Exhibit 10.1.10


Confidential Treatment


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’ Associations

  
	
   

  	
  Memorandum of Agreement for sale and

  
	
  Dated:  4th
  October 2004

  	
  purchase of ships. Adopted by
  The Baltic

  
	
   

  	
   

  
	
   

  	
  and International Maritime Council

  
	
   

  	
  (BIMCO) in 1956.

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM
  1993

  
	
   

  	
  Revised 1966, 1983 and 1987.

  



 


 


[                ]


hereinafter
called the Sellers, have agreed to sell, and


 


Dryships Inc. of Marshall Islands


hereinafter
called the Buyers, have agreed to buy


 


Name: Motor Vessel “[                 ]


 


Classification
Society/Class: [                   ]


 


	
  Built: [                   ]

  	
  By: [                     ]

  
	
   

  	
   

  
	
  Flag:  [                  ]

  	
  Place of Registration: [                      ]

  
	
   

  	
   

  
	
  Call sign:  [                 ]

  	
  Grt/Nrt:  [                     ]

  
	
   

  	
   

  
	
  Official number: [                   ]

  	
   

  



 


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  U.S $[                ]. cash
payment (United States Dollars [                     ])


 


2.                                      Deposit
See Clause 25


 


As security for the correct fulfilment of this Agreement the Buyers
shall pay a deposit of 10 % (ten per cent) of the Purchase Price within          banking days from the date of this Agreement.
This deposit shall be placed with


 


and held by them in a joint
account for the Sellers and the Buyers, to be released in accordance with joint
written instructions of the Sellers and the Buyers. Interest,
if any, to be credited to the Buyers. Any fee charged for holding the
said deposit shall be borne equally by the Sellers and the Buyers.


 


3.                                      Payment
See Clause 25


 


The said Purchase Price shall
be paid in full free of bank charges to Sellers’ Bank (details to
be advised)


 


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.


 


4.                                      Inspections
- See Clause 17


 


 


Copyright: Norwegian Shipbrokers’ Association, Oslo, Norway.


 





















 


 


5.                                      Notices,
time and place of delivery - See Clause 18


 


Date of cancelling:  60 days after the IPO is priced at Buyers’
Option


 


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


 


If this Agreement is maintained with the new cancelling date all other
terms and conditions hereof including those contained in Clauses 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.


 


6.                                      Divers
Inspection


 


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.


 


In
the event that damage is found try the appointed divers that in the opinion of
Class would be considered a recommendation, and such damage does not require
immediate repairs and maybe deferred until the vessel’s next drydocklng, then
in such event a cash settlement In lieu of the required repairs will he agreed
between the parties and the agreed amount will be deducted from the purchase
price. If the parties cannot agree on the amount to be deducted in lieu of the
repairs then each party will obtain one quotation for the required works from
shipyards near by the delivery area/port and the agreed amount will be the
average of the 2 quotations which will then be deducted from the purchase
price.


 


(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 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 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. 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 GMDS, Computers, printers shall be
included in the sale without extra payment. 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): (vessel’s
delivery of any hired equipment on board will be itemised in an addendum to
this Agreement.) :
Videotel Equipment, Owners Manuals/Instruction Books, Log Books, Company
Software, Buyers to be allowed to make copies of Owners manuals/instruction books/Log
books, etc at Buyers expenses.


 


The Buyers shall take over and pay for the
remaining bunkers and unused / unbroached lubricating
oils in storage tanks and


sealed drums and
pay the Sellers costs against
documented invoices excluding barging expenses.


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: piraeus


 


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


 





















 


 


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 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 any / all charters, 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.


 


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 fully maintained without
condition/recommendation*, free of average damage affecting the Vessel’s class,
and with her classification certificates and national /
International Trading certificates according to the vessels’ present Flag,
as well as all other certificates the Vessel had at the time of inspection,
valid and unextended without condition/recommendation* by Class or the relevant
authorities at the time of delivery. for a period of 3 months. The vessel C.S.M. Items are
to be fully uptodate at the time of delivery.


“Inspection” in this Clause 11, 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.


 


The vessel is to be delivered with her cargo holds in empty and clean
swept/ dry condition.


 


12.                               Name/markings


 


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


 


13.                               Buyers’
default see amended Clause 13


 


 





















 


 


14.                               Sellers’
default


 


Should the Sellers fail to give Notice of Readiness in accordance with
Clause or fail to be ready to validly complete a legal transfer by the date
stipulated in Clause 18 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                       and
new Notice of Readiness given, the Buyers shall retain
their option to cancel. 


Should the Sellers fail to give Notice of Readiness by the date
stipulated in Clause 18 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.


