                by the Sellers to effect deletion from the Vessel’s registry forthwith and
                furnish a Certificate
                or other official evidence of deletion to the Buyers promptly and
                latest
                within 4 (four)
                weeks after the Purchase Price has been paid and the Vessel has been
                delivered.

            


    

     

    
      	f)	
              Any
                such additional documents as may reasonably be required by the competent
                authorities for
                the purpose of registering the Vessel, provided the Buyers notify
                the
                Sellers of any such documents
                as soon as possible after the date of this Agreement. See
                Clause 22

            


    

     

    At
      the
      time of delivery the Buyers and Sellers shall sign and deliver to each other
      a
      Protocol of
      Delivery
      and Acceptance confirming the date and time of delivery of the Vessel from
      the
      Sellers to the Buyers. 

     

    At
      the
      time of delivery the Sellers shall hand to the Buyers the classification
      certificate(s) as well as all plans,
      instruction books, maintenance records etc.,
      which are on board the Vessel. Other certificates which
      are
      on board the Vessel shall also  ________________________________
be
      handed
      over to the Buyers unless the Sellers are required to retain same, in which
      case
      the Buyers
      to
      have the right to take copies. Other technical documentation which
      may be
      in the
      Sellers’ possession shall be promptly forwarded to the Buyers at their expense,
if they so request.
      The Sellers may keep the Vessel’s log books but the Buyers to have the right to
      take copies
      of
      same.

     

    
      	9.	
              Encumbrances

            


    

     

    The
      Sellers warrant that the Vessel, at the time of delivery, is free from all
      charters (other
      than term employment/charters
      contemplated by the Supplemental Agreement referenced in Clause 25),
encumbrances, 
      _____________________________________________________________________
mortgages
      and maritime liens or any other debts whatsoever. The Sellers hereby undertake
      to
      indemnify the Buyers against all consequences of claims made against the Vessel
      which have been
      incurred prior to the time of delivery. The
      Vessel on delivery to be delivered free of cargo /cargo residues,
      and free of any dunnage.

     

    
      	10.	
              Taxes,
                etc.

            


    

     

    Any
      taxes, fees and expenses in connection with the purchase and registration under
      the Buyers’ flag shall be for the Buyers’ account, whereas similar charges in
      connection with the closing of the Sellers’ register
      shall be for the Sellers’ account.

     

    
      	11.	
              Condition
                on delivery

            


    

     

    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
      excepted.
      However,
      the Vessel shall be delivered with her class maintained without
      condition/recommendation*, free
      of
      average damage affecting the Vessel’s class, and with her classification
      certificates and International/national
      certificates
      andsurveys,
      as
      well
      as all other certificates the Vessel had at the time
      of
agreement inspection,
      valid and unextended
      without condition/recommendation* by Class or the relevant authorities
for
      a minimum of 1
      month from at
      the time of _______________ delivery.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Inspection”
      in this Clause 11 and
      in Clause 7, Line 157, shall
      mean the Buyers’ inspection according to Clause 4 a) or 4 b), if 
_________________________________ applicable, or the Buyers’ inspection prior to
      the signing of this Agreement. If the Vessel is taken over without
      inspection, the date of this Agreement shall be the relevant date.

     

    
      	*	
              Notes,
                if any, in the surveyor’s report which are accepted by the Classification
                Society without
                condition/recommendation are not to be taken into
                account.

            


    

     

    
      	12.	
              Name/markings 

            


    

     

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

     

    
      	13.	
              Buyers’
                default

            


    

     

    Should
      the deposit not be paid in accordance with Clause 2, the Sellers have the right
      to cancel this Agreement,
      and they shall be entitled to claim compensation for their losses and for all
      expenses incurred
      together with interest.  

     

    Should
      the Purchase Price not be paid in accordance with Clause 3, the Sellers have
      the
      right to cancel
      the Agreement, in which case the deposit together with interest earned
      shall be released to the Sellers.
      If the deposit does not cover their loss, the Sellers shall be entitled
      to claim further compensation
      for their losses and for all expenses incurred together with
      interest.

