SUPPLEMENTAL
      AGREEMENT

     

    This
      Supplemental Agreement is entered into as of this 12th
      day of
      January, 2007 by and among
      (i)
      Star Maritime Acquisition Corp. ("Star Maritime"), a Delaware corporation,
      (ii)
      Star Bulk
      Carriers Corp. ("Star Bulk"), a Marshall Islands corporation wholly-owned by
      Star Maritime,
      for itself individually and for/on behalf of each of the Buyers (as hereinafter
      defined), and
      (iii)
      TMT Co., Ltd. ("TMT"), a Taiwan corporation, for itself individually and for/on
      behalf of
      each
      of the Sellers (as hereinafter defined).

     

    Capitalized
      terms not otherwise defined herein shall have the meanings assigned to such
      terms
      in
      Schedule 1 hereto.

     

    The
      purpose of this Supplement Agreement is, inter 
      alia,
      to
      provide for the timing of the delivery
      of, and payment of the consideration for, the Vessels as provided for under
      the
      MOAs which
      are
      being concurrently executed and delivered herewith.

     

    In
      consideration of the premises, the parties hereto agree as follows:

     

    
      	1.  	
              If
                the Merger and the acquisition by Star Bulk of the Vessels are not
                approved by the
                requisite vote of the stockholders of Star Maritime on the Proxy
                Vote
                Date, the
                MOAs and this Supplemental Agreement shall be deemed
                terminated, cancelled
                and of no further force and effect, in each case with any further
                action
                required
                of the parties.

            


    

    
      	 	 


    

    
      	                 
              2.	
              
                If
                  the Merger and the acquisition by Star Bulk of the Vessels are
                  approved by
                  the requisite
                  vote of the Star Maritime stockholders on the Proxy Vote Date,
                  Star Maritime
                  and Star Bulk shall proceed forthwith to take all actions necessary
                  to implement
                  the Merger on or before the Effective Date of
                  Merger.

              

            


    

     

    
      	 	
                   
                3.

            	
              Star
                Bulk shall purchase the Vessels for the Aggregate Purchase Price,
                which consists
                of two components: (1) the Stock Consideration and (2) the Cash
                Consideration.
                The Aggregate Purchase Price shall be paid as
                follows:

            


    

     

    
      	
            	(i)	
              first,
                in the form of the Stock Consideration (which shall be issued to
                TMT,
                not in its individual capacity but solely as agent for each of the
                applicable
                Sellers, concurrently with the Merger);
                and

            


    

     

    
      	
            	(ii)	
              second,
                only after Vessels with an aggregate value (as set forth in Schedule
                2 hereto) that equals the aggregate value of the Stock Consideration
                (the "Stock
                Consideration Threshold")
                have been delivered, in
                the form of the Cash Consideration.

            


    

     

    If
      a
      Vessel is delivered whose value, together with all previous Vessels
      delivered, exceeds
      the Stock Consideration Threshold, the remaining portion of the
      allocated Aggregate
      Purchase Price for such Vessel and any other remaining Vessels shall be
      paid
      in the form of Cash Consideration upon delivery of each such Vessel (allocated
      as per Schedule 2 hereto).


    
      
        
        

      

      
        1

        
          

        

      

       

    


    
      	
            	
              4.  
                

            	
              As
                the 100% parent of each of the Sellers and the Buyers, respectively,
                TMT
                and Star
                Maritime hereby guarantees the due and punctual performance of each
                of the
                Sellers and the Buyers, respectively, under the relevant
                MOA.

            


    

     

    
      	
            	
              5.  
                

