EX-10.2





Exhibit 10.2





	 	 	 
	MEMORANDUM
OF AGREEMENT


	 	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.






	 	 	 
	Dated:
20th August 2008

	 	 
	Iris Marine Carriers S.A., Panama

hereinafter called the Sellers, have agreed to sell, and


	 	1 
	Gavial Marine Corporation, Liberia, a guaranteed nominee of Oceanaut Inc.,
Marshall Islands

hereinafter called the Buyers, have agreed to buy

	 	2 
	Name: m/v “IRIS II”

	 	3 
	Classification
Society/Class: NK Class

Built:  2004
                    By:
Sanoyas Shipyard, Japan

Flag:   Panamax            Place of Registration: Panama

Call Sign:
3EPS5           Grt/Nrt:
38,871/25,194

Register IMO Number: 9286906

	 	4

5

6

7

8 
	hereinafter called the Vessel, on the following terms and conditions:

	 	9 
	Definitions

	 	10 
	“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.

	 	11

12 
	“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.

	 	13

14 
	“Classification Society” or “Class” means the Society referred to in line 4.

	 	15 






	1. Purchase Price Usd 93,000,000 (United States Dollars Ninety
Three Million)	 	16 
	 
	2. Deposit	 	17 






	 	 	 
	As security for the correct fulfilment of this Agreement the Buyers shall
pay lodge a deposit of 10 %
(ten per cent) of the Purchase Price within 3
(three) banking days after all subjects having been
lifted
and unspacking
has occurred and from the date of this

Agreement having been signed by both parties on a facsimile form, whichever
the latter.  This
deposit shall be placed with the Sellers’ nominated bank

	 	18

19




20 
	and
shall be  held by them in a joint interest
bearing 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, earned on the joint account

to be credited to the

Buyers. Any fee charged for holding the said deposit shall be borne equally
by the Sellers and the

Buyers.
Banking fees, if any, for holding the deposit shall be split
equally between the Buyers and
Sellers. Any bank charges of Sellers’ Bank to be for Sellers’ account. Any
bank charges of Buyers’
bank to be for Buyers’ account.

	 	21

22

 

 

 

23

24 
	
3. Payment

	 	
25 
	The release of the 10 percent
deposit said and 90 percent balance of the
Purchase Price of the Vessel

along with value of R.O.B. lubricants (per 7
herein)  shall be paid in full free of any 
bank charges to

Sellers’
nominated bank

on delivery of the Vessel, but not later than 3 (three) banking days after
the Vessel is in every respect
physically ready for delivery in accordance
with the terms and conditions of this Agreement and 
a valid Notice of
Readiness has been given tendered by the
Seller to the Buyer in accordance
with

	 	26

 

 

27

28

29 








 









 







Clause 5 and the terms and conditions of this agreement, against
the protocol of delivery, bill of sale and other usual delivery
documents
requried for the registration of each Vessel under the Buyers’
flag of choice. Any closing charges to be borne equally between the
Buyers and Sellers.





	4. Inspections	 	30 




The Buyers have waived their rights to inspect the Vessel and her Class
Records. Thus this transaction is outright and subject only to the
terms hereto.





	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 forms and conditions of
this Agreement.	 	31

32

33

34
	 
	b)* 	 	 The Buyers shall have the right to inspect the Vessel’s
classification records and declare

whether same are accepted or not
within	 	35

36

 
	 
	 	 	The Sellers shall provide for inspection of the Vessel at/in	 	37
 
	 
	 	 	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 and engine log books 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.	 	38

39

40
41
42
43
44
45 
	 
	 	 	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.	 	
46

47
48
	 
	*	 	4 a) and 4b)-are alternatives; delete whichever is not
applicable. In the absence of deletions,

alternative 4a) to apply.	 	49

50

 
	 
	5. Notices, time and place of delivery	 	51
 
	 
	a)	 	The Sellers shall keep the Buyers well
informed advised of
the as to
the Vessel’s itinerary movements
and shall

provide the Buyers with 30, 15, 7 and 3 days approximate notice of
the estimated time of
arrival delivery. at
the

intended place of drydocking/underwater
inspection/delivery. Sellers
shall tender Notice of

Readiness only When the Vessel is at the place

of delivery and is in every all
respect
aspects physically ready for
delivery in accordance with
this

Agreement and on successful completion of Divers’
inspection. , the
Sellers shall give the
Buyers a written Notice of Readiness for delivery.	 	52

53

54
55
56 
	 
	b)	 	The Vessel shall be delivered to the Buyers after Divers’ inspection,
which should be carried

out at the port of delivery free of cargo and
taken over safely afloat at a safe and accessible

berth/port or

anchorage at/in the option of the Sellers. Vessel shall be delivered to
the Buyers at a safe port worldwide

in the Sellers’ option.	 	57

58

59 
	 
	 	 	Expected time of delivery; between 1st October 2008 and 1st
December 2008	 	60 
	 
	 	 	Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 1st December
2008 in the option of the Buyers.	 	61 
	 
	 	 	In the event that the Buyers are able to lift their subjects described
herein prior to the 30th




 










 





	 	 	September 2008 then the above laycan and cencelling dates to be
brought forward by the

same number of days but always giving the
Sellers two clear months within which to deliver
 the Vessel from the
time of such subjects being lifted.
	 
