Exhibit 10.1.2


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’ Associations

  
	
   

  	
  Memorandum of Agreement for sale and

  
	
  Dated: 10
  November 2004

  	
  purchase of ships. Adopted by The Baltic

  
	
   

  	
  and International Maritime Council

  
	
   

  	
  (BIMCO) in 1956.

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM
  1987

  
	
   

  	
  Revised 1966, 1983 and 1986.

  



 


VALLE SHIPPING COMPANY LIMITED of Valletta,  Malta
hereinafter
called the Sellers, have today sold, and


 


IGUANA SHIPPING COMPANY LIMITED of Valletta, Malta  hereinafter called the Buyer, have today bought m/v IGUANA


 


Classification: Nippon Kaiji Kyokai, Bulk Carrier, strenghened for
heavy cargoes holds no. 2,4,6 maybe empty (ESP) MNS


	
  Built: 1996

  	
  by:  Sanoyasu Hishino Meisho Corporation, Japan

  
	
  Flag: Malta

  	
  Place of Registration: Singapore

  
	
  Call sign: 9VKH5

  	
  Register tonnage:
  Grt 36,559 / Nrt 23,279

  
	
  Class No. 961056, IMO No.
  9123647

  
	
  on the following conditions:

  	
   

  
			



 


1.             Price


Price: USD 33,500,000 (Thirty
Three Million Five Hundred Thousand)


 


2.             Deposit


 


3.             Payment


The said Purchase Money shall be paid free of bank
charges to Seller Bank which will be received for and
in favour of and on behalf of the Sellers, as per Sellers written instructions.


 


on deliver of the vessel, but not later than three banking days after
the vessel is ready for delivery and written or telexed notice thereof has been
given to the Buyers by the Sellers.


 


4.             Inspections


 


5.             Place and time of delivery


The vessel shall be delivered to
the Buyers at a place to be mutually agreed between parties and
taken over on the date of closing.


 


Expected time of delivery and
closing : within December 15th, 2004 and February 28th, 2005 in Seller’s
option.


 


Date of cancelling (see clause 14); February 28th, 2005 in Buyer’s option.


 


The Sellers shall keep the Buyers well posted about
the vessel’s itinerary and estimated time, and


 


 


Copyright: Norwegian Shipbrokers’ Association. Oslo, Norway.


 


 





















 


shall give Buyers 7/5 approximate days notice and 1 day definite notice
of delivery.


 


Should the vessel become a total or constructive total
loss before delivery the contract thereafter shall
be considered null and void.


 


6.             Drydocking


 


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), if any, belonging to the
vessel at the time of inspection, used or unused, whether on board or not shall
become the Buyer’s property.  Forwarding
charges, if any, shall be for the Buyer’s account.  The Sellers are not required to replace spare
parts including spare tail-end shaft(s) and spare propeller(s) which are taken
out of spare and used as replacement prior to delivery, but the replace items
shall be the property of the Buyers.  The
radio installation and navigational equipment shall be included in the sale
without extra payment.


 


The Sellers have the right to take ashore crockery,
plate, 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’ vessels, shall be excluded without compensation.  Captain’s, Officers’ and Crew’s personal
belongings including slop chest to be excluded from the sale, as well as the
following additional items: There are no excluded
items form the sale.


 


The Buyers shall take over remaining bunkers, unused
lubricating oils and unused stores and provisions and pay the current market
price at the port and date of delivery of the vessel.


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


 


8.             Documentation


In exchange for payment of the Purchase Money the
Sellers shall furnish the Buyers with legal Bill of Sale of the said vessel
free from all encumbrances and maritime liens or any other debts whatsoever,
duly notarially attested and legalised by the Maltese
Authorities                         
together with a certificate stating that the vessel is free from registered
encumbrances.  On
delivery date the full purchase price plus extras, if any, shall be
placed at the disposal of the Sellers 


 





















 


The Sellers shall, at the time of delivery, hand to
the Buyers all classification certificates as well as all plans etc. which are
onboard the vessel.  Other technical documentation
which may be in the Sellers’ possession shall promptly upon the Buyers’
instructions be forwarded to the Buyers. 
The Sellers may keep the 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 encumbrances and maritime liens or any other debts
whatsoever.  Should any claims which have
been incurred prior to the time of delivery be made against the vessel, the
Sellers hereby undertake to indemnify the Buyers against all consequences of
such claims.


 


10.          Taxes etc.


Any taxes, fees and expenses connected with the
purchase and registration under the Buyers’ flag shall be for the Buyers’
account, whereas similar charges connected with the closing of the Seller’s
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 conditions of this contract, she shall be delivered and taken
over as she is at the time of inspection, fair wear and tear excepted.


However, the vessel shall be delivered with present
class free of outstanding recommendations and with class as on board at time of
delivery.  The Sellers


shall notify the Classification Society of any matters coming to their
knowledge prior to delivery which upon being reported to the Classification
Society would lead to the withdrawal of the vessel’s class or to the imposition
of a recommendation relating to her class.


 


12.          Name/markings


 


13.          Buyers’ default


Should the deposit, if
applicable, not be paid as aforesaid, the Sellers have the right
to cancel this contract, and they shall be entitled to claim compensation for
their losses and for all expenses incurred together with interest at the rate
of 12% per annum.