            	
              The
                Vessels, on delivery under the MOAs, shall be operated either on
                a spot
                basis or
                subject to term employment called for, with minimum terms and aggregate
                minimum
                daily hire rate, as provided for in Schedule 4. Term employment shall
                be
                with first class charterers and otherwise shall contain standard
                industry
                terms for
                employment of such Vessels and also a charter clause and a form of
                novation agreement,
                both substantially in the forms attached hereto as Exhibit A and
                B,
                respectively.
                TMT undertakes to procure such term employment by the Sellers with
                a third party or, in the case of the Mommy Duckling and, at its sole
                option, one
                of C
                Duckling, F Duckling, G Duckling or I
                Duckling,
                with
                itself as charterer, as
                soon as possible but no later than thirty (30) days from the date
                of this
                Supplemental
                Agreement or to pay Star Bulk the difference between the aggregate
                daily hire rate so fixed and the aggregate minimum daily hire rate
                provided
                for in Schedule 4 (which aggregate daily hire rate difference shall
                be
                calculated
                from the time of delivery of all such Vessels under the MOAs) during
                the
                relevant minimum employment term set forth in Schedule 4 (which minimum
                employment
                term shall be measured from the date of delivery of the applicable
                Vessel
                to its charterers under the applicable charter). Should TMT be unable
                to
                secure
                a novation agreement substantially in the form attached hereto as
                Exhibit
                B with
                respect to A
                Duckling prior
                to or at delivery of the Vessel, the Buyer shall, concurrent
                with delivery, time charter the Vessel to TMT or an affiliate designee
                of
                TMT on the same terms and conditions as the Vessel's current time
                charter
                term
                employment.

            


    

     

    
      	
            	
              6.  
                

            	
              If
                any of the Sellers is unable to deliver its Vessel pursuant to and
                in
                compliance with
                the terms of its MOA, Star Bulk and TMT shall confer and cooperate
                to
                identify
                mutually acceptable replacement vessel and enter into a binding purchase
                agreement
                for such replacement vessel within forty-five (45) days from the
                required
                delivery date of the Vessel being replaced. Should the purchase price
                (based on prevailing market rates) of any replacement vessel be higher
                than the the
                portion of the Aggregate Purchase Price allocated to the Vessel being
                replaced,
                Star Bulk hereby agrees to pay TMT or its nominee in cash such price
                difference,
                which payment shall be made concurrently with delivery of the replacement
                Vessel. Should the purchase price (based on prevailing market rates)
                of
                any replacement vessel be lower than the Aggregate Purchase Price
                allocated to the
                Vessel being replaced, TMT hereby agrees to pay in cash to Star Bulk
                such
                price
                difference, which payment shall be made concurrently with delivery
                of the
                replacement Vessel. If a binding purchase agreement for a replacement
                vessel is not entered into within the required forty-five (45) days
                period, Star Bulk/Buyer shall
                have the right to terminate the MOA for the Vessel being replaced
                whereupon
                neither party to such MOA shall have any rights or liabilities
                thereunder.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
            	
              7.  
                

            	
              This
                Supplemental Agreement shall be governed 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 under this Supplemental Agreement the matter in
                dispute
                shall
                be referred to three persons at New York, one to be appointed by
                Star
                Maritime
                and Star Bulk and one to be appointed by TMT, and the third by the
                two
                so
                chosen; their decision or that of any two of them shall be final
                and for
                the purpose
                of enforcing of any award, this Supplemental 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. in New
                York.

            


    

     

    
      	
            	
              8.  
                

            	
              In
                the event of any conflict between the provisions of any MOA and this
                Supplemental
                Agreement, the provisions of this Supplement Agreement shall prevail.

            


    

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        3

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Supplemental Agreement to
      be
      executed and delivered as of this date first indicated above by these duly
      authorized officers or
      representatives.

    
      	 	 	 
	 	
              STAR
                MARITIME ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Prokopios Tsirigakis
	 	
              
Name:
              Prokopios Tsirigakis
Title: Chairman, Chief
              Executive Officer and President


    

    
      	 	 	 
	 	 	 
	 	
              
                STAR
                  BULK CARRIERS CORP., 
                  for
                    itself individually and for/on behalf of each of the
                    Buyers

                

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Prokopios Tsirigakis
	 	
              
                

              

              Name: Prokopios Tsirigakis
Title:
                President

            


    

    
      
        	 	 	 
	 	 	 
	 	
                
                  
                    TMT
                      CO., LTD.,

                    
                      for
                        itself individually and for/on behalf of each of the
                        Sellers

                    

                  

                

              
	 
 	 
 	 
 
	
              	By:  	/s/ Nobu Su
	 	
                
Name:
                Nobu Su
Title: Chairman and Chief Executive
                Officer


      


      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    SCHEDULE
      1

     

    
      DEFINITIONS


    

     

    As
      used
      in the Supplemental Agreement to which this Schedule 1 is attached, the
following
      terms have the meanings set forth below:


    

      
        	
                "Aggregate
                  Purchase Price" 

              	
                shall
                  mean $345,237,520.

