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.

                  


          

           

          J
            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:
            J.DUCKLING

           

          Classification
            Society/Class:  BUREAU
            VERITAS

           

          Built:
            JUNE,
            2003    By:
            TSUNEISHI
            HEAVY INDUSTRIES (CEBU) INC., PHILIPPINES

           

          Flag:
            PANAMA    Place
            of
            Registration: PANAMA

           

          Call
            Sign: 3EGV7    Grt/Nrt:
            30,054/18,207

           

          Register
            Number IMO Number: 9266449

           

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

           

          Definitions

           

          “Banking
            days” are days on which banks are open both in the country of the currency
            stipulated for the Purchase Price in Clause 1 and in the place of closing
            stipulated in Clause 8.

           

          “In
            writing” or “written” means a letter handed over from the Sellers to the Buyers
            or vice versa, a
            registered letter, telex, telefax or other modern form of written
            communication.

           

          “Classification
            Society” or “Class” means the Society referred to in line 4.

           

          
            	1.	
                    Purchase
                      Price USD
                      43,985,817.36

                  


          

           

          
            	2.	
                    Deposit

                  


          

           

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

           

          
            	3.	
                    Payment

                  


          

           

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

        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	4.	
                    Inspections

                  


          

          
             

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

                    


            

          

           

          
            
              
                	b)*	
                        The
                          Buyers shall have the right to inspect the Vessel
                          and
                          Vessel’s classification records and 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 provisons of the Supplemental
                          Agreement
                          referenced in Claus 25. whether
                          same are accepted or not
                          within

                      


              

            

          

           

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

           

          The
            Buyers shall undertake the inspection without undue delay to the Vessel.
            Should
            the Buyers cause undue delay they shall compensate the Sellers for the
            losses
            thereby incurred. The Buyers shall inspect the Vessel without opening
            up and without cost to the Sellers. During the inspection, the Vessel’s
            deck, instruction
            books, maintenance records,
            and
            engine log books as
            available on board shall
            be
            made available for ______________________ examination by the Buyers.
If the Vessel is accepted after such inspection, the sale shall
            become
            outright and definite, subject only to the terms and conditions of this
            Agreement provided the Sellers receive written notice of acceptance from
            the
            Buyers within 72 hours after completion of such
            inspection.

           

          Should
            notice of acceptance of the Vessel’s classification records and of the Vessel
            not be received by the Sellers as aforesaid, the deposit together with
            interest
            earned shall be released immediately to the Buyers, whereafter this Agreement
            shall be null and void.

           

          
            
              
                	*	
                        4
                          a) and 4b) are alternatives; delete whichever is not applicable.
                          In the
                          absence of deletions, alternative
                          4a) to apply.

                      


              

            

          

           

          
            	5.	
                    Notices,
                      time and place of delivery

                  


          

           

          
            
              
                	a)	
                        The
                          Sellers shall keep the Buyers well informed of the Vessel’s itinerary and
                          shall provide the Buyers with 20
                          , 15, and
                          7,
                          5,2 days approximate
                          and 1 definite notice
                          of the estimated time of arrival at the
                          _________________________ intended place of
                          drydocking/underwater inspection/delivery. When the
                          Vessel is at the place of delivery and in every respect
                          physically ready
                          for delivery in accordance with this Agreement, the Sellers
                          shall give the
                          Buyers a written Notice of Readiness for
                          delivery.

                      


              

            

          

           

          
            
              
                	b)	
                        The
                          Vessel shall be delivered and taken over safely afloat
                          at a safe and
                          accessible berth or anchorage at/in a
                          port worldwide (range/s to be advised) __________________
                          in the Sellers’
option.

                      


              

            

          

          
          

          
            
               

              Expected
                time of delivery:
                as
                soon as practically possible following the Effective Date of the
                Merger
                (as defined in the Supplemental Agreement referenced in Clause 25)
                but not later
                than the last discharging port of the last laden
                voyage

            

          

           

          Date
            of
            cancelling (see Clauses 5 c), 6 b) (iii) and 14):
            as per
            Supplemental Agreement referenced in Clause 25

           

          
            
              
                	c)	
                        If
                          the Seller 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 writing stating the date when
                          they anticipate
                          that the Vessel will be ready for delivery and propose
                          a new cancelling
                          date. Upon receipt of such notification the Buyers shall
                          have the option
                          of either cancelling this Agreement in accordance with
                          Clause 14 within 7
                          running days of receipt of the notice or of accepting the
                          new date as the
                          new cancelling date. If the Buyer have not declared their
                          option within 7
                          running days of receipt of the Sellers’ notification or if the Buyers
                          accept the new date, the date proposed in the Sellers’ notification shall
                          be deemed to be the new cancelling date and shall be substituted
                          for the
                          cancelling date stipulated in line
                          61.

