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.

            


    

     

    Mommy
      Management Corp., 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:
      MOMMY
      DUCKLING

     

    Classification
      Society/Class: BUREAU
      VERITAS

     

    Built:
      1983    By:
      HYUNDAI
      HEAVY IND.CO.LTD, KOREA

     

    Flag:
      PANAMA    Place
      of
      Registration: PANAMA

     

    Call
      Sign: HPKI    Grt/Nrt:
      45,773/24,230

     

    Register
      NumberIMO
      Number: 8024375

     

    hereinafter
      called the Vessel, on the following terms and conditions:

     

    Definitions

     

    “Banking
      days” are days on which banks are open be the 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
                12,786,574.81

            


    

     

    
      	2.	
              Deposit

            


    

     

    As
      security for the correct fulfilment of this Agreement the Buyers shall pay
      a
      deposit of 10 % (ten poor 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 be on given in
      accordance with Clause 5.The
      Purchase Price shall be paid as provided in the Supplemental Agreement
      referenced in Clause 25.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.	
              Inspections

            


    

     

    
      	
              a)*

            	
              The
                Buyers have inspected and accepted the Vessel’s classification records.
                The Buyers have also inspected the Vessel at/in_____________ on
                _____________ and have accepted the Vessel following this inspection
                and the sale is outright and definite, subject only to the terms
                and
                conditions of this
                Agreement.

            


    

     

    
      	
              b)*

            	
              The
                Buyers shall have the right to inspect the Vessel
                and Vessel’s classification records and
                declare at a suitable place at the Buyers’ option.
                However these inspections are not a subject and once the subjects
                stipulated in clause 18 are lifted the sale becomes outright and
                definite,
                subject to the provisions of the Supplemental Agreement referenced
                in
                Clause 25.whether
                same are accepted or not
                within

            


    

     

    The
      Sellers shall provide for inspection of the Vessel at/in (to
      be advised by Sellers)

    
       

      The
        Buyer shall undertake the inspection without undue delay to the Vessel. Should
        the Buyers cause undue delay they shall compensate the Sellers for the loose
        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 as
        available on boardshall
        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 Buyer, 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 other 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 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 eared 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 condition 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 be low
                the
                deepest load line are found broken, damaged or defective so as to
                affect
                the Vessel’s class, then unless repairs can be carried out afloat to the
                satisfaction of the Classification Society, the Sellers shall arrange
                for
                the Vessel to be drydocked at their expense for inspection by the
                Classification Society of the Vessel’s underwater parts below the deepest
                load line, the extent of the inspection being in accordance with
                the
                Classification Society’s rules. If the rudder, propeller, bottom or other
                underwater parts below the deepest load line are found broken, damaged
                or
                defective so as to affect the Vessel’s class, such defects shall be made
                good by the Sellers at their expense to the satisfaction of the
                Classification Society without condition/recommendation*. In such
                event
                the Sellers are to pay also for the cost of the underwater inspection
                and
                the Classification Society’s
                attendance.

            


    

     

    
      	 	
              (iii)
                If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and
                no
                suitable dry docking facilities are available at the port of delivery,
                the
                Sellers shall take the Vessel to a port where suitable drydocking
                facilities are available, whether within or outside the delivery
                range as
                per Clause 5 b). Once drydocking has taken place the Sellers shall
                deliver
                the Vessel at a port within the delivery range as per Clause 5 b)
                which
                shall, for the purpose of this Clause, become the new port of delivery.
                In
                such event the cancelling date provided for in Clause 5 b) shall
                be
                extended by the additional time required for the drydocking and extra
                steaming, but limited to a maximum of 14 running
                days.

            


    

     

    
      	c)	
              If
                the Vessel is drydocked pursuant to Clause 6 a) or 6 b)
                above

            


    

     

    
      	 	
              (i)
                the Classification Society may require survey of the tailshaft system,
                the
                extent of the survey being to the satisfaction of the Classification
                surveyor. If such survey is not required by the Classification Society,
                the Buyers shall have the right to require the tailshaft to be drawn
                and
                surveyed by the Classification Society, the extent of the survey
                being in
                accordance with the Classification Society’s rules for tailshaft survey
                and consistent with the current stage of the Vessel’s survey cycle. The
                Buyers shall declare whether they require the tailshaft to be drawn
                and
                surveyed not later than by the completion of the inspection by the
                Classification Society. The drawing and refitting of the tailshaft
                shall
                be arranged by the Sellers. Should any parts of the tailshaft system
                be
                condemned or found defective so as to affect the Vessel’s class, those
                parts shall be renewed or made good at the Sellers’ expense to the
                satisfaction of the Classification Society without
                condition/recommendation*.

