EX-10.3




Exhibit 10.3


	 	 	 
	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

	 	 
	Sea Triumph Maritime S.A., Panama

hereinafter called the Sellers, have agreed to sell, and

Tunmore Shipholding Co., Liberia, a guaranteed nominee of Oceanaut Inc., Marshall Islands

hereinafter called the Buyers, have agreed to buy

	 	1

2
	Name: m/v “Medi Cebu”

	 	3
	Classification Society/Class: BV Class


Built:  2002                     By: Tsuneishi Cebu Shipyard, Philippines


Flag:   Panama               Place of Registration: Panama


Call Sign: 3EMB5          Grt/Nrt: 30,011/17,843


Register IMO Number: 9254460

	 	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 72,500,000 (United States Dollars Seventy Two 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 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	 	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 ports 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 tho 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




	 	
160

161

162
	

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.




	 	
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.




	 	
170


171


172


	

Payment under this Clause shall be made at the same time and place and in the same currency as

the Purchase Price.




	 	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 lions 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

	 	 
	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.

	 	240
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 Now York, one to
bo 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 “MEDI CEBU”




between
“Sea Triumph Maritime S.A.”, Panama (the SELLERS)




and




“Tunmore
Shipholding Co.”, 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
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 42,000 per day less a total
of 5pct commission being further fixed on
a back to back basis as to the details only to messrs
Cargill 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 Bueyrs 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 is
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