ibii8k20100416ex10-2.htm


    
      

    

    
      

    

    
      EXHIBIT 10.2

    

    

    
 

    
    

    Dated:
17TH
April, 2009

     

    
      	
              ISLAND
      BREEZE INTERNATIONAL 211
      Benigo Boulevard, Suite 201, Bellmawr, New Jersey 08031, USA hereinafter called
      the Sellers,
      have agreed to sell, and

            	
               1 

            


    

    


    
      	
              AMANDLA
      ICON SHIPPING CORPORATION Pte Ltd, 583, ORCHARD ROAD, #09-01
      FORUM,

              SINGAPORE
      238884 or nominee hereinafter called the Buyers, have agreed to buy the motor
      vessel

            	
               

              2

            


    

    


    
      	
              Name:
      CASINO
      ROYALE ex FORTUNE STAR

            	
              3

            


    

    


    
      	
              Classification
      Society/Class:  HELLENIC REGISTER OF SHIPPING

            	
              4

            
	
              Built:             1975                                            By:  KNOSSOURA
      DOCKYARD, SALAMIS, GREECE

            	
              5

            
	
              Flag:             PANAMA                               Place
      of Registration:  PANAMA, REPUBLIC OF PANAMA

            	
              6

            
	
              Call
      Sign:      C6DP8              Grt/Nrt:
      9511 / 3479

            	
              7

            
	
              IMO
      Number: 7350442

              otherwise
      as per description in Clause 18 hereto,

            	
               

              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

            	
              11

            
	
              Stipulated
      for the Purchase Price in Clause 1 and in the place of
      closing  stipulated  in  Clause
      8.

            	
              12

            


    

     

    
      	
              "in  writing"  or
      "written"  means
      a  letter  handed  over  from  the  Sellers  to  the  Buyers  or  vice
      versa,

            	
              13

            
	
              a
      registered letter, telex, telefax or other modern form of written
      communication

            	
              14

            


    

    


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

            	
              15

            


    

    


    


    
      	
              1.           Purchase
      Price:  Gross
      US$ 1,970,815 00 (United
      States Dollars One Million Nine hundred seventy thousand Eight hundred
      fifteen only) less projected repositioning expenses of US$ 1,083,815 ( One
      million Eighty three thousand Eight hundred and fifteen only) to pay a NET
      Price of USD 887,000 ( Eight hundred eighty seven thousand USD) on the
      Light Displacement of 5,119.15 Long Tons (or 5,201.3 metric tons) without
      any permanent ballast. 

            	
               

               

              16

            
	 
      	 
      
	
               2.        
       Deposit:

            	
              17

            


    

    


    
      	
              As  security  for  the  correct  fulfilment  of  this   Agreement  the  Buyers
      shall  pay  a  deposit of 10%  of
      the Purchase Price (USD 88,700) within 3 (Three) banking

            	
              18

            
	
               Days
      from the date of signing  this Agreement
      by the Sellers and the Buyers IN EITHER FACSIMILE OR SCANNED
      EMAIL.

            	
              19

            
	
              This
      deposit shall be placed with Sellers in their Account with Wachovia Bank,
      N.A

            	
               

              20

            
	
              and
      held by them in a joint account
      for the Sellers and the Buyers, to be released in accordance with
      joint

            	
              21

            
	
              written
      instructions of the Sellers and the Buyers. Interest, if any to be
      credited to the Buyers.

            	
              22

            
	
              Any
      fee charged at Sellers bank for receiving the
      money  shall  be  borne  by  the  Sellers.
      Any fee charged

            	
              23

            
	
              at
      Buyers’ bank for remitting money shall be paid by the
    Buyers.

            	
              24

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                3.           Payment

              	
                25

              


      

      
        	
                The
      balance(90%)of the NET Purchase Price shall be paid in full free of bank
      charges to THE SELLERS’ NOMINATED ACCOUNT

              	
                26

              
	
                on  delivery  of  the   Vessel,  but
      not later  than  3 banking   days
      after  the  Vessel  is  in  every  respect

              	
                27

              
	
                physically  ready  for  delivery  in  accordance  with  the  terms  and  conditions  of  this  Agreement  and

              	
                28

              
	
                Notice
      of Readiness has been given in accordance with Clause 5.

