Exhibit 10.1.9


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’ Associations

  
	
   

  	
  Memorandum of Agreement for sale and

  
	
  Dated: 1
  December 2004

  	
  purchase of ships. Adopted by The Baltic

  
	
   

  	
  and International Maritime Council

  
	
   

  	
  (BIMCO) in 1956.

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM
  1987

  
	
   

  	
  Revised 1966, 1983 and 1986.

  



 


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


 


FARAT SHIPPING COMPANY
LIMITED of Valletta, Malta hereinafter called the Buyers, have today bought m/v
TORO


 


Classification Lloyd’s Register of Shipping +100A1 “Bulk Carrier:
strenghened for heavy cargoes holds no. 2,4,6 maybe empty, +LMC, UMS, *IWS,
ESP”


	
  Built: 1995

  	
  by: Samsung Heavy Industries
  Co. Ltd., South Korea

  
	
  Flag: Malta

  	
  Place of Registration: Valletta

  
	
  Call sign: P3GF6

  	
  Register
  tonnage: Grt 38,567 / Nrt 24,567

  
	
  Register number: 9075735

  	
   

  
	
  On the following conditions:

  	
   

  
			



 


1.                                      Price 


Price USD 33,550,000 (Thirty
Three Million Five Hundred Fifty Thousand)


 


2.             Deposit 


 


3.                                      Payment


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


 


on
delivery 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
take over on the date of closing.


 


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


 


Date of cancelling (see clause 14): February 28th, 2005 in Buyers’ option.


 


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


 


Copyright: Norwegian Shipbrokers’ Association, Oslo, Norway.


 


This Contract is a computer generated copy of the SALEFORM 1987 form,
printed under license from the Norwegian Shipbrokers’ Association, using the
BIMCO Charter Party Editor. Any insertion or deletion to the form must be
clearly visible. In event of any modification being made to the preprinted text
of this document, which is not clearly visible, the original document as
recommended by BIMCO shall apply. The Norwegian Shipbrokers’ Association and
BIMCO assume no responsibility for any loss or damage caused as a result of
discrepancies between the original document and this document.


 


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 delivery 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 insepction, used or unused, whether
on board or not shall become the Buyers’ property. Forwarding charges, if any,
shall be for the Buyers’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 replaced
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 included slop chest to be
excluded from the sale, as well as the following additional items: There are no excluded items from 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 


 





















 


which
shall be paid as agreed.


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 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 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 an 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

  
	
  DART SHIPPING COMPANY LIMITED

  	
  FARAT SHIPPING COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Joannis Papathanasiou

  	
   

  	
  /s/  Christopher J. Thomas

  	
   

  
	
  BY: JOANNIS PAPATHANASIOU 

  	
  BY: CHRISTOPHER J. THOMAS

  
	
  TITLE: Attorney-In-Fact

  	
  TITLE: Attomey-In-Fact

  
				



 





















 


Additional
Clauses to the Memorandum of Agreement

m/v “TORO”


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


 


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


 


Clause 19


 


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.


 


Clauseg 20


 


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: management@dryships.gr


 


 





















 


To the Sellers :


Dart Shipping Company Limited


c/o Cardiff Marine Inc.


Omega Building


80, Kifissias Avenue


151 25 Amaioussion – Greece


Tel: +30210 8090500


Fax:+30210 8090555


E-mail: finance@cardiff.gr


 


Clause 21


 


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/ Christopher J. Thomas

  	
   

  
	
  Dart Shipping Company Limited

  	
  Farat Shipping Company Limited

  
	
  By : Ioannis Papathanasiou

  	
  By : Christopher J. Thomas

  
	
  Title : Attomey-In-Fact

  	
  Title : Attorney-In-Fact