	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.	 	62
63
64
65
66
67
68
69
70
71
	 
	 	 	If this Agreement is maintained with the new cancelling date all other
terms and conditions 

hereof including those 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.	 	72
73
74
75
76
	 
	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.	 	77
78
79
	 
	6.	 	Drydocking/Divers Inspection	 	80
	 
	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*.	 	81
82
83
84
85
86
87
	 
	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.	 	88
89
90
91
92
93
94
95
	 
	 	 	In the event that the Divers’ inspection reveals any damage to the
Vessel’s underwater parts
 which would impose a condition against the
Vessel’s present Class and Class imposes a
 condition but the Vessel is
not required to be repaired before her next scheduled
 Drydocking, then
Sellers shall pay to the Buyers the estimated cost to repair such
damage in
 a way which is acceptable to the Class and which shall be
the direct cost of the repair,
 excluding Drydocking costs, for such
damage only and to be based on the mean of two
 quotations given by
nearest ship yards, one chosen by the Sellers and one chosen by
the

Buyers. The amount as agreed shall be deducted from the balance of the
purchase money at
 the time of Delivery.
	 
	 	 	(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, the repair of which 

cannot be postponed
until the Vessel’s next scheduled Drydocking, 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	 	96
97


98
99
100
101
102
103
104
105















 






	 	 	the underwater inspection and the Classification Society’s attendance.	 	106
	 
		 	(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.	 	107
108
109
110
111
112
113
114
	 
	c)	 	If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above	 	115
	 
	 	 	(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*.	 	116
117
118
119
120
121
122
123
124
125
126
127
	 
	 	 	(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*.	 	128
129
130
131
132
	 
	 	 	(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.	 	133
134
135
136
137
	 
	 	 	(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.	 	138
139
	 
	 	 	(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).	 	140
141
142
143
144
145
146
147
148
149
	 
	*	 	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.	 	150
151
	 
	**	 	6 a) and 6 b) are alternatives; delete whichever is not applicable. In
the absence of deletions,
alternative 6 a) to apply.	 	152
153
	7. Spares/bunkers, etc.

	 	154
	The Sellers shall deliver the Vessel to the Buyers with everything belonging
to her on board, and on
ashore and on order without extra charge. All spare
parts and spare equipment including spare
tail and
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

	 	
155
156
157
158
159



















 






	 	 	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 All radio installation and navigational equipment shall be included in the
sale

without extra payment if they are the property of the Sellers.
Unused Broached/unbroached stores
and

provisions shall be

included in the sale and be taken over by the Buyers without extra payment.	 	160
161
162
163
164
	 
	 	 	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
Master’s



Officers’ and Crew’s personal belongings effects, including the Master’s slop chest and the Vessel’s 

ISM
and ISPS documentation and manuals

as well as manuals prepared by the Manager of the Seller are to be
excluded from the sale, as well as the following additional items (including items on hire): No hired items. All Oxygen and
Acetyline bottles will be removed prior to delivery.	 	165
166
167
168


 
169
	 
	 	 	SOPEP, SOLAS training manuals, cargo securing manuals and ballast water management plans will remain on
board the Vessel but the Buyer to undertake to cross out all references of those documents as to the Seller
and/or the Seller’s Manager.
	 
	 	 	The Buyers shall take over and pay extra for the cost of the remaining bunkers and unused lubricating


oils in designated storage tanks and/or

in sealed/unbroached drums and pay the
current at Sellers’ last net market contract price as


evidenced by Sellers’ invoices. (excluding
barging expenses) 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 Price.	 	170
 
171

172
173






	 	 	 
	
8. Documentation
	 	175






	 	 	 
	
The place of closing: Piraeus, Greece
	 	176





Documents to be listed in an addendum to this agreement.



	 	 	 
	 
	
In exchange for payment of the Purchase Price the Sellers
shall furnish the Buyers with delivery

documents, namely:
	 	177
178






	a)	 	Legal Bill of Sale in a form recordable in (the
country in which the Buyers are

to register the
Vessel), warranting that the Vessel is free from all encumbrances,
mortgages

and maritime lions or any
other debts or claims whatsoever, duly notarially attested and

legalized by the consul of such country or
other competent authority.	 	179
180
181
182
	 
	b)	 	 Current Certificate of Ownership issued by the competent authorities of
the flag state of

the Vessel.	 	183
184
	 
	c)	 	 Confirmation of Class issued within 72 hours prior to delivery.	 	185
	 
	d)	 	 Current Certificate issued by the competent
authorities stating that the
Vessel is free from

registered encumbrances.	 	186
187
	 
	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.	 	188
189
190
191
192
193
	 
	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.	 	194
195
196





 









 





	 	 	 
	
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.
	 	197
198
199



	 	 	 
	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.
	 	200
201
202
203
204
205
206




	 	 	 
	
9. Encumbrances
	 	207




	 	 	 
	