              	
                29

              


      

    

    


    


    
      	
              4        
         Inspections

            	
              30

            
	
              a)*           The
      Buyers have WAIVED THEIR RIGHT TO INSPECT  inspected
      and

                       accepted the
      Vessel’s classification records. The Buyers HAVE ALSO WAIVED THEIR RIGHT
      TO

                      INSPECT

            	
               

               

              31

            
	
              also inspected
      the Vessel at/in   on
      

            	
              32

            
	
              and have accepted the Vessel
      following
      this inspection and thus the sale is
      outright and definite,

            	
              33

            
	
              subject only to the terms and
      conditions of this Agreement

            	
              34

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

            	
              35

            
	
              whether same are
      accepted or not within  

            	
              36

            
	
                      The Sellers
      shall provide
      for inspections of the
      Vessel at/in .  .

            	
              37

            
	
                      The
      Buyers shall undertake the inspection without undue delay to the Vessel.
      Should the

            	
              38

            
	
                       Buyers
      cause undue delay they shall compensate the Sellers for the losses thereby
      incurred.

            	
              39

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

            	
              40

            
	
              During the
      inspection, the Vessel’s deck and engine log books shall be made available
      for

            	
              41

            
	
              examination by the
      Buyers. If the Vessel is accepted after such inspection, the sale
      shall

            	
              42

            
	
              become outright and
      definite, subject only to the terms and conditions of this
      Agreement,

            	
              43

            
	
              provided the
      Sellers receive written notice of acceptance from the Buyers within 72
      hours

            	
              44

            
	
              after completion of
      such inspection.

            	
              45

            
	
              Should notice of
      acceptance of  the Vessel's classification records and of the
      Vessel not be

            	
              46

            
	
              received by the
      Sellers as aforesaid, the deposit together with interest earned shall
      be

            	
              47

            
	
              released
      immediately to the Buyers, whereafter this Agreement shall be null and
      void.

            	
              48

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

            	
              49

            
	
              alternative
      4a) to apply.

            	
              50

            


    

    


    


    
      
        	
                5.           Notices,
      time and place of delivery

              	
                51

              
	
                a)      The   Sellers   shall   keep  the  Buyers  well  informed  of  the  Vessel’s  itinerary
       and
      shall

              	
                52

              
	
                provide the Buyers with 7, 5, 3
      days approximate, and 1 day definite notice of
      the

                         estimated
      time of  arrival at
      the                                                                

              	
                 

                53

              
	
                intended place
      of  drydocking/underwater  inspection/delivery.
      When the Vessel is at the place

              	
                54

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

              	
                55

              
	
                Agreement, the Sellers shall give
      the Buyers a written Notice of Readiness for delivery.

              	
                56

              


      

      
        	
                b)           The
      Vessel shall be delivered and taken over safely afloat at a safe and
      accessible berth or

              	
                57

              
	
                anchorage, in Sellers’
      option,  at/in Freeport, Bahamas with exact
      date

              	
                58

              
	
                in the Sellers'
      option

              	
                59

              
	
                Expected time of delivery: during
      15th –
      30th April,
      2010

              	
                60

              
	
                Date of cancelling (see Clauses
      5 c),
      6 b) (iii) and 14):  15th
      May, 2010 in the Buyers
      option.

              	
                61

              
	
                c)           If the Sellers
      anticipate that, notwithstanding the exercise of due diligence by them,
      the

              	
                62

              
	
                Vessel will not be
      ready for delivery by the cancelling date they may notify the Buyers
      in

              	
                63

              
	
                writing stating the
      date when they anticipate that the Vessel will be ready for delivery
      and

              	
                64

              
	
                propose a new
      cancelling date. Upon receipt of such notification the Buyers shall have
      the

              	
                65

              
	
                option of either
      cancelling this Agreement in accordance with Clause 14 within 7
      running

              	
                66

              
	
                days of receipt of
      the notice or of accepting the new date as the new cancelling date. If
      the

              	
                67

              
	
                Buyers have not
      declared their option within 7 running days of receipt of the
      Sellers'

              	
                68

              
	
                notification or if
      the Buyers accept the new date, the date proposed in the Sellers'
      notification

              	
                69

              
	
                shall be deemed to
      be the new cancelling date and shall be substituted for the
      cancelling

              	
                70

              
	
                date stipulated in
      line 61.