     

    
      	14.	
              Sellers’
                default as
                per Supplemental Agreement referenced in Clause
                25

            


    

     

    Should
      the Sellers fail to give Notice of Readiness in accordance with Clause 5 a)
      or
      fail to be ready to
      validly complete a legal transfer by the date stipulated in line 61 the Buyers
      shall have the
      option of cancelling this Agreement provided always that the Sellers shall
      be
      granted a maximum
      of 3 banking days after Notice of Readiness has boon given to make
      arrangements for
      the
      documentation set out in Clause 8. If after Notice of Readiness has been given
      but before
      the
Buyers
      have taken delivery, the Vessel ceaces to be physically ready for delivery
      and
      is not made
      physically ready again in every respect by the date stipulated in line 61 and
      new Notice of Readiness
      given, the Buyers shall retain their option to cancel. In the event that the
      Buyers elect to
      cancel
      this Agreement the deposit together with interest earned shall be released
      to
      thorn immediately. 

     

    Should
      the Sellers fail to give Notice of Readiness by the date stipulated in line
      61
      or fail to be ready to
      validly complete a legal transfer as aforesaid they shall make duo compensation
      to the Buyers for their
      loss and for all expenses together with interest if their failure is due to
      proven negligence
      and whether or not the Buyers cancel this Agreement.

     

    
      	15.	
              Buyers’
                representatives See
                Clause 21

            


    

     

    After
      this Agreement has been signed by both parties and the deposit has boon lodged,
      the Buyers have
      the
      right to place two representatives on board the Vessel at their sole risk and
      expense upon arrival
      at  ___________________ on or about 
      _____________________________________________________________________
Those
      representatives are on board for the purpose of familiarisation and in the
      capacity of observers
      only, and they shall not interfere in any respect with the operation of the
      Vessel, The Buyers’
      representatives shall sign the Sellers’ letter of indemnity prior to their
      embarkation.

     

    
      	16.	
              Arbitration

            


    

     

    
      	
              a*)

            	
              This
                Agreement shall be governed by and construed in accordance with English
                law and any
                dispute arising out of this Agreement shall be referred to arbitration
                in
                London in accordance
                with the Arbitration Acts 1950 and 1979 or any statutory modification
                or re-enactment
                thereof for the time being in force, one arbitrator being appointed
                by
                each party.
                On the receipt by one party of the nomination in writing of the other
                party’s arbitrator, that
                party shall appoint their arbitrator within fourteen days, failing
                which
                the decision of the single
                arbitrator appointed shall apply. If two arbitrators properly appointed
                shall not agree they
                shall appoint an umpire whoso decision shall be
                final.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              b)*
                

            	
              This
                Agreement shall be governed by and construed in accordance with Title
                9 of
                the United
                States Code and the Law of the State of New York and should any dispute
                arise out of 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 by the two
                so
                chosen; their
                decision or that of any two of them shall be final, and for purpose
                of
                enforcing any award, this Agreement
                may be made a rule of the Court. 

               

              The
                proceedings shall be conducted in accordance with the rules of the
                Society
                of Maritime Arbitrators,
                Inc. New York.

            


    

     

    
      	c)*	
              Any
                dispute arising out of this Agreement shall be referred to arbitration
                at
                _______________________________________, subject to the procedures
                applicable there. The
                laws of ____________________________________shall
                govern this Agreement.

            


    

     

    
      	
              *

            	
              16
                a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
                In the absence of deletions,
                alternative 16 a) to apply.

            


    

     

    Clauses
      17-25 both inclusive are deemed are part of this
      agreement

     

    This
      Charter Party is a computer generated copy of the “SALEFORM 1993” form printed
      by authority of Norwegian Shipbrokers’ Association
      using software which is the copyright of Strategic Software Ltd. Any insertion
      or deletion to the form must be clearly visible. In the
      event
      of any modification made to the preprinted text of this document which is not
      clearly visible, the text of the original approved document shall apply.
      Norwegian Shipbrokers’ Association and Strategic Software Ltd. assume no
      responsibility for any loss or damage caused
      as
      a result of discrepancies between the original approved document and this
      document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ADDITIONAL
      CLAUSES

    TO
      THE MEMORANDUM OF AGREEMENT - SALE FORM 1993

    DATED
      JANUARY 12, 2007 FOR M.V. ‘I DUCKLING’ (THE VESSEL)

    BETWEEN
      I DUCKLING CORPORATION. PANAMA (THE SELLERS)

    AND
      STAR BULK CARRIERS CORP. MARSHALL ISLANDS OR

    NOMINEE
      (THE BUYERS)

     

    CLAUSE
      17

     

