MEMORANDUM
                  OF AGREEMENT

                 

                Dated:
                  January
                  12, 2007

              	
                Norwegian
                  Shipbrokers' Association's Memorandum of Agreement for sale and
                  purchase
                  of ships. Adopted by The Baltic and International Maritime Council
                  (BlMCO)in 1956. 

                Code-name 

                SALEFORM
                  1993

                Revised
                  1966, 1983 and 1986/87.

              


      

       

      F
        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:
        F.
        DUCKLING

       

      Classification
        Society/Class: N.K.K.

       

      Built:
        2000         By:
        TSUNEISHI
        SHIPBUILDING, JAPAN

       

      Flag:
        PANAMA         Place
        of
        Registration: PANAMA

       

      Call
        Sign: 3EFZ7        Grt/Nrt:
        30,303/17,734

       

      Register
        NumberIMO
        Number: 9216808

       

      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
                  40,917,039.41

              


      

       

      
        	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
        hold 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,
        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/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 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 bad 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 whereafter this Agreement shall be
                    null and
                    void.

                

              


      

       

      
        	6.	
                Drydocking/Divers
                  InspectionSee
                  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
                  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 ruddor, 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 drydockod 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 those 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
        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 Buyer 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 tho Buyers aro 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
        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
        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 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
        ______________________________________________________ These
        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. 'F DUCKLING' (THE VESSEL)

      BETWEEN
        F 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.
        "G
        Duckling" 

      M.V.
        "I
        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 

      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

                    
	
                      ____________________

                    	
                      _____________________