              	
                71

              
	
                If this Agreement
      is maintained with the new cancelling date all other terms and
      conditions

              	
                72

              
	
                hereof including
      those contained in Clauses 5 a) and 5 c) shall remain unaltered and in
      full

              	
                73

              
	
                force and effect.
      Cancellation or failure to cancel shall be entirely without prejudice to
      any

              	
                74

              
	
                claim for damages
      the Buyers may have under Clause 14 for the Vessel not being ready
      by

              	
                75

              
	
                the original
      cancelling date

              	
                76

              
	
                d)      Should
      the Vessel become an actual, constructive or compromised total loss before
      delivery

              	
                77

              
	
                the deposit together with
      interest earned shall be released immediately to the
Buyers

              	
                78

              
	
                whereafter this Agreement shall
      be null and void

              	
                79

              


      

    

     

    
    

    
      
        
          

        

      

    

     

    
    

    
      
        	
                6.           Drydocking
      / Divers Inspection

              	
                80

              
	
                a)**           The Sellers shall
      place the Vessel in drydock at the port of delivery for inspection by
      the

              	
                81

              
	
                Classification
      Society of the Vessel's underwater parts below the deepest load line,
      the

              	
                82

              
	
                extent of the
      inspection being in accordance with the Classification Society's rules.If
      the

              	
                83

              
	
                rudder, propeller,
      bottom or other underwater parts below the deepest load line are
      found

              	
                84

              
	
                broken, damaged or
      defective so as to affect the Vessel's class, such defects shall be
      made

              	
                85

              
	
                good at the
      Sellers' expense to the satisfaction of the Classification Society
      without

              	
                86

              
	
                condition/recommendation*.

              	
                87

              
	
                b)**           (i)           The Vessel is to be
      delivered without drydocking. However, the Buyers
      shall

              	
                88

              
	
                have the right at
      their expense to arrange for an underwater inspection by a diver
      approved

              	
                89

              
	
                by the
      Classification Society prior to the delivery of the Vessel. The Sellers
      shall at their

              	
                90

              
	
                cost make the
      Vessel available for such inspection. The extent of the inspection and
      the

              	
                91

              
	
                conditions under
      which it is performed shall be to the satisfaction of the
      Classification

              	
                92

              
	
                Society. If the
      conditions at the port of delivery are unsuitable for such inspection,
      The

              	
                93

              
	
                Sellers shall make
      the Vessel available at a suitable
      alternative place near to the delivy

              	
                94

              
	
                port.

              	
                95

              
	
                (ii)           If the rudder,
      propeller, bottom or other underwater parts below the deepest load
      line

              	
                96

              
	
                are found broken,
      damaged or defective so as to affect the Vessel's class, then
      unless 

              	
                97

              
	
                         repairs can be
      carried out afloat to the satisfaction of the Classification Society,the
      Sellers

              	
                98

              
	
                shall arrange for
      the Vessel to be drydocked at their expense for inspection by
      the

              	
                99

              
	
                Classification
      Society of the Vessel's underwater parts below the deepest load line,
      the

              	
                100

              
	
                extent of the
      inspection being in accordance with the Classification Society's
      rules.  If the

              	
                101

              
	
                rudder, propeller,
      bottom or other underwater parts below the deepest load line are
      found

              	
                102

              
	
                broken, damaged or
      defective so as to affect the Vessels class, such defects shall be
      made

              	
                103

              
	
                good by the Sellers
      at their expense to the satisfaction of the Classification
      Society

              	
                104

              
	
                without
      condition/recommendation*. In such event the Sellers are to pay also for
      the cost of

              	
                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-

              	
                107

              
	
                docking facilities
      are available at the port of delivery, the Sellers shall take the
      Vessel

              	
                108

              
	
                to a port where
      suitable drydocking facilities are available, whether within or outside
      the

              	
                109

              
	
                delivery range as
      per Clause 5 b). Once drydocking has taken place the Sellers shall
      deliver

              	
                110

              
	
                the Vessel at a
      port within the delivery range as per Clause 5 b) which shall, for
      the

              	
                111

              
	
                purpose of this
      Clause, become the new port of delivery. In such event the cancelling
      date

              	
                112

              
	
                provided for in
      Clause 5 b) shall be extended by the additional time required for
      the

              	
                113

              
	
                drydocking and
      extra steaming, but limited to a maximum of 14 running
      days.

