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 (BIMCO) in 1956.

                Code-name

                SALEFORM
                  1993

                Revised
                  1966, 1983 and 1986/87.

              


      

       

      A 
        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:
        A.
        DUCKLING

       

      Classification
        Society/Class:  BUREAU
        VERITAS

       

      Built:
        1992    By:
        STOCNIA
        GDYNIA S.A., POLAND

       

      Flag:
        PANAMA    Place
        of
        Registration: PANAMA

       

      Call
        Sign: 3EAJ8    Grt/Nrt:
        91,642/53,439

       

      Register
        Number IMO
        Number: 8800391

       

      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
                  59,329,707.14

              


      

       

      
        	2.	
                Deposit

              


      

       

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

       

      
        	3.	
                Payment

              


      

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	4.	
                Inspections

              


      

       

      
        	
                a)*

              	
                The
                  Buyers have inspected and accepted the Vessel's classification
                  records.
                  The Buyers have
                  also inspected
                  the Vessel at/in ____________on
                  ____________ and
                  have accepted the Vessel following this inspection and the sale
                  is
                  outright and definite, subject
                  only to the terms and conditions of this
                  Agreement.

              


      

       

      
        	
                b)*

              	
                The
                  Buyers shall have the right to inspect the Vessel
                  and Vessel's
                  classification records and declareat
                  a suitable
                  place at the Buyers' option. However these inspections are not
                  a subject
                  and
                  once the subjects stipulated in clause 18 are lifted the sale becomes
                  outright and definite,
                  subject to the provisons 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 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 these 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 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
        drydocking
        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 a6 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
        expenses in connection with putting the Vessel in and taking her out of drydock,
        including the drydock dues and the Classification Society's fees shall be
        paid
        by the Sellers if the Classification Society issues any
        condition/recommendation* as a result of
        the
        survey or if it requires survey of the tailshaft system. In all other cases
        the
        Buyers shall
        pay
        the aforesaid expenses, dues and fees.

       

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

       

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

       

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

                  


          

        

      

       

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

                  


          

        

      

       

      
        
          
            	7.	
                    Spares/bunkers,
                      etc.

                  


          

        

      

       

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

       

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

       

      The
        Buyers shall take over the remaining bunkers (if
        same are property of the Sellers)and
        unused lubricating
        oils in storage tanks and sealed
        drums and pay the current 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 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 atthe
        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 Roadiness 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 property 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. 'A DUCKLING'
        (THE VESSEL)

      BETWEEN
        A 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.
        "B
        Duckling" 

      M.V.
        "C
        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

                  
	
                    ____________________

                  	
                    _____________________