EX-10.4





Exhibit 10.4


	 	 	 
	MEMORANDUM OF AGREEMENT

	 	Norwegian Shipbrokers’ Association’s Memo-
 randum 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

	 	 
	Three Stars Maritime S.A., Panama

hereinafter called the Sellers, have agreed to sell, and

	 	
1

	Skelton Maritime Ltd., Liberia, a guaranteed nominee of Oceanaut Inc., Marshall Islands

hereinafter called the Buyers, have agreed to buy

	 	
2

	 

	 	 
	Name: m/v “Three Stars”

	 	3

	Classification Society/Class: LR Class

Built: 2005             
            By: Hudong Zhonghua Shipyard, China

Flag: Panamax        
      Place of Registration: Panama

Call Sign: 3ELI2                 Grt/Nrt: 40,524/26,145

Register IMO Number: 9283655

	 	

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 93,500,000
(United States Dollars Ninety Three Million and Five

Hundred Thousand)

	 	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 required 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 terms and conditions of this Agreement.	 	31

32

33

34 
	 
	b)*	 	The Buyers shall have the right to inspect the Vessel’s classification rocords 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 looses thereby
incurred.

The Buyers shall inspect the
Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock 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	 	57





58
	 
	 	 	in the Sellers’ option.	 	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 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 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. 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


	 	165

166
167

	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.


	 	

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

174








	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 liens 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.

	 	241

242
243
244
245
246
247
248
249
250


	
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.

	 	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      

	 	
256

 

257

258
 

	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.

	 	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
States 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 New 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.
	 	271

272

273

274

275

276

 
	 
		 	
The proceedings shall be conducted in accordance with the rules of the Society of Maritime 

Arbitrators,
Inc. New York.	 	
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 “THREE STARS”




between “Three Stars Maritime S.A.”, Panama (the SELLERS)




and




“Skelton Maritime Ltd.”, 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 a timecharter to Irika Shipping S.A. as

Charterers of
the city of Piraeus commencing immediately upon delivery of the

Vessel to the Buyers (assuming
that she is immediately capable of rendering the

services required under the charterparty) for a
period of min 35 months max 37

months, exact period in chopt, at a flat rate of Usd 60,000 per day
less a total of 5pct

commission, being further fixed on a back to back basis as to the details
only to

messrs Cargil International S.A. of Geneva.




Clause 19



It is understood that Irika Shipping S.A. undertake after delivery of the Vessel to use

their best
endeavours to approach messrs Cargill International S.A. of Geneva in order

to obtain their
agreement to novate the said charter from Irika Shipping S.A.



In the event that Cargill agree same, a novation agreement is to be signed between

Buyers, Irika
Shipping S.A. and Cargill S.A.



The Novation Agreement will come in to effect at anytime after the delivery of the

vessel to the
Buyers and commencement of the respective charter to Irika Shipping

S.A.



As security for the full and prompt performance of this charter Irika Shipping S.A.

will furnish
the Buyers as beneficiaries with a first class bank guaranee in the amount

of Usd 7,500,000 (United
States Dollars Seven Million Five Hundred Thousand)

which will be valid for the period from the
time the Vessel is delivered to the Buyers

with the Irika Shipping S.A. charter attached until the
time of novation of the charter

to Cargill International S.A.



In the event that Cargill do not consent to novating the Charter, then the Charter

between Buyers
and Irika Shipping S.A. will remain in full force and effect and the





 









 







performance guarantee will remain valid until one of the following events occur

(whichever the
earliest):





a) redelivery of the Vessels to the Buyers under the terms of the charters with

Irika
Shipping S.A.




b) Irretrievable or other kind of loss of the Vessel which will give rise to a
premature termination of the subject Charter Party with Irika Shipping S.A.




c) The return of the original of this letter at any time by the beneficiary for
cancellation.



Clause 20



This transaction is subject to the Guarantor’s Board of Director’s Approval which to

be lifted by
latest 30th September 2008.




	 	 	 
	/s/
Julian Brynteson, H. Clarkson & Co. Ltd, Attorney in Fact

	 	/s/ Gabriel Panayotides, Chief
Executive Officer and President
	 

	 	 
	For the Sellers

	 	For the Buyers