              
	 	 
	
                "Buyers"

              	
                shall
                  mean, collectively, Star Bulk and those entities wholly-owned
                  by Star Bulk for and on behalf of which Star
                  Bulk is purchasing the Vessels.

              
	 	 
	
                "Cash
                  Consideration" 

              	
                shall
                  mean $ 224,499.998.65.

              
	 	 
	
                "Effective
                  Date of Merger"

              	
                shall
                  mean the date, which shall not more than 15 days of the
                  Proxy Vote Date approving the Merger, on which the merger of Star
                  Maritime
                  into Star Bulk becomes effective under
                  the Marshall Islands law.

              
	 	 
	
                "Merger"
                  

              	
                shall
                  mean the business combination of Star Maritime with
                  Star Bulk effected by way of a merger in which Star Bulk
                  is the surviving corporation.

              
	 	 
	
                "Proxy
                  Vote Date"

              	
                shall
                  mean the date on which the proposed merger of Star Maritime
                  into Star Bulk is submitted for vote of the shareholders of Star
                  Maritime.

              
	 	 
	
                "MOAs"
                  

              	
                shall
                  mean, collectively, the memoranda of agreement listed
                  and described in Schedule 3.

              
	 	 
	
                "Sellers"

              	
                shall
                  mean, collectively, those entities wholly-owned by TMT
                  and identified as sellers of the Vessels in the MOAs listed on
                  Schedule
                  3.

              
	 	 
	
                "Stock
                  Consideration"

              	
                shall
                  mean 12,537,645 shares of common stock, par value $0.01
                  per share, of the Star Bulk, equivalent to $120,737,521.35.

              
	 	 
	
                "Stock
                  Consideration Threshold"

              	
                shall
                  have the meaning set forth in Section 3(ii).

              
	 	 
	
                "Vessels"

              	
                shall
                  mean, collectively, the vessels listed on Schedule 2 and
                  to be delivered under the MOAs listed on Schedule
                  3.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2 

     

    AGGREGATE
      PURCHASE PRICE ALLOCATION

     

    
      	
              Vessel
                Name

            	 	
               Price
                Allocation

            	 
	
              A
                DUCKLING

            	 	
              $

            	
              59,329,707.14

            	 
	
              B
                DUCKLING

            	 	 	
              61,375,559.11

            	 
	
              C
                DUCKLING

            	 	 	
              43,474,354.37

            	 
	
              F
                DUCKLING

            	 	 	
              40,917,039.41

            	 
	
              G
                DUCKLING

            	 	 	
              40,917,039.41

            	 
	
              I
                DUCKLING

            	 	 	
              42,451,428.39

            	 
	
              J
                DUCKLING

            	 	 	
              43,985,817.36

            	 
	
              MOMMY
                DUCKLING

            	 	 	
              12,786,574.81

            	 
	
              Aggregate
                Purchase Price: 

            	 	
              $

            	
              345,237,520.00

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3 

     

    MEMORANDA
      OF AGREEMENT

     

    Memorandum
      of Agreement relating to the A Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and A Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the B Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and B Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the C Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and C Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the F Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and F Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the G Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and G Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the I Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and I Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the J Duckling dated January 12, 2007 between Star
      Bulk
      Carriers Corp., as buyer, and J Duckling Corporation, as seller.

     

    Memorandum
      of Agreement relating to the Mommy Duckling dated January 12, 2007 between
      Star
      Bulk Carriers Corp., as buyer, and Mommy Management Corp., as
      seller.


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    SCHEDULE
      4


     

    
      	
              Vessel

            	 	
              Contract
                Type/ Minimum
                Term Employment

            	 	
              Targeted
                Daily Hire Rate

            	 
	
              A
                DUCKLING

            	 	Time
              Charter/3 Years	 	
              $

            	
              47,000

            	 
	
              C
                DUCKLING

            	 	Time
              Charter/1 Year	 	
              $

            	
              28,500

            	 
	
              F
                DUCKLING

            	 	Time
              Charter/2 Years	 	
              $

            	
              24,500

            	 
	
              G
                DUCKLING

            	 	Time
              Charter/2 Years	 	
              $

            	
              24,500

            	 
	