Should the Purchase Money not be paid as aforesaid,
the Sellers have the right to cancel this contract, in which case the amount
deposited together with interest earned, if any, shall be forfeited to the
Sellers.  If the deposit does not cover
the Sellers’ losses, they shall be entitled to claim further compensation for
their losses and for all expenses together with interest at the rate of 12% per
annum.


 


14.          Sellers’ default


If the Sellers fail to execute a legal transfer or to
deliver the vessel with everything belonging to her in the manner and within
the time specified in line 38, the Buyers shall have the right to cancel this
contract in which case the deposit, if applicable, in
full shall be returned to the Buyers together with interest at the rate of 12%
per


annum.  The Sellers shall make
due compensation for the losses caused to the Buyers by failure to execute a
legal transfer or to deliver the vessel in the manner and within the time
specified in line 38, if such are due to the proven negligence of the Sellers.


 


15.          Arbitration


If any dispute should arise in connection with the
interpretation and fulfilment of this contract, same shall be decided by
arbitration in the city of 3) London and
shall be referred to a single Arbitrator to be appointed by the parties
hereto.  If the parties cannot agree upon
the appointment of the single Arbitrator, the dispute shall be settled by three
Arbitrators, each party appointing one Arbitrator, the third being appointed by
4) the London Maritime Arbitrators Association.


 


If either of the appointed Arbitrators refuses or is
incapable of acting, the party who appointed him, shall appoint a new
Arbitrator in his place.


If one of the parties fails to appoint Arbitrator —
either originally or by way of substitution — for two weeks after the other
party having appointed his Arbitrator has sent the party making default notice
by mail, cable or telex to make the appointment, the party appointing the third
Arbitrator


 





















 


shall, after application from the party having appointed his
Arbitrator, also appoint an Arbitrator on behalf of the party making default.


The award rendered by the Arbitration Court shall be
final and binding upon the parties and may if necessary be enforced by the
Court or any other competent authority in the same manner as a judgement in the
Court of Justice.


This contract shall be subject to the law of the
country agreed as place of arbitration.


 


 


	
  FOR THE SELLERS

  	
  FOR THE BUYERS

  
	
  VALLE SHIPPING COMPANY LIMITED

  	
  IGUANA SHIPPING COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ioannis Papathanasiou

  	
   

  	
  /s/ Christopher J. Thomas

  	
   

  
	
  BY: IOANNIS PAPATHANASIOU

  	
  BY: CHRISTOPHER J. THOMAS

  
	
  TITLE: Attorney-In-Fact

  	
  TITLE: Attorney-In-Fact

  
				



 





















 


Additional
Clauses to the Memorandum of Agreement

m/v “IGUANA”


Clause 16


 


Should Buyers fail to price the Dryships IPO by February 28th
2005, then this M.O.A. to be considered null and void. In such case Buyers to
have no obligation to purchase the vessel.


 


Should the IPO be priced then Buyers to have the obligation to buy the
vessel.


 


Buyers have also the option to buy the vessel even if the IPO is not
priced within five (5) calendar days after failure of the IPO being priced and
in all events latest by 28th February 2005.


 


Clause 17


 


It has been further mutually agreed between both parties that the
vessel will be delivered after the Dryships IPO prices. The vessel will be
delivered charter free or with charter employment subject to Charterers’
approval which approval not to be unreasonably withheld and she will be
delivered and taken over safely afloat at a safe and accessible berth or safe
and accessible anchorage within the port limits of the discharge port or at
sea. Notice for delivery will be given by Buyers the day they price the IPO.


 


Following notice by Buyers that the IPO has priced, Sellers will within
three (3) business days advise Buyers of vessel’s intended place and date of
delivery.


 


Buyers to have the option to request Sellers’ Managers (Cardiff Marine
Inc.) to be obliged to continue managing the vessel.


 


Clause 18


In exchange for payment of the vessel’s full purchase price along with
any other payments called for in accordance with the M.O.A. the Sellers shall
furnish the Buyers with delivery documents which to be advised by the Buyers
and to be incorporated in an Addendum to the M.O.A.


 


Clause 19


 


Any notices under this agreement will be distributed as follows :


 


To the Buyers :


Company to be nominated by Dryships Inc.


Tel : +30210 8090570


Fax : +30210 8090555


E-mail: managernent@drvships.gr


 





















 


To the Sellers :


Valle Shipping Company Limited


c/o Cardiff Marine Inc.


Omega Building


80, Kifissias Avenue


151 25 Amaroussion – Greece


Tel : +30210 8090500


Fax : +30210 8090555


E-mail : finance@cardiff.gr


 


Clause 20


 


It has been further mutually agreed between both parties there will be
no 10% deposit lodged by the Buyers and the Sellers will receive at the time of
closing of title the 100% purchase price of the vessel, together with extra
payment for bunkers and lube oils remaining on board at the time of delivery.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date and year first above written.


 


 


	
  For the Sellers

  	
  For the Buyers

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ioannis Papathanasiou

  	
   

  	
  /s/ Chirstopher J. Thomas

  	
   

  
	
  Valle Shipping Company Limited

  	
  Iguana Shipping Company Limited

  
	
  By : Ioannis Papathanasiou

  	
  By : Christopher J. Thomas

  
	
  Title : Attorney-In-Fact

  	
  Title : Attorney-In-Fact