              	
                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

              	
                116

              
	
                the survey being to
      the satisfaction of the Classification surveyor. If such survey is
      not

              	
                117

              
	
                required by the
      Classification Society, the Buyers shall have the right to require the
      tailshaft

              	
                118

              
	
                to be drawn and
      surveyed by the Classification Society, the extent of the survey being
      in

              	
                119

              
	
                accordance with the
      Classification Society's rules for tailshaft survey and consistent
      with

              	
                120

              
	
                the current stage
      of the Vessel's survey cycle. The Buyers shall declare whether
      they

              	
                121

              
	
                require the
      tailshaft to be drawn and surveyed not later than by the completion of
      the

              	
                122

              
	
                inspection by the
      Classification Society. The drawing and refitting of the tailshaft shall
      be

              	
                123

              
	
                arranged by the
      Sellers. Should any parts of the tailshaft system be condemned or
      found

              	
                124

              
	
                defective so as to
      affect the Vessel's class, those parts shall be renewed or made good
      at

              	
                125

              
	
                the Sellers'
      expense to the satisfaction of the Classification Society
      without

              	
                126

              
	
                condition/recommendation*.

              	
                127

              
	
                (ii)           the expenses
      relating to the survey of the tailshaft system shall be
      borne

              	
                128

              
	
                by the Buyers
      unless the Classification  Society requires such survey to be
      carried out, in

              	
                129

              
	
                which case the
      Sellers shall pay these expenses. The Sellers shall also pay the
      expenses

              	
                130

              
	
                if the Buyers
      require the survey  and  parts of the system are
      condemned or found defective

              	
                131

              
	
                or broken so as to
      affect the Vessel's class*.

              	
                132

              
	
                (iii)           the expenses in
      connection with putting the Vessel in and taking her out
      of

              	
                133

              
	
                drydock, including
      the drydock dues and the Classification Society's fees shall be paid
      by

              	
                134

              
	
                the Sellers if the
      Classification Society issues any condition/recommendation* as a
      result

              	
                135

              
	
                of the survey or if
      it requires survey of the tailshaft system. In all other cases the
      Buyers

              	
                136

              
	
                shall pay the
      aforesaid expenses, dues and fees.

              	
                137

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  (iv)           the Buyers'
      representative shall have the right to be present in the drydock,
      but

                	
                  138

                
	
                  without interfering
      with the work or decisions of the Classification
      surveyor.

                	
                  139

                
	
                  (v)           the Buyers shall
      have the right to have the underwater parts of the
      Vessel

                	
                  140

                
	
                  cleaned and painted
      at their risk and expense without interfering with the Sellers' or
      the

                	
                  141

                
	
                  Classification
      surveyor's work, if any, and without affecting the Vessel’s timely
      delivery. If,

                	
                  142

                
	
                  however, the
      Buyers' work in drydock is still in progress when the Sellers
      have

                	
                  143

                
	
                  completed the work
      which the Sellers are required to do, the additional docking
      time

                	
                  144

                
	
                  needed to complete
      the Buyers' work shall be for the Buyers' risk and expense. In the
      event

                	
                  145

                
	
                  that the Buyers'
      work requires such additional time, the Sellers may upon completion of
      the

                	
                  146

                
	
                  Sellers' work
      tender Notice of Readiness for delivery whilst the Vessel is still in
      drydock

                	
                  147

                
	
                  and the Buyers
      shall be obliged to take delivery in accordance with Clause 3,
      whether

                	
                  148

                
	
                  the Vessel is in
      drydock or not and irrespective of Clause 5 b).

                	
                  149

                
	
                  *           Notes, if any, in
      the surveyor's report which are accepted by the Classification
      Society

                	
                  150

                
	
                  without
      condition/recommendation are not to be taken into
      account.

                	
                  151

                
	
                  **           6
      a) and 6 b) are alternatives; delete whichever is not applicable. In the
      absence of deletions,

                	
                  152

                
	
                  alternative 6 a) to
      apply

                	
                  153

                


        

      

    

    


    


    
      	
              7.           Spares/bunkers,
      etc. (See Clause 18)

            	
              154

            
	
              The  Sellers  shall
      deliver the Vessel to the Buyers with everything belonging to her on board
      and on

            	
              155

            
	
              Shore.
      The Sellers shall retain and arrange to remove all casino and
      entertainment equipment and furniture including, but not limited to, slot
      machines, slot floor UPS’s and transformers, table games, surveillance
      equipment, count equipment, security equipment, player tracking system
      equipment, dining tables, dining chairs, unused carpet, television and
      related accessories, ip telephone system, MTN telecommunication system
      (not used for navigation), cable television satellite system, computer
      equipment and related peripherals, and office equipment and furniture.
      All  spare parts and  spare equipment  including  spare  tail-end
      shaft(s) and/or spare

            	
              156

            
	
              propeller(s)/propeller
      blade(s), if any, including spare tail-end shaft(s) and/or spare
      propeller(s)/propeller blade(s) if any belonging to the Vessel as agreed
      and accepted by sellers and buyers

            	
              157

            
	
              ,
      whether on board or not shall become the Buyers’ property.