            


    


    
      	 	
              ii)
                the expenses relating to the survey of the tailshaft system shall
                be borne by the Buyers unless the Classification Society requires
                such survey to be carried out, in which case the Sellers shall pay
                those
                exposes. The Sellers shall also pay the expenses if the Buyers require
                the
                survey and parts of the system are condom nod or found defective
                or broken
                so as to affect the Vessel’s
                class*.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              iii)
                the expenses in connection with putting the Vessel in and taking
                her out
                of drydock, including the drydock dues and the Classification Society's
                fees shall be paid by the Sellers if the Classification Society issues
                any
                condition/recommendation* as a result of the survey or if it requires
                survey of the tailshaft system. In all other cases the Buyer shall
                pay the
                aforesaid expenses, dues and
                fees.

            


    

     

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

            


    

     

    
      	 	
              (v)
                the Buyers shall have the right to have the underwater parts of the
                Vessel
                cleaned and painted at their risk and expense without interfering
                with the
                Sellers’ or the Classification surveyor’s work, if any, and without
                affecting the Vossel’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 took 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) am 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 record able 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 materially
                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 go
      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 certificatesand
      surveys, as
      well
      as all other certificates the Vessel had at the time of agreement inspection,
      valid and ____________________ unexpended 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 lassos and for oil expenses incurred together with
      interest.

     

    Should
      the Purchase Price not be paid in accordance with Clause 3, the Sellers have
      the
      right to cancel the Agreement, in which case the deposit together with
      interest earned shall be released to the Sellers. If the deposit does not cover
      their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses
      incurred together with interest.

     

    
      	14.	
              Sellers’
                default as
                per Supplemental Agreement referenced in Clause
                25

            


    

     

    Should
      the Sellers fail to give Notice of Readiness in accordance with Clause 5 a)
      or
      fail to be read 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
      Buyer 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 lion 61 and now Notice of Readiness given, the Buyer shall retain their
      option to cancel. In the event that the Buyers loot 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 on signed by be the parties and the deposit has been
      lodged, the Buyers have the right to place two representatives on be add the
      Vessel at their solo risk and expense upon arrival at ___________ on or
      about _____________________________ These representatives are on be add 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 263 any dispute arising out of this Agreement shall be referred
                to
                arbitration in London in 264 accordance with the Arbitration Acts
                1950 and
                1979 or any statutory modification or it or be ing appointed by each
                or
                enactment thereof for the time being in 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’s

            


    

     

    
      	*	
              16
                a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
                In the absence of  282
                deletions,
                alternative 16 a) to apply.

            


    

     

    Clauses
      17-25 be the 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. ‘MOMMY DUCKLING’ (THE
      VESSEL)

    BETWEEN
      MOMY DUCKLING MANAGEMENT CORP., PANAMA (THE

    SELLERS)
      AND STAR BULK CARRIERS CORP. MARSHALL ISLANDS OR

    NOMINEE
      (THE BUYERS)

     

    CLAUSE
      17

     

    This
      sale
      is part of the sale and delivery of the following additional Motor
      Vessels:

     

    M.V.
“A
      Duckling”

    M.V.
“B
      Duckling”

    M.V.
“C
      Duckling”

    M.V.
“F
      Duckling”

    M.V.
“G
      Duckling”

    M.V.
“I
      Duckling”

    M.V.
“J
      Duckling”

     

    registered
      in the respective ownership of the following Owners:

     

    A
      Duckling Corporation, Panama

    B
      Duckling Corporation, Panama

    C
      Duckling Corporation, Panama

    F
      Duckling Corporation, Panama

    G
      Duckling Corporation, Panama

    I
      Duckling Corporation, Panama

    J
      Duckling Corporation, 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 be ought 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
      familiarization 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

                
	
                  ____________________

                	
                  _____________________