              I
                DUCKLING

            	 	Time
              Charter/1 Year	 	
              $

            	
              28,500

            	 
	
              MOMMY
                DUCKLING

            	 	Time
              Charter/1 Year	 	
              $

            	
              18,000

            	 
	 	 	Aggregate
              Minimum Daily Hire Rate:	 	$	171,000	 


    

    
      	
              B
                DUCKLING

            	 	
              Spot

            	 	
            	
              N/A

            	 
	
              J
                DUCKLING

            	 	Spot	 	
               

            	
              N/A

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A 

     

    FORM
      OF
      CHARTER CLAUSE

     

    The
      [Charterer] hereby acknowledges that the [Owner] or its parent, TMT CO., LTD.,
      a
      Taiwan corporation
      (or "TMT"), may transfer the Vessel to STAR BULK CARRIERS CORP., a Marshall
      Islands corporation ("Star Bulk") or a wholly-owned subsidiary of Star Bulk,
      and
further
      agrees to consent to such sale and enter into a novation agreement,
      substantially in the form
      attached hereto as Exhibit [______], pursuant to which the [Owner] will transfer
      all of its rights, liabilities,
      duties and obligations with respect to the [Charterer] under [the Charter
      Agreement] with
      effect from and including the date of the delivery of the Vessel to Star Bulk
      or
      a wholly-owned subsidiary of Star Bulk.


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    EXHIBIT
      B


     

    [FORM
      OF] 

    NOVATION
      AGREEMENT

     

    THIS
      NOVATION AGREEMENT (this "Agreement")
      is
      made and entered into as of [_______],
      2007,
      by and among [___________],
      a
      [____________]
      corporation (the
      "Transferor"), [___________],
      a
      company incorporated under the laws of [___________]
      and the
      charterer of the Vessel (the "Charterer") and [___________],
      a
Marshall
      Islands corporation (the "Transferee").

     

    WITNESSETH:

     

    WHEREAS,
      the Transferor owns the [___________],
      a
      drybulk carrier with a cargo-carrying
      capacity of [___________]
      deadweight tons (the "Vessel");

     

    WHEREAS,
      the Vessel is to be sold by the Transferor to the Transferee pursuant to a
      memorandum
      of agreement dated January [______],
      2007
      (the "MOA");

     

    WHEREAS,
      the Transferor and the Charterer are parties to a charter agreement, dated
      [___________],
      2007,
      for the charter of the Vessel (the "Charter Agreement");

     

    WHEREAS,
      the Transferor desires to transfer by novation to the Transferee, and the
Transferee
      wishes to accept the transfer by novation of all the rights, liabilities, duties
      and obligations of the Transferor with respect to the Charterer under the
      Charter Agreement with effect
      from and including the date of the delivery of the Vessel to the Transferee
      (the
      "Novation Date");

     

    WHEREAS,
      the Transferor desires to transfer by novation to the Transferee, and the
Transferee
      wishes to accept the transfer by novation, of all the rights, liabilities,
      duties and obligations of the Transferor with respect to the Charterer under
      the
      Charter Agreement with effect
      from and including the Novation Date; and

     

    WHEREAS,
      the Charterer desires to consent to the Transferor's sale of the Vessel
pursuant
      to the MOA and transfers by novation to the Transferee of all the rights,
      liabilities, duties
      and obligations of the Transferor with respect to the Charterer under the
      Charter Agreement
      with effect from and including the Novation Date.

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties and
covenants
      contained in this Agreement and other good and valuable consideration (the
      receipt and
      sufficiency of which are hereby acknowledged by each of the parties), the
      parties hereto agree
      as
      follows:

     

    1.
      Novation

     

    With
      effect from and including the Novation Date:

     

    (a)
      the
      Charterer consents to the Transferor's sale of the Vessel to the Transferee
      pursuant
      to the MOA, the change of the Vessel's flag to the Republic of the Marshall
      Islands
      and the change of the Vessel's name as directed by the
      Transferee;



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    (b) the
      Charterer releases the Transferor from the Transferor' obligations and
liabilities
      to the Charterer under the Charter Agreement arising on or after the Novation
      Date
      and
      which relate to the period commencing from the Novation Date, such release
      and
      discharge being without prejudice to the obligations and liabilities of the
      Transferee to
      the
      Charterer pursuant to the Charter Agreement;