            	
              158

            
	
              Forwarding
      charges, if any, shall be for the Buyers’ account. The Sellers are not
      required to

            	
              159

            
	
              replace
      spare parts including spare tail-end shaft(s) and spare
      propeller(s)/propeller blade(s) which

            	
              160

            
	
              are
      taken out of spares and used as replacement prior to delivery, but the
      replaced items shall be the

            	
              161

            
	
              property
      of the Buyers. The radio installation and navigational equipment shall be
      included in the sale

            	
              162

            
	
              without
      extra payment if they are the
      property of the Vessel. Unused stores and  provisions
      shall be

            	
              163

            
	
              included
      in the sale and be taken over by the Buyers without extra
      payment.

            	
              164

            
	
              The
      Sellers have the right to take ashore crockery, plates, cutlery, linen and
      other articles bearing the

            	
              165

            
	
              Sellers'
      flag or name, provided they replace same with similar unmarked items.
      Library, forms, etc,

            	
              166

            
	
              exclusively
      for use in the Sellers' vessel(s), shall be excluded without compensation.
      Captain's,

            	
              167

            
	
              Officers'
      and Crew's personal belongings including the slop chest are to be excluded
      from the sale,

            	
              168

            
	
              as
      well as the following additional items (including items on
      hire):

            	
              169

            


    

    ( NOT
AFFECTING THE VESSEL’S LIGHT DISPLACEMENT TONNAGE)

    
      	
              The
      Buyers shall take over the remaining bunkers and unused lubricating oils
      in storage tanks and

            	
              170

            
	
              sealed
      drums at NO EXTRA COST to the BUYERS and pay the SELLERS’
      LATEST PRICES CONFIRMED BY VOUCHERS current net market
      price  (excluding barging expenses) at the port and
      date

            	
               

              171

            
	
              of delivery of the
      Vessel.

            	
              172

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

            	
              173

            
	
              the Purchase
      Price.

            	
              174

            


    

    


    


    
      	
              8.       Documentation

            	
              175

            
	
              The
      place of closing: MIAMI,
      U.S.A

            	
              176

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

            	
              177

            
	
              documents,
      namely:

            	
              178

            
	
              a)      Legal
      Bill of Sale DULY APOSTILLED (the country
      in  which  the Buyers

            	
              179

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

            	
              180

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

            	
              181

            
	
              legalized by the
      consul  such country or
      other competent  authority.

            	
              182

            
	
              b)ORIGINAL
      TRIM AND STABILITY BOOK AUTHENTICATING THE LIGHT SHIP WEIGHT OF THE VESSEL
      DULY APPROVED BY IACS CLASS WHICH SCANNED COPY RECEIVED BY
      BUYERS.

            	
              183

            
	 
      	
               184

            
	
               c)     Current
      Certificate issued by the competent authorities stating that the Vessel is
      free from

            	
              185

            
	
              Registered
      encumbrances, maritime liens, mortgages or any other debts or claims
      whatsoever.

            	
              186

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	
              (THIS
      CERTIFICATE TO BE DATED SAME DAY AS THE SELLERS TENDER TO THE BUYERS 3
      DAYS DEFINITE NOTICE OF DELIVERY AND SENT TO THE BUYERS IN SCANNED
      COPY).

            	
               

              187

            
	
              d)           Certificate
      of Deletion of the Vessel from
      the  Vessels  registry  or  other  official  evidence  of

            	
              188

            
	
              deletion appropriate to the
      Vessel’s registry at the time of delivery,
      or,  in  the  event  that  the

            	
              189

            
	
              registry does
      not  as  a  matter  of  practice  issue  such  documentation  immediately,  a  written

            	
              190

            
	
              undertaking by the Sellers to
      effect deletion from the
      Vessels  registry  forthwith  and  furnish  a

            	
              191

            
	
              Certificate or other official
      evidence of deletion
      to  the  Buyers  promptly  and  latest  within
      4  

            	
              192

            
	
              (four)  weeks after
      the  Purchase  Price  has  been
      paid and the  Vessel has been delivered.