    This
      sale
      is part of the sale and delivery of the following additional Motor
      Vessels:

     

    M.V.
“A
      Duckling” 

    M.V.
“B
      Duckling” 

    M.V.
“C
      Duckling”

    M.V.“F
      Duckling” 

    M.V.
“G
      Duckling” 

    M.V.
“J
      Duckling” 

    M.V.
      “Mommy Duckling”

     

    registered
      in the respective ownership of the following Owners:

     

    A
      Duckling Corporation, Panama 

    B
      Duckling Corporation, Panama 

    C
      Duckling Corporation, Panama 

    F
      Duckling Corporation, Panama 

    G
      Duckling Corporation, Panama 

    J
      Duckling Corporation, Panama 

    Mommy
      Management Corp., Panama

     

    and
      all
      ultimately beneficially owned by TMT Co., Ltd., Taiwan (“TMT”). In the event
that
      one
      or more of the above vessels are not delivered pursuant to their respective
      MOA’s
      for
      any reason whatsoever, TMT hereby agrees and assumes the obligation to
      substitute the non-delivered vessel(s) with replacement tonnage pursuant and
      subject
      to the terms of the Supplemental Agreement referenced in Clause 25.

     

    CLAUSE
      18

     

    This
      sale
      is subject to:

     

    
      	
            	i)	
              STAR
                MARITIME ACQUISITION CORP. Delaware (“Star Maritime”) a
                listed company in the AMEX being the parent company of the Buyers
                filing
                a definitive proxy/registration statement (the “Registration Statement”)
                with
                the Securities and Exchange Commission (the “SEC”) and such
                Registration Statement being declared effective by the
                SEC.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	ii)	
              Star
                Maritime obtaining the requisite approval of its stockholders for
                the
                Merger (as defined in Supplemental Agreement referenced in Clause
                25)
                and the sale of the vessels provided for in the Supplemental Agreement
                referenced in Clause 25 at a duly convened stockholders’ meeting.

            


    

     

    CLAUSE
      19

     

    No
      dry-docking / however the Buyers have the right at Buyers’ expense to carry out
an
      under-water (defined as ‘parts below the sea water line at time of divers
inspection’)
      inspection prior to or at the delivery port and the Sellers shall make the
      vessel
      available for such under-water inspection. Inspection of underwater parts
shall
      be
      carried out by divers approved by the class with the presence of class
surveyor
      and the Sellers/Buyers representatives. Such diver inspection shall be
carried
      out in a manner acceptable to class surveyor. If the conditions at the port
      of
delivery
      are unsuitable for such inspection, the Sellers shall make the Vessel
available
      at a suitable alternative place near the delivery port.

     

    In
      the
      event of any damage/s being found which lead to a recommendation by the
classification
      society and immediate repairs are required, the Sellers shall then
      dry-dock
      the
      Vessel in accordance with clause 6 of the Norwegian Sale Form 1993, and
Sellers
      shall repair same to class satisfaction. Cancelling date to be extended
accordingly.

     

    If
      damage/s are found which lead to a recommendation by the classification society,
      repair/s
      of which maybe be carried out by the Buyers at a later stage, as per
classification
      society recommendation, then in lieu of Buyers taking delivery of the
Vessel
      with said recommendation/s the Sellers shall pay to the Buyers the estimated
      repairing
      direct cost - this amount will be deducted from the purchase price on
delivery.

     

    This
      estimated repairing direct cost shall be the average cost of 2 quotations from
      reputable
      yards/repair shops at or near the delivery port, 1 obtained by Buyers and 1
      obtained
      by Sellers determined in accordance with the cost of such repairs prevailing
      at
the
      time
      of delivery of the Vessel, for repair works only without dry-docking costs
      and
without
      costs of possible time lost, and in any case for the direct cost/s
      only.

     

    It
      is
      understood that class shall be the sole arbiter in any matter under this Clause
      19 affecting
      the Vessel’s class.

     

    The
      costs
      of class surveyor’s fee and diver inspection will be for the Buyers’
account.