                      


              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          If
            this Agreement is maintained with the new cancelling date all other terms
            and
            conditions hereof including these contained in Clauses 5 a) and 5 c)
            shall
            remain unaltered and in full force and effect. Cancellation or failure
            to cancel
            shall be entirely without prejudice to any claim for damages the Buyers
            may have
            under Clause 14 for the Vessel not being ready by the original cancelling
            date.

           

          
            
              
                	d)	
                        Should
                          the Vessel become an actual, constructive or compromised
                          total loss before
                          delivery the deposit together with interest earned shall
                          be released
                          immediately to the Buyers whereafter this Agreement shall
                          be null and
                          void. 

                      


              

            

          

           

          
            	6.	
                    Drydocking/Divers
                      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 drydocked pursuant to Clause 6 b) (ii) and no
            suitable
            drydocking facilities are available at the port of delivery, the Sellers
            shall
            take the Vessel to a port where suitable drydocking facilities are available,
            whether within or outside the delivery range 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, these parts shall be renewed or made good at the Sellers’
expense to the satisfaction of the Classification Society without
            condition/recommendation*.

           

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

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

                      


              

            

          

           

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

                  


          

           

          
            	7.	
                    Spares/bunkers,
                      etc.

                  


          

           

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

           

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

           

          The
            Buyers shall take over the remaining bunkers (if
            same are property of the Sellers)
            and
            unused lubricating oils in storage tanks and _______________________
            sealed
            drums and pay
            the current net market price (excluding barging expenses) at the port
            and date
            of delivery of the Vessel.
            See Clause 20 

           

          Payment
            under this Clause shall be made at the same time and place and in the
            same
            currency as the Purchase Price.

           

          
            	8.	
                    Documentation

                  


          

           

          The
            place
            of closing: New
            York, USA

           

          In
            exchange for payment of the Purchase Price the Sellers shall furnish
            the Buyers
            with delivery documents, namely:

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              
                	a)	
                        Legal
                          Bill of Sale in a form recordable in Marshall
                          Islands (the
                          country in which the Buyers are to register the Vessel),
                          warranting that the Vessel is free from all encumbrances,
                          mortgages and
                          maritime liens or any other debts or claims whatsoever,
                          duly notarially
                          attested and legalized by the consul of such country or
                          other competent
                          authority.

                      


              

            

          

           

          
            
              
                	b)	
                        Current
                          Certificate of Ownership issued by the competent authorities
                          of the flag
                          state of the Vessel.

                      


              

            

          

           

          
            
              
                	c)	
                        Confirmation
                          of Class issued within 72 hours
                          3 working days prior
                          to delivery.

                      


              

            

          

           

          
            
              
                	d)	
                        Current
                          Certificate issued by the competent authorities stating
                          that the Vessel is
                          free from registered
                          encumbrances.

                      


              

            

          

           

          
            
              
                	e)	
                        Certificate
                          of Deletion of the Vessel from the Vessel’s registry or other official
                          evidence of deletion appropriate to the Vessel’s registry at the time of
                          delivery, or, in the event that the registry does not as
                          a matter of
                          practice issue such documentation immediately, a written
                          undertaking by
                          the Sellers to effect deletion from the Vessel’s registry forthwith and
                          furnish a Certificate or other official evidence of deletion
                          to the Buyers
                          promptly and latest within 4 (four) weeks after the Purchase
                          Price has
                          been paid and the Vessel has been
                          delivered.

                      


              

            

          

           

          
            
              
                	f)	
                        Any
                          such additional documents as may reasonably be required
                          by the competent
                          authorities for the purpose of registering the Vessel,
                          provided the Buyers
                          notify the Sellers of any such documents as soon as possible
                          after the
                          date of this Agreement.