            	
              193

            
	
              e)           Any  such  additional  documents  as  may  reasonably  be  required  by  the  competent  authorities

            	
              194

            
	
              for  the purpose
      of  registering  the  Vessel,
      provided  the   Buyers  notify  the  Sellers  of  any  such

            	
              195

            
	
              Documents as soon as possible
      after the date of this Agreement

            	
              196

            


    

    


    
      	
              f)

            	
              LETTER
      OF INDEMNITY ISSUED BY THE SELLERS TO THE BUYERS UNDERTAKING FULL
      RESPONSIBILITY AND CONSEQUENCES OF ANY DEBTS, LOANS, ENCUMBRANCES,
      MARITIME AND OTHER LIENS AND LIABILITIES OF ANY NATURE WHATSOEVER INCURRED
      UP TO THE DATE AND TIME OF DELIVERY OF THE VESSEL AND INDEMNIFYING THE
      BUYERS OF THE CONSEQUENCES THEREOF.

            


    

    


    G)           COPY
OF THE GENERAL POWER OF ATTORNEY ISSUED IN THE NAME OF THE PERSON
SIGNING

    THE BILL OF SALE ON BEHALF OF THE
BUYERS.

    


    H)     PHOTOCOPY
OF THE VESSEL’S  CERTIFICATE OF REGISTRY AND ALL ORIGINAL
TRADING

             CERTIFICATES
WHETHER VALID OR NOT TO BE HANDED OVER TO BUYERS.

    


    I)           COMMERCIAL
INVOICE IN TRIPLICATE STATING THE PRICE OF THE VESSEL (AS STATED IN

     CLAUSE
1 HERETO) AND   INCLUDING THE DESCRIPTION OF THE VESSEL AS PER
CLAUSE 18

    HERETO.

    


    ‘’NON
NEGOTIABLE’’ COPIES OF ALL THE SALE EXECUTED DOCUMENTS INCLUDING THE NON
ENCUMBRANCE CERTIFICATE TO BE FAXED TO THE BUYERS AT LEAST THREE (3) DAYS
PRIOR

    TO
THE ANTICIPATED DELIVERY DATE.

    


    
      	
              At
      the  time  of  delivery  the  Buyers  and  Sellers  shall  sign  and  deliver  to  each  other  a  Protocol  of

            	
              197

            
	
              Delivery
      and Acceptance confirming the date and time of delivery
      of  the  Vessel  from  the  Sellers  to  the

            	
              198

            
	
              Buyers.

            	
              199

            
	
              At
      the  time of  delivery the Sellers
      shall   hand to the Buyers
      the  classification  certificate(s) as well as
      all

            	
              200

            
	
              Plans
      etc., which are on board the Vessel.  Other certificates
      which  are  on  board  the  Vessel  shall  also

            	
              201

            
	
              be
      handed
      over  to  the  Buyers  unless  the  Sellers  are   required   to  retain   same,  in  which  case  the

            	
              202

            
	
              Buyers   to   have   the    right   to    take    copies.      Other       technical    documentation    which    may

            	
              203

            
	
              be
      in the Sellers' possession shall be promptly
      forwarded  to     the  Buyers  at  their  expense,  if  they  so

            	
              204

            
	
              Request.  The  Sellers  may  keep  the  Vessels  log  books   but   the  Buyers   to  have  the  right  to  take

            	
              205

            
	
              Copies
      of same.

            	
              206

            


    

    


    
      	
              9.          Encumbrances

            	
              207

            
	
              The
      Sellers   warrant  that the Vessel, at the time
      of  delivery,  is  free  from  all  charters,  encumbrances,

            	
              208

            
	
              mortgages  and  maritime  liens,
      or any other debts whatsoever. The Sellers
      hereby  undertake

            	
              209

            
	
              to  indemnify  the  Buyers  against  all  consequences  of  claims  made  against  the  Vessel   which   have

            	
              210

            
	
              Been
      incurred prior to the time of delivery.

            	
              211

            


    

    


    
      	
              10.      
       Taxes, etc.

            	
              212

            
	
              Any
      taxes, fees and expenses in connection with the purchase and registration
      under the Buyers' flag

            	
              213

            
	
              shall
      be for the Buyers' account,  whereas similar charges
      in  connection with the closing of the Sellers'

            	
              214

            
	
              register
      shall be for the Sellers' account.