     

    CLAUSE
      20

     

    The
      Buyers are to pay extra for unused/unbroached lubricating oils in drums and
      designated storage tanks ‘remaining on board’ as per actual cost evidenced by
      net invoice
      prices including discounts. Also extra payment for bunkers ‘remaining on
board’
at
      the Sellers’ last paid prices (either bought in the open market or paid to last
charterers)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CLAUSE
      21

     

    As
      from
      the Effective Date of Merger (as defined in the Supplemental Agreement
referenced
      in Clause 25) Buyers shall have the right to place onboard up to a maximum
      of
      three
      (3) representatives until delivery as observers for familiarisation purposes
      only
      without interference to the Vessel’s operation at Buyer’s risk and expense.
Representatives
      are to sign Sellers’ indemnity form. Sellers shall assist where necessary
      in the application for visas for Buyer’s ongoing representatives. Upon
Vessel’s
      arrival at the delivery port Buyers shall have the right to place on board
      three
      (3) more representatives on a daily basis up until delivery. Buyers
      representatives to have
      the
      right to communicate with their office / managers via the Vessel’s communication
      means always at Buyers’ cost. The Buyers’ representatives shall have
full
      access to Vessel’s all non-private spaces, as well as to instruction books,
      plans, certificates,
      records, documents, plans, drawings and shall have the right to take
photocopies
      of same but should not interfere with the Vessel’s cargo discharge operations,
      if any.

     

    CLAUSE
      22

     

    Sellers
      and Buyers to supply documentation which may be reasonably required and to
      be
      mutually agreed for the legal transfer of the Vessel and for her Marshall
Islands
      registration under new flag and ownership (such list to form an addendum to
      the
      MOA).

     

    At
      the
      time of delivery, in addition to other documents to be agreed per this clause,
      Buyers
      shall furnish Sellers with the following delivery documents:

     

    
      	(i)	
              Novation
                Agreement duly executed by Buyers;

            


    

     

    
      	
              (ii)

            	
              Secretary’s
                Certificate of Buyers authorizing this MOA, the Supplemental Agreement
                and the Novation Agreement in respect of the charter of the Vessel,
                together with incumbency certificates; and


            


    

     

    
      	
              (iii)
                

            	
              Secretary’s
                Certificate of each of Star Maritime and Star Bulk authorizing the
                Master
                Agreement, the Supplemental Agreement and this MOA, together with
                incumbency certificates.

            


    

     

    At
      the
      time of delivery, in addition to other documents to be agreed per this clause,
      Sellers
      shall furnish Buyers with the following delivery documents:

     

    
      	(i)	
              Novation
                Agreement duly executed by Sellers and the
                charterer;

            


    

     

    
      	(ii)	
              Secretary’s
                Certificate of Sellers authorizing this MOA, the Supplemental Agreement
                and the Novation Agreement in respect of the charter of the Vessel,
                together with incumbency certificates; and


            


    

     

    
      	
              (iii)
                

            	
              Secretary’s
                Certificate of each of TMT authorizing the Master Agreement, the
                Supplemental
                Agreement and this MOA, together with incumbency certificates.

            


    

     

    CLAUSE
      23

     

    Sellers
      warrant that on the date hereof and on the date of closing, the Vessel shall
      be
      entitled to trade worldwide within Institute Warranty Limits without restriction
      on limitation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        CLAUSE
          24

         

        All
          instruction books, drawings, plans and manuals, on board or ashore in
          owners/managers office that are in Sellers possession are to be delivered
          to the
          Buyers except ISM manuals and ship security plan. The Sellers to forward
          office
          set as soon as possible after delivery to the Buyer’s office. All forwarding
          costs to be for Buyers account.

        


        CLAUSE
          25

         

        This
          agreement is one of the “MOAs” referred to and defined in (i) that certain
          Supplemental Agreement dated the date hereof and executed and delivered
          concurrently herewith by and among Buyers, Star Maritime as the 100pct
          parent of
          the Buyers, and TMT, the 100pct parent of the Sellers and is incorporated
          herein
          by reference, and (ii) the Master Agreement dated the date hereof and executed
          and delivered concurrently herewith by TMT, Buyers and Star Maritime, and
          is
          incorporated by reference. If there is any inconsistency between the terms
          of
          this agreement and the terms of said Supplemental Agreement and/or said
          Master
          Agreement, the terms of said Supplemental Agreement and said Master Agreement
          shall control.

        


        


        
          	
                  THE
                    SELLERS

                	
                  THE
                    BUYERS

                
	 	 
	
                  /s/
                    Nobu Su

                	
                  /s/
                    Prokopios Tsirigakis

                
	
                  ____________________

                	
                  _____________________