     

    (c) the
      Transferee agrees with the Transferor and the Charterer to assume all the
rights,
      title, benefit, interest, liabilities and obligations of the Transferor in
      and
      under the Charter
      Agreement, in lieu of the Transferor, arising on or after the Novation Date
      and
which
      relate to the period commencing from the Novation Date and hereby undertakes
      to
observe
      and perform in favor of and for the benefit of the Charterer all such
      obligations and
      liabilities arising on or after the Novation Date and which relate to the period
      commencing
      from the Novation Date;

     

    (d) the
      Charterer agrees with the Transferee to observe and perform in favor of and
      for
      the
      benefit of the Transferee, in lieu of the Transferor, all of their obligations
      and liabilities
      under the Charter Agreement arising on or after the Novation Date and which
      relate
      to
      the period commencing from the Novation Date;

     

    (e) the
      Charterer expressly consents to and accept the assumption by the Transferee
      of
      the
      rights, title, benefit, interest, obligations and liabilities of the Transferor
      under the Charter
      Agreement, in lieu of the Transferor, arising on or after the Novation Date
      and
which
      relate to the period commencing from the Novation Date and agrees that any
      actions,
      proceedings, demands, claims, liabilities, damages, costs and expenses of any
      nature
      whatsoever arising on or after the Novation Date shall be made against the
      Transferee
      and not the Transferor;

     

    (f) the
      Transferor agrees at all times to keep the Transferee, its successors and
assigns
      fully indemnified against all actions, proceedings, demands, claims,
      liabilities, damages,
      costs and expenses of any nature whatsoever (other than indirect, consequential,
      punitive or special damages), made against the Transferee, its successors and
      assigns or for which the Transferee, its successors and assigns may be held
      liable in relation
      to such actions, proceedings, demands, claims, liabilities, damages, costs
      and
expenses
      of the Transferor accrued or existing prior to the Novation Date. The
Transferee
      shall give the Transferor prompt written notice of any such actions,
proceedings,
      demands, claims, liabilities, damages, costs and expenses of any nature
whatsoever,
      which the Transferee believes will give rise to indemnification by the
Transferor
      under this paragraph and the Transferor shall have the right to defend and
      to
direct
      the defense against any such claim, suit or demand, in the Transferor's name
      at
      the Transferor's
      expense and with counsel of Transferor's own choosing, which counsel shall
      be
      reasonably satisfactory to the Transferee; provided that such claim, suit or
      demand would
      not
      adversely affect any rights of the Transferee or the ownership and operation
      of
      the Vessel; and

     

    (g) the
      Transferee agrees at all times to keep the Transferor, its successors and
assigns
      fully indemnified against all actions, proceedings, demands, claims,
      liabilities, damages,
      costs and expenses of any nature whatsoever (other than indirect, consequential,
      punitive or special damages), made against the Transferor, its successors and
      assigns or for which the Transferor, its successors and assigns may be held
      liable in relation to such actions, proceedings, demands, claims, liabilities,
      damages, costs and expenses
      of the Transferee accrued or existing on or after the Novation Date. The
Transferor
      shall give the Transferee prompt written notice of any such actions,
proceedings,
      demands, claims, liabilities, damages, costs and expenses of any nature
whatsoever,
      which the Transferor believes will give rise to indemnification by the
Transferee
      under this paragraph and the Transferee shall have the right to defend and
      to
direct
      the defense against any such claim, suit or demand, in the Transferee's name
      at
      the Transferee's
      expense and with counsel of Transferee's own choosing, which counsel
shall
      be
      reasonably satisfactory to the Transferor; provided that such claim, suit or
      demand
      would not adversely affect any rights of the Transferor.