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, any
encumbrances, 
taxes, liens, mortgages and maritime liens or any other debts or claims 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.
	 	208
209


210
211




	 	 	 
	
10. Taxes, etc.
	 	212



	 	 	 
	
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.
	 	213
214
215




	 	 	 
	
11. Condition on delivery
	 	216



	 	 	 
	
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 this agreement inspection, fair wear and tear
excepted.
	 	217
218
219



	 	 	 
	
However, the Vessel shall be delivered with her present class maintained and with all continuous

surveys up to date, free from without any condition/recommendations *,

free of average damage affecting the Vessel’s class, and with all her classification certificates and

national /international trading certificates, as well as all other certificates the Vessel had at the
time of 
this agreement inspection, valid and

clean, valid and unextended without condition/ recommendations * by Class or the relevant authorities

at the time of 
delivery.
	 	220

221
222

223

224



	 	 	 
	
“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.
	 	225
226
227




	 	 	 




	*	 	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.	 	228
229




	 	 	 
	12. Name/markings	 	230



	 	 	 
	
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.	 	231



	 	 	 
	
13. Buyers’ default	 	232



	 	 	 
	
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.	 	233
234
235



	 	 	 
	
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.	 	236
237
238
239




 









 





	 	 	 
	
14. Sellers’ default
	 	240



	 	 	 
	
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 new 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.
	 	241
242
243
244
245
246
247
248
249
250
251
252
253
254




	 	 	 
	
15. Buyers’ representatives
	 	255




	 	 	 
	
After this Agreement has been signed by both parties and the 10 percent deposit has been lodged, the
Buyers

have the right to place two (2) 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
normal operation of the Vessel up to

and
including her delivery. The existing crew will provide due assistance for familiarisation. The 

Buyers’
representatives shall sign the Sellers’
usual P&I
letter of indemnity
forms requested by the 

Sellers
prior to their embarkation.
	 	256
257
258
259
260

261





	 	 	 
	
16. Arbitration
	 	262






	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.	 	263
264
265
266
267
268
269
270
	 
	b)*	 	This Agreement shall be governed by and
construed in accordance with Title 9 of the

United
State 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 Now 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.	 	271
272
273
274
275
276
277
278
	 
	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.	 	279
280
281






 




			
	*	 	16 a), 16 b) and 16 c) are alternatives;
delete whichever is not applicable.

In the absence of
deletions, alternative 16 a) to apply.	 	282
283






 









 







This document is a computer generated copy of “SALEFORM 1993”, printed by authority of the
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, the original document shall apply. The
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 dated 20th August 2008




of the sale of the m/v “IRIS II”




between “Iris Marine Carriers S.A.”, Panama (the SELLERS)




and




“Gavial Marine Corporation”, Liberia (the BUYERS)




Clause 17




The
Sellers shall provide the Buyers with a letter whereby they will
undertake that to 


the best of
the Sellers’ knowledge, the Vessel under their current ownership has not 

been blacklisted by any
nation including the Arab Boycott League.



Clause 18




The sale transaction of the Vessel includes the balance of a timecharter dated 20th


December 2007 to messrs Mitsui OSK Lines of Tokyo (she has been delivered to 
charterers’
service on 29th February 2008) for a period of about 59 to 61 months 
(where about means
15 days) with the following hire rates:



Usd 50,000 diot for the first year

Usd 44,000 diot for the second year

Usd 42,000 diot for the third year

Usd 39,500 diot for the fourth year

Usd 34,500 diot for the fifth year




Copy of the relevant charterparty has been provided to the Buyers and has been 
accepted by them.



Clause 19




A Novation Agreement will be made between the Sellers as Novator, the Charterer 

and the Buyer as
Novatee at terms and conditions to be mutually agreed between 

those parties to the effect that as
from an agreed effective date the Novatee will step in 
to the shoes of the Novator in relation to
the Charter.



The Novation Agreement comes into effect at anytime after the delivery of the Vessel 
to the Buyer
and commencement of the charter to Irika Shipping S.A.



Clause 20




This transaction is subject to:




	 	a)	 	The Guarantor’s Board of Director’s Approval to be lifted by latest 30th

September 2008.




 









 











	 	b)	 	The approval of the Buyer as new owners/managers of the Vessel by the Time Charterers to
be lifted latest within 7 working days from the time when the Guarantor will lift it’s
subject per paragraph a) above.






It is understood that Buyers shall take over this Charter Party in accordance with the
terms of a standard Novation agreement as per Clause 19 hereabove, the consent of the
parties to such terms not to be unreasonably witheld. However, in the unlikely even that
the Time Charterers will not approve the Buyers as the new managers of the Vessel, Irika
Shipping S.A. undertake to remain in the chain of the Charter Party on a back-to-back basis
with the Charterers and the Buyers and even more to continue to be involved in the
management of the Vessel (operational, technical or otherwise) so that the sale to effected
irrespectively.



	 	 	 
	/s/
Julian Brynteson, H. Clarkson & Co. Ltd, Attorney in Fact
	 	/s/ Gabriel Panayotides, Chief
Executive Officer and President
	 

	 	 
	For the Sellers

	 	For the Buyers