MEMORANDUM
                OF AGREEMENT

               

              Dated:
                January
                12,
                2007

            	
              Norwegian
                Shipbroker’s 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.

            


    

     

    B
      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: B.
      DUCKLING

     

    Classification
      Society/Class: BUREAU
      VERITAS

     

    Built:
      1993     By:
      STOCNIA
      GDYNIA S.A., POLAND

     

    Flag:
      PANAMA     Place
      of
      Registration: PANAMA

     

    Call
      Sign: 3EAF9     Grt/Nrt:
      91,642/50,709

     

    Register
      Number
      IMO Number: 8800406

     

    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
                61,375,559.11

            


    

     

    
      	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
      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 undertake the inspection without undue delay to the Vessel. Should the
      Buyers cause undue delay they shall compensate the Sellers for the losses
      thereby incurred. The Buyers shall inspect the Vessel without opening
      up and without cost to the Sellers. During the inspection, the Vessel's deck,
      instruction
      books, maintenance records, and
      engine log books asavailable
      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 now
                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 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
                Inspection  See
                Clause 19

            


    

     

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

            


    

     

    
      	b)**	
              (i) The
                Vessel is to be delivered without drydocking. However, the Buyers
                shall
                have the right at their expense to arrange for an underwater inspection
                by
                a diver approved by the Classification Society prior to the delivery
                of
                the Vessel. The Sellers shall at their cost make the Vessel available
                for
                such inspection. The extent of the inspection and the conditions
                under
                which it is performed shall be to the satisfaction of the Classification
                Society. If the conditions at the 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 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 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 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 expense 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 Buyer 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 duo compensation to the Buyers for their loss and for all expenses together
      with interest if their failure is duo 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 solo risk and expense upon arrival at______________ on or
      about _________________________ These representatives are on
      board for the purpose of familiarization 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. 'B DUCKLING' (THE VESSEL)

    BETWEEN
      B 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.
      "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:

     

    A
      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)	
              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


            


    

     

    
      	(ii)	
              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)	
              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


            


    

     

    
      	(ii)	
              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

                
	
                  ____________________

                	
                  _____________________