                        See
                          Clause 22

                      


              

            

          

           

          At
            the
            time of delivery the Buyers and Sellers shall sign and deliver to each
            other a
            Protocol of Delivery and Acceptance confirming the date and time of delivery
            of
            the Vessel from the Sellers to the Buyers.

           

          At
            the
            time of delivery the Sellers shall hand to the Buyers the classification
            certificate(s) as well as all plans, instruction
            books, maintenance records etc.,
            which
            are on board the Vessel. Other certificates which are on board the Vessel
            shall
            also ________________________________ be
            handed
            over to the Buyers unless the Sellers are required to retain same, in
            which case
            the Buyers to have the right to take copies. Other technical documentation
            which
            may be in the Sellers’ possession shall be promptly forwarded to the Buyers at
            their expense, if they so request. The Sellers may keep the Vessel’s log books
            but the Buyers to have the right to take copies of same.

           

          
            	9.	
                    Encumbrances

                  


          

           

          The
            Sellers warrant that the Vessel, at the time of delivery, is free from
            all
            charters
            (other
            than term employment/charters
            contemplated by the Supplemental Agreement referenced in Clause
            25),encumbrances,
            _________________________________ mortgages
            and maritime liens or any other debts whatsoever. The Sellers hereby
            undertake
            to indemnify the Buyers against all consequences of claims made against
            the
            Vessel which have been incurred prior to the time of delivery.
            The
            Vessel on delivery to be delivered free of cargo
            /cargo residues,
            and free of any dunnage.

           

          
            	10.	
                    Taxes,
                      etc.

                  


          

           

          Any
            taxes, fees and expenses in connection with the purchase and registration
            under
            the Buyers’ flag shall be for the Buyers’ account, whereas similar charges in
            connection with the closing of the Sellers’ register shall be for the Sellers’
account.

           

          
            	11.	
                    Condition
                      on delivery

                  


          

           

          The
            Vessel with everything belonging to her shall be at the Sellers’ risk and
            expense until she is delivered to the Buyers, but subject to the terms
            and
            conditions of this Agreement she shall be delivered and taken over as
            she was at
            the time of inspection, fair wear and tear excepted. However, the Vessel
            shall
            be delivered with her class maintained without condition/recommendation*,
            free
            of average damage affecting the Vessel’s class, and with her classification
            certificates and International/national certificates
            and
            surveys,
            as
            well
            as all other certificates the Vessel had at the time of agreement inspection,
            valid and _____________________________________ unextended without
            condition/recommendation* by Class or the relevant authorities for
            a minimum of 1
            month from at
            the time of ______________________________ delivery.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          “Inspection”
            in this Clause 11 and
            in Clause 7, Line 157,
            shall
            mean the Buyers’ inspection according to Clause 4 a) or 4 b), if
            ___________________________________ applicable, or the Buyers’ inspection
            prior to the signing of this Agreement. If the Vessel is taken over without
            inspection, the date of this Agreement shall be the relevant date. 

           

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

                      


              

            

          

           

          
            	12.	
                    Name/markings

                  


          

           

          Upon
            delivery the Buyers undertake to change the name of the Vessel and alter
            funnel
            markings.

           

          
            
              	13.	
                      Buyers’
                        default

                    


            

          

           

          Should
            the deposit not be paid in accordance with Clause 2, the Sellers have
            the right
            to cancel this Agreement,
            and they shall be entitled to claim compensation for their losses and
            for all
            expenses incurred
            together with interest. 

           

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

           

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

                  


          

           

          Should
            the Sellers fail to give Notice of Readiness in accordance with Clause
            5 a) or
            fail to be ready to
            validly complete a legal transfer by the date stipulated in line 61 the
            Buyers
            shall have the
            option of cancelling this Agreement provided always that the Sellers
            shall be
            granted a maximum
            of 3 banking days after Notice of Readiness has been given to make
            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
            now Notice of Readiness
            given, the Buyers shall retain their option to cancel. In the event that
            the
            Buyers elect to
            cancel
            this Agreement the deposit together with interest earned shall be released
            to
            them immediately.

           

          Should
            the Sellers fail to give Notice of Readiness by the date stipulated in
            line 61
            or fail to be ready to
            validly complete a legal transfer as aforesaid they shall make due compensation
            to the Buyers for their
            loss and for all expenses together with interest if their failure is
            due to
            proven negligence
            and whether or not the Buyers cancel this Agreement.