            	
              215

            


    

    


    
      	
              11.     
        Condition on delivery

            	
              216

            
	
              The
      Vessel with everything belonging to her, shall be at the Sellers' risk and
      expense until she is

            	
              217

            
	
              delivered  to  the  Buyers,
      but subject to the  terms and conditions of this Agreement she
      shall be

            	
              218

            
	
              delivered
      and taken over as she IS  was at the time of
      inspection, fair wear and tear excepted ‘AS IS / WHERE IS’ however
      always safely afloat and substantially intact, free of hull leakages, free
      from damage/fire damage, free of arms and ammunition, charter free and
      free of cargo and her main engines, , safety equipment, navigational
      equipment and anchors in working condition WITH CLASS AS IS AND WITH
      CLASS/TRADING CERTIFICATES AS ON BOARD valid or not.. SEE
      CLAUSE 17 also

            	
               

               

              219

            
	
              However, the Vessel
      shall be delivered  with  her class maintained
      without
      condition/recommendation*,

            	
              220

            
	
              free  of  average  damage  affecting  the  Vessels  class,  and  with  her  classification
      certificates and

            	
              221

            
	
              national
      certificates, as well as all other certificates the Vessel had at the time
      of  inspection, valid and

            	
              222

            
	
              unextended  without  condition/recommendation*  by
      Class or the relevant authorities at the time of

            	
              223

            
	
              delivery.

            	
              224

            
	
              "Inspection" in
      this Clause 11, shall mean the Buyers' inspection according to Clause 4 a)
      or 4 b),  if

            	
              225

            
	
              applicable, or the
      Buyers' inspection prior to the signing of this Agreement. If The Vessel is taken
      over

            	
              226

            
	
              without inspection,
      thus
      the
      date of this Agreement shall be the relevant date.

            	
              227

            
	
              *          Notes,  if  any,  in  the  surveyor's  report  which  are  accepted  by  the  Classification   Society

            	
              228

            
	
                          Without
      condition/recommendation are not to be taken into
      account.

            	
              229

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              12.      
       Name / markings

            	
              230

            
	
              Upon
      delivery the Buyers request to change the name of the Vessel to “Royale”
      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

            	
              233

            
	
              Agreement,
      and they shall be entitled to claim compensation for their losses and for
      all expenses

            	
              234

            
	
              incurred
      together with interest.

            	
              235

            
	
              Should
      the Purchase Price not be paid  in  accordance with
      Clause  3, the Sellers have the right to

            	
              236

            
	
              cancel
      the Agreement, in which case the down payment shall be released to
      the

            	
              237

            
	
              Sellers.  If
      the  down
      payment  does  not  cover  their  loss,  the  Sellers
      shall be entitled to claim further

            	
              238

            
	
              compensation
      for their losses and for all expenses incurred together with
      interest.

            	
              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

            	
              241

            
	
              to  validly  complete  a  legal  transfer  by  the  date  stipulated  in  line  61  the   Buyers   shall   have

            	
              242

            
	
              the  option  of  cancelling  this  Agreement  provided  always  that   the   Sellers   shall   be   granted   a

            	
              243

            
	
              Maximum  of  3  banking  days   after   Notice   of   Readiness   has   been  given  to  make  arrangements

            	
              244

            
	
              for
      the documentation
      set  out  in  Clause  8.  If  after  Notice  of  Readiness  has  been  given  but  before

            	
              245

            
	
              the
      Buyers  have  taken  delivery,  the  Vessel  ceases  to  be  physically  ready  for  delivery  and  is  not

            	
              246

            
	
              Made
      physically
      ready  again  in  every  respect  by  the  date  stipulated  in  line  61  and  new  Notice  of

            	
              247

            
	
              Readiness
      given, the Buyers
      shall  retain  their  option  to  cancel.  In  the  event  that  the  Buyers  elect

            	
              248

            
	
              to  cancel  this  Agreement  the  down
      payment  together  with  interest   earned   shall   be   released   to

            	
              249

            
	
              Them
      immediately.

            	
              250

            
	
              Should
      the Sellers fail to give Notice of Readiness by the date stipulated in
      line  61  or  fail  to  be  ready

            	
              251

            
	
              to
      validly complete a legal
      transfer  as  aforesaid  they  shall  make  due  compensation  to  the  Buyers  for

            	
              252

            
	
              their  loss  and  for  all  expenses  together  with   interest   if   their   failure   is   due   to   proven

            	
              253

            
	
              negligence
      and whether or not the Buyers cancel this Agreement.

