MEMORANDUM
                OF AGREEMENT

               

              Dated:
                January
                12, 2007

            	
              Norwegian
                Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase
                of ship. Adopted by The Baltic and International Maritime Council
                (BIMCO)in 1956.

              Code-name

              SALEFORM
                1993

              Revised
                1966,1983 and 1986/87.

            


    

     

    C
      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:
      C.DUCKLING 

     

    Classification
      Society/Class: BUREAU
      VERITAS 

     

    Built:
      2002    By:
      OSHIMA
      SHIPBUILDING CO. LTD, NAGASAKI- JAPAN 

     

    Flag:
      PANAMA    Place
      of
      Registration: PANAMA 

     

    Call
      Sign: HOOR    Grt/Nrt:
      29,295/17,592 

     

    Register
      Number
      IMO Number: 9249300 

     

    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
                43,474,354.37 

            


    

     

    
      	2.	
              Deposit
                

            


    

     

    As
      security for the correct fulfilment of this Agreement the Buyers shall pay
      a
      deposit of 10 % (ton 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 declare
                at 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,
      instuction
      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, whereafter 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
                days
                approximate
                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/in a
                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 due
                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 new
                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 stipulated 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 lose
                before
                delivery  the
                deposit together with interest earned shall be released immediately
                to the
                Buyers  whereafter
                this Agreement shall be null and void.


            


    

    


    
      	6.	
              Drydocking/Divers
                Inspection
                See Clause 19 

            


    

    


    
      	a)**	
              The
                Sellers shall place the Vessel in drydock at the port of delivery
                for
                inspection by the  Classification
                Society of the Vessel’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 part
                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 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 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 tailshaft 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 tailshaft 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 at
 the
      Sellers expense to the satisfaction of the
      Classification Society without  condition/recommendation*.

    


    (ii)
      the
      expenses relating to the survey of the tailshaft system shall be borne by the
      Buyers unless the Classification Society requires such survey to be carried
      out,
      in which
      case the Sellers shall pay these expenses. The Sellers shall also pay the
      expenses if the Buyers 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
      expanses 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 net 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 hours
                3 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
      and
      surveys,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 been given to make arrangement
       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 ceases 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
      them  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 due 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 been 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 whose 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. 'C DUCKLING' (THE VESSEL)

    BETWEEN
      C 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.
      "F
      Duckling" 

    M.V.
      "G
      Duckling" 

    M.V.
      "I
      Duckling" 

    M.V.
      "J
      Duckling" 

    M.V.
      "Mommy Duckling"

    


    registered
      in the respective ownership of the following Owners:

    


    B
      Duckling Corporation, Panama 

    C
      Duckling Corporation, Panama 

    F
      Duckling Corporation, Panama 

    G
      Duckling Corporation, Panama 

    I
      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

                
	
                  ____________________

                	
                  _____________________