Exhibit 10.1.8


Confidential Treatment


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’ Associations Memorandom of 

  
	
   

  	
  Agreement for sale and purchase of ships. Adopted by
  the

  
	
  Dated:  8th
  October 2004

  	
  Baltic and International Maritime Council (BIMCO) in
  1956.

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM
  1993

  
	
   

  	
  Revised 1966, 1983 and 1986/87.

  



 


[                             ]


hereinafter called the
Sellers, have agreed to sell, and


 


Dryships Inc. of Marshall Islands or guaranteed nominee


hereinafter called the
Buyers, have agreed to buy


 


Name: [                             ]


 


Classification
Society/Class: Bureau Veritas (B.V.)


 


	
  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 [                             ] payable in DRYSHIPS’ shares at the
IPO price


 


2.             Deposit
see Clause 24


 


3.             Payment
see Clause 24


 


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’ Associations, Oslo, Norway.


 


 





















 


 


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


 


Expected time of delivery:  laycan December 15th 2004
- February 28th 2005. Buyers to narrow down laycan to forty-five (45) days by
December 1st, 2004


 


Date of cancelling 
February 28th, 2005


 


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 18
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 this
Agreement shall be null and void.


 


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 by 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 drydocking, then in such event a cash
settlement in lieu of the required repairs will be 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 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 and on order. 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 GMDSS, computers, printers 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):  (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 expense.


 


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


sealed
drums and pay the Sellers costs at prices prevailing at
delivery port as quoted by one of the oil majors.


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:  (See Clause 20.)


 


 





















 


 


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


 


Vessel will be delivery to Buyers on a strictly as is condition but
subject to the terms and conditions of this agreement. However she will be
delivered with her class maintained without recommendation, free of average
damage affecting the vessel’s class and with its classification certificates
and national trading certificates valid at the time of delivery to Buyers.


 


The vessel C.S.M items are to be fully uptodate at the time of
delivery.


 





















 


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 18 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 Clause
18 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.


 


15.          Buyers’
representatives


 


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. 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.


 


Representatives to be permitted to stay on board for a maximum of 30
days.


 


16.          Arbitration see Clause 25


 


 





















 


Clauses
17-25 shall be deemed to form an integral part of this contact.


 


 


	
   

  	
  THE SELLERS

  	
  THE BUYERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                             ]

  	
   

  	
  /s/ Eugenia Papapontikou

  	
   

  
	
   

  	
  [                             ]

  	
  DRYSHIPS INC. of Marshall Islands

  or guaranteed nominee

  
	
   

  	
  By:  [                             ]

  	
  By:  Eugenia Papapontikou

  
	
   

  	
  Title:  ATTORNEY -IN-FACT

  	
  Title:  Attorney-In-Fact

  
					



 





















 


Additional
Clauses to the Memorandum of Agreement

[                             ]


 


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 purchase price, following the Dryships IPO pricing, not be
paid in accordance with Clause 25, the Sellers have the right to cancel the
Agreement. Sellers shall be entitled to claim compensation for their losses and
for all expenses incurred together with interest.


 


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
if available at the time of inspection. Buyers’ decision of acceptance or
rejection to be declared within close of business Athens time on October 20th,
2004.  No penalty to be payable to
Sellers should Buyers reject vessel after inspection.


 


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 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 within a delivery place
and area to be mutually agreed between both parties. 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.


 


Clause 19


 


Terms 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 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 if available.


 


Clause 23


 


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


 


Clause 24


 


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 which
will be paid in shares, together with extra payment for bunkers and lube oils
remaining on board at the time of delivery.


 


Buyers have advised Sellers that the shares they will
acquire have restrictions briefly described as follows:


 





















 


1.       The Shareholder (seller of the vessel)
will be restricted to selling the shares for a period of one year if the Shareholder
holds less than 5% of the total issued and outstanding shares of the Company.


 


2.       If the Shareholder holds more than 5% of
the total issued and outstanding shares of the Company, he will be restricted
from selling the shares for 2 years. In this instance the Seller after a year
has elapsed from the IPO date is entitled to sell within any three-month
period, a number of shares that does not exceed the greater of (i) 1% of the
then outstanding shares of our common stock, which would be approximately
250,000 shares immediately after this offering, or (ii) an amount equal to the
average weekly reported volume of trading in shares of our common stock on all
national securities exchanges and/or reported through the automated quotation
system of registered securities associations during the four calendar weeks
preceding the date on which notice of the sale is filed with the Commission.


 


3.       If the Shareholder holds more than 5% of
the total issued and outstanding shares of the Company, he will have to disclose
to the SEC the ultimate beneficial owner of the shares which has to be a person
(a company or trust is not acceptable).


 


Clause 25


 


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/ Eugenia Papapontikou

  	
   

  
	
  [                             ]

  	
  Dryships Inc. of Marshall Islands

  or guaranteed nominee

  
	
  Name:

  	
  [                             ]

  	
  Name:

  	
  Eugenia Papapontikou

  
	
  Title:

  	
  ATTORNEY-IN-FACT

  	
  Title:

  	
  Attorney-In-Fact