EX-10.1




Exhibit 10.1


	 	 	 
	 

	 	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.
	MEMORANDUM OF AGREEMENT

	 	Code-name
	 

	 	SALEFORM 1993
	 

	 	Revised 1966, 1983 and 1986/87.






Dated:
20th August 2008





Achilles Management S.A., Panama














hereinafter called the Sellers, have agreed to sell, and







1





Raman Investments Ltd., Liberia, a guaranteed nominee of Oceanaut Inc., Marshall Islands












hereinafter called the Buyers, have agreed to buy






2






Name: m/v “ACHILLES II”






3







Classification Society/Class: NK Class







4







Built: 2004                            By: Sanoyas Shipyard, Japan







5






Flag: Hong Kong          Place of Registration:






6






Call Sign: HPTS                    Grt/Nrt: 38,871/25,208






7






Register IMO Number: 9269001






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







26






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







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 terms 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 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.

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.	 	38
39
40
41
42
43
44
45
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

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 from 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 boon paid and the Vessel has boon 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.

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.

“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.

	 	

217
218
219


220


221
222

223




224
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,

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.

	 	

233
234
235
236
237
238
239





 











 




	 	 	 
	14. Sellers’ default

	 	240
	Should
the Sellers fall 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 
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 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.
Now 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) 283 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 “ACHILLES II”




between “Achilles Management S.A.”, Panama (the SELLERS)




and




“Raman Investments 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 the balance of a timecharter dated
27th

February 2008 to messrs COSCO Bulk Carrier Americas Inc (Cosbulk Americas)
Secaucus, N.J.,
U.S.A for a period of minimum 690 days max 760 days, exact period
in chopt, with hire rates as
follows:



Usd 90,000 for the 1st 120 days on hire

Usd 65,000 for the subsequent 365 days on hire

Usd 34,000 for the subsequent 210 days on hire

Usd 60,000 for the subsequent 65 days on hire




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 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
 

For the Sellers

	 	/s/ Gabriel Panayotides, Chief
Executive Officer and President 
For the Buyers