 


Such expenses to include the 1/6 of the cost of the Dryships IPO which
cost not to exceed U.S.$ 1,500,000.- on top of other
damages the Buyers may suffer including the difference of cost (if any) of a
substitute vessel.


 


15.                               Buyers’
representatives - See Clause 22


 


After this Agreement has been signed by both parties, the Buyers have
the right to place two representatives on board the Vessel at their sole risk
and expense upon arrival at the next convenient place
of embarkation 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.


Meal charges during the Buyers’ representatives onboard the vessel is
USD 10 per day per person. All their expenses including communication expenses
shall be paid by the Buyers/Charterers to the Sellers during delivery of the
vessel against copies of statements signed onboard between Master and Buyers’
representatives.


 


16.                               Arbitration
see Clause 26


 





















 


Clauses 17 - 26 shall be deemed to form an integral part of this
Contact.


 


 


	
  THE SELLERS

  	
  THE BUYERS

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [               ]

  	
   

  	
  /s/ Eugenia Papanotikou

  	
   

  
	
  [               ]

  	
  DRYSHIPS INC. of Marshall Islands

  
	
  By:

  	
  By: Eugenia Papapontikou

  
	
  Title:

  	
  Title : Attorney-in-Fact

  
				



 





















 


Additional Clauses to the
Memorandum of Agreement


m/v “[               ]”


 


Clause 13 (amended)


 


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.


 


Clause 17


 


The Buyers have not inspected the vessel and her class
records. Therefore, the sale/purchase is subject to Buyers’ inspection of
vessel’s class records and of the vessel at a time and place to be mutually
agreed. Inspection of the vessel to include empty water ballast tanks as well
as empty cargo holds. Buyers’ decision of acceptance or
rejection to be declared within close of business Athens time on October 31st, 2004.


 


The sale/purchase is also subject to Dryships IPO
(expected to price within December 15th, 2004 to February 28th,
2005).


 


Clause 18


 


It has been further mutually agreed between both
parties that the vessel will be delivered cargo free at the first discharge port
where the vessel will arrive 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. 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 72 running hours advise Buyers of vessel’s intended place
and date of delivery.


 


The Sellers shall keep the Buyers well informed of the
vessel’s itinerary and shall provide the Buyers with 10, 7 and 5 days notice of
the estimated time of arrival at the intended place of 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.


 


Buyers to have the option
to request Sellers’ Managers ([               ]) to be obliged
to continue managing the vessel for one round trip (next loading and
discharging ports following the purchase of the vessel by Buyers).
Sellers’ Managers will be reimbursed at actual cost plus $ 350.00 / day
management expenses for the period the vessel is managed by them payable in
lumpsum at the time the Buyers will replace Managers’ crew with their own crew.


 





















 


Clause
19


 


Terras
and details of this deal to be kept strictly private and confidential amongst
all parties concerned.


 


Clause
20


 


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 as reasonably
required for registration of the vessel which to be advised by the Buyers and
to be incorporated in an Addendum to the M.O.A.


 


Clause 21


 


Any notices under this agreement will be distributed
as follows :


 


To the Buyers:


Company to be nominated
by Dryships Inc.


c/o
Drybulk S. A.


Tel :
+30210 8090500


Fax :
+30210 8090555


E-mail: snp@drybulk.gr


 


To the Sellers:


[               ]


 


Clause 22


 


Sellers to hand to Buyers’ representatives at the time
of delivery a complete set of manuals in English relative to main
engine/auxiliaries in addition to all other existing manuals/instruction
books/plans, main engine, generators previous overhaul reports.


 


Sellers, Master and Chief
Engineer to demonstrate vessel’s operation to their opposite numbers (Buyers’
representatives on board) at the time of delivery.


 


Clause 23


 


Sellers to confirm vessel in not blacklisted by Arab
boycott league, Damascus.


 


Clause 24


 


Sellers to maintain vessel to their present standards
till the time of her delivery.


 





















 


Clause
25


 


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.


 


Clause
26


 


This Agreement shall be
governed by New York law. Disputes, if any, out of or relating to this
Agreement and the related M.O.A. shall be resolved by Arbitration in New York,
U.S.A., as per the rules of the SMA INC. Arbitrators to be members of the SMA
INC.


 


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/ [               ]

  	
   

  	
  /s/ Eugenia Papanotikou

  	
   

  
	
  [               ]

  	
  Dryships S.A. of Marshall
  Islands

  
	
  By : [               ]

  	
  By : Eugenia Papapontikou

  
	
  Title :

  	
  Title : Attorney-In-Fact