           

          
            	15.	
                    Buyers’
                      representatives See
                      Clause 21

                  


          

           

          After
            this Agreement has been signed by both parties and the deposit has been
            lodged,
            the Buyers have
            the
            right to place two representatives on board the Vessel at their sole
            risk and
            expense upon arrival
            at _________ on or about ______________________These
            representatives are on board for the purpose of familiarisation and in
            the
            capacity of observers
            only, and they shall not interfere in any respect with the operation
            of the
            Vessel. The Buyers’
            representatives shall sign the Sellers’ letter of indemnity prior to their
            embarkation.

           

          
            	16.	
                    Arbitration

                  


          

           

          
            
              
                	a)*	
                        This
                          Agreement shall be governed by and construed in accordance
                          with English
                          law and any
                          dispute-arising out of this Agreement shall be referred
                          to arbitration in
                          London in accordance
                          with the Arbitration Acts 1950 and 1979 or any statutory
                          modification
                          or re-enactment
                          thereof for the time being in force, one arbitrator being
                          appointed by
                          each party.
                          On the receipt by one party of the nomination in writing
                          of the other
                          party’s arbitrator, that
                          party shall appoint their arbitrator within fourteen days,
                          failing which
                          the decision of the single
                          arbitrator appointed shall apply. If two arbitrators properly
                          appointed
                          shall not agree they
                          shall appoint an umpire whose decision shall be
                          final.

                      


              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              
                	b)*	
                        This
                          Agreement shall be governed by and construed in accordance
                          with Title 9 of
                          the United
                          States Code and the Law of the State of New York and should
                          any dispute
                          arise out of this
                          Agreement, the matter in dispute shall be referred to three
                          persons at New
                          York, one to be
                          appointed by each of the parties hereto, and the third
                          by the two so
                          chosen; their decision
                          or that of any two of them shall be final; and for purpose
                          of enforcing
                          any award, this Agreement
                          may be made a rule of the Court. 

                      


              

            

          

           

          
            The
              proceedings shall be conducted in accordance with the rules of the
              Society of
              Maritime Arbitrators,
              Inc. New York.

          

           

          
            
              
                	c)*	
                        Any
                          dispute arising out of this Agreement shall be referred
                          to arbitration
                          at ___________________________________,
                          subject to the procedures applicable there. The
                          laws of ___________________________________ shall govern this
                          Agreement.

                      


              

            

          

           

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

                      


              

            

          

           

          Clauses
            17-25 both inclusive are deemed are part of this
            agreement

           

          This
            Charter Party is a computer generated copy of the “SALEFORM 1993” form printed
            by authority of Norwegian Shipbrokers’ Association using software which is the
            copyright of Strategic Software Ltd. Any insertion or deletion to the
            form must
            be clearly visible. In the event of any modification made to the preprinted
            text
            of this document which is not clearly visible, the text of the original
            approved
            document shall apply. Norwegian Shipbrokers’ Association and Strategic Software
            Ltd. assume no responsibility for any loss or damage caused as a result
            of
            discrepancies between the original approved document and this
            document.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          ADDITIONAL
            CLAUSES

          TO
            THE MEMORANDUM OF AGREEMENT - SALE FORM 1993

          DATED
            JANUARY 12, 2007 FOR M.V. ‘J DUCKLING’ (THE VESSEL)

          BETWEEN
            J DUCKLING CORPORATION, PANAMA (THE SELLERS)

          AND
            STAR BULK CARRIERS CORP. MARSHALL ISLANDS OR

          NOMINEE
            (THE BUYERS)

           

          CLAUSE
            17

           

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

           

          M.V.
“A
            Duckling” 

          M.V.
“B
            Duckling” 

          M.V.
“C
            Duckling” 

          M.V.
“F
            Duckling” 

          M.V.
“G
            Duckling” 

          M.V.
“I
            Duckling” 

          M.V.
            “Mommy Duckling”

           

          registered
            in the respective ownership of the following Owners:

           

          A
            Duckling Corporation, Panama 

          B
            Duckling Corporation, Panama 

          C
            Duckling Corporation, Panama 

          F
            Duckling Corporation, Panama 

          G
            Duckling Corporation, Panama 

          I
            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 may 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

                      
	
                        ____________________

                      	
                        _____________________