    
      
        
        

      

      
        2

        
          

        

      

       

    

     

    2.
      Representations and Warranties.

     

    Each
      party represents to the other party that:

     

    (a) Status.
      It is
      duly organized and validly existing under the laws of the jurisdiction
of
      its
      organization or incorporation and, if relevant under such laws, in good
      standing;

     

    (b) Powers.
      It has
      the power to execute this Agreement and any other documentation relating to
      this
      Agreement to which it is a party, to deliver this Agreement and any other
documentation
      relating to this Agreement and to perform its obligations under this
Agreement
      and has taken all necessary action to authorize such execution, delivery and
      performance;

     

    (c) No
      Violation or Conflict.
      Such
      execution, delivery and performance do not violate
      or conflict with any law applicable to it, any provision of its constitutional
      documents,
      any order or judgment of any court or other agency of government applicable
      to it or any of its assets or any contractual restriction binding on or
      affecting it or any of its assets;

     

    (d) Consents.
      All
      governmental and other consents that are required to have been obtained by
      it
      with respect to this Agreement have been obtained and are in full force
and
      effect and all conditions of any such consents have been complied
      with;

     

    (e) Obligations
      Binding.
      Its
      obligations under this Agreement constitute its legal, valid
      and
      binding obligations, enforceable in accordance with their respective terms
      (subject
      to applicable bankruptcy, reorganization, insolvency, moratorium or similar
      laws affecting creditors' rights generally and subject, as to enforceability,
      to
equitable
      principles of general application (regardless of whether enforcement is
sought
      in
      a proceeding in equity or at law));

     

    (f) Absence
      of Certain Events.
      No
      event of default or potential event of default with respect
      to it has occurred and is continuing and no such event or circumstance would
      occur
      as
      a result of its entering into or performing its obligations under this
      Agreement;


    
      
        
        

      

      
        3

        
          

        

      

       

    

     

    (g)
      Absence
      of Litigation.
      There
      is not pending or, to its knowledge, threatened against
      it or any of its affiliates any action, suit or proceeding at law or in equity
      or before any
      court, tribunal, governmental body, agency or official or any arbitrator that
      is
      likely to affect the legality, validity or enforceability against it of this
      Agreement or its ability to
      perform its obligations under this Agreement; and

     

    (h)
      Other
      Parties.
      As of
      the Novation Date, no other party has any interest or obligation
      in or under the Charter Agreement.

     

    3.
      Miscellaneous.

     

    3.1 Amendments.
      No
      amendment, modification or waiver in respect of the Novation Agreement
      will be effective unless in writing (including a writing evidenced by a
      facsimile transmission)
      and executed by each of the parties or confirmed by an exchange of telexes
      or
electronic
      messages on an electronic messaging system.

     

    3.2 Dispute
      Resolution, Governing Law and Jurisdiction.
      Any
      dispute, action or proceeding arising
      in connection with this Agreement or the performance hereof shall be governed
      by
      the relevant
      dispute resolution, governing law and jurisdiction provisions of the Charter
      Agreement to
      which
      this Agreement is annexed, which provisions are hereby incorporated herein
      by
reference
      and shall have the same force and effect as if fully set forth
      herein.

     

    3.3 Waiver
      of Jury Trial.
      The
      parties waive, to the fullest extent permitted by applicable law, any
      right
      they may have to a trial by jury in respect of any suit, action or proceeding
      relating to this
      Agreement. The parties certify that no representative, agent or attorney of
      either party has represented,
      expressly or otherwise, that such other party would not, in the event of such
      a
      suit, action
      or
      proceeding, seek to enforce the foregoing waiver and acknowledge that they
      have
      been induced
      to enter into this Agreement by, among other things, the mutual waivers and
      certifications
      in this Section 3.4.

     

    3.4 Further
      Assurances and Other Matters.
      The
      parties agree, upon the request of any other party,
      at
      any time and from time to time, promptly to execute and deliver all such further
      documents,
      promptly to take and forbear from all such action, and obtain all approvals,
      consents, exemptions
      or authorizations from such governmental agencies or authorities as may be
      necessary
      or reasonably appropriate in order to carry out the provisions of this
      Agreement.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        4

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
and
      year
      first above written. This Agreement may be executed in one or more counterparts
      and will
      be
      deemed effective when each of the parties shall have executed a copy
      hereof.

     

    
      	[TRANSFEROR]	 	 	
              [CHARTERER]

            
	 	 	 	 
	By: 	 	 	By: 
	
              
                

              

              Name:

              Title:

            	 	 	
              
                

              

              Name:

              Title:

            
	 	 	 	 


    

    
      	[TRANSFEREE]	 	 	 
	 	 	 	 
	By: 	 	 	
            
	
              
                

              

              Name:

              Title:

            	 	 	
               

            


    


    
      
        
        

      

      
        5