            	
              254

            


    

    


    
      	
              15.    
         Buyers' representatives

            	
              255

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

            	
              256

            
	
              Have
      the right to place FIVE representatives on board the Vessel INCLUDING ONE
      DECK OFFICER, THREE ENGINEERS AND ONE ELECTRICIAN, at their sole risk
      and  expense.  Upon

            	
               

              257

            
	
              arrival
      at                            on
      or about

            	
              258

            
	
              These  representatives
      are on board for the purpose
      of  familiarisation   and   in   the   capacity   of

            	
              259

            
	
              Observers  only,
      and  they  shall  not  interfere
      in any respect with the operation of the Vessel. The Sellers shall provide
      an Engineer and a Seller’s representative, at Seller’s expense, to assist
      the Buyers representatives in the operation, prior to departure of the
      vessel from Freeport, of the main engines and the overhaul of the Deutz
      generators.   The

            	
              260

            
	
              Buyers' representatives shall
      sign the Sellers' letter of indemnity prior to their
      embarkation.

            	
              261

            


    

    


    
      	
              16.    
         Arbitration

            	
              262

            
	
              a)*           This
      Agreement shall be governed by and construed
      in  accordance  with English law and

            	
              263

            
	
              Any dispute arising
      out  of  this  Agreement  shall  be  referred  to  arbitration  in  London

            	
              264

            
	
              accordance  with  the  Arbitration  Acts  1950  and  1979  or  any   statutory   modification   or

            	
              265

            
	
              re-enactment thereof for
      the  time  being  in  force,  one  arbitrator  being  appointed  by  each

            	
              266

            
	
              party.  On the receipt
      by one party of the nomination in writing of the
      other  party's  arbitrator,

            	
              267

            
	
              That party shall appoint their
      arbitrator within fourteen days, failing which the decision
      of  the

            	
              268

            
	
              single arbitrator appointed shall
      apply.  If two arbitrators
      properly  appointed  shall  not  agree

            	
              269

            
	
              they shall appoint an umpire
      whose decision shall be final

            	
              270

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              b)*           This  Agreement  shall  be  governed  by  and  construed  in  accordance  with  Title  9  of   the

            	
              271

            
	
              United States Code
      and the Law of the State of New
      York  and  should  any  dispute  arise  out  of

            	
              272

            
	
              This Agreement, the
      matter in dispute shall be referred to
      three  persons  at  New  York,  one  to

            	
              273

            
	
              Be appointed by
      each  of  the  parties  hereto,  and  the  third  by  the  two  so  chosen;  their

            	
              274

            
	
              decision or that of
      any two of them shall be final, and for purpose of enforcing
      any  award,  this

            	
              275

            
	
              Agreement may be
      made a rule of the Court.

            	
              276

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

            	
              277

            
	
              Arbitrators,
      Inc.  New York.

            	
              278

            


    

    


    
      	
              c)*           Any dispute arising
      out of this Agreement shall be referred to arbitration
      at

            	
              279

            
	
              subject to the
      procedures applicable there.

            	
              280

            
	
              The laws
      of shall govern this
      Agreement.

            	
              281

            


    

    


    
      	
              *           16
      a), 16 b) and 16 c) are altematives;  delete whichever is not
      applicable.  In the absence of

            	
              282

            
	
              deletions, altemative 16 a) to
      apply.

            	
              283

            


    

    


    


    Clause
17.

    The
vessel is purchased without inspection and the Buyers have fully accepted the
condition of the vessel – therefore the sale is outright and definite. The
Sellers have agreed to ensure all parts required for the 2 x Deutz BA16M 816C
shall be placed on board though the generators are completely dismantled. But
all parts required to make the generators intact shall be available prior to
physical delivery of the vessel.. The familiarisation team of the buyers shall
be allowed to check the parts and commence fixing the generators at the sole
risk of the buyers.

    


    


    Clause
18. Vessels description :

    


    
      	
              Name
      of Vessel

            	
              Casino
      Royale

            
	
              Previous
      Names

            	
              Ex
      Fortune Star; ex St Tropez; ex Manistal; ex Talisman; ex Enchanted Sun; ex
      Sofia; ex Emerald Empress; ex Tropic Star II; ex Pride of San Diego; ex
      Scandinavian Saga; ex Stena Arcadia; ex Castalia

            
	
              Port
      of Registry

            	
              Panama,
      R.P.

            
	
              Official
      Number

            	
              715221

            
	
              IMO
      Number

            	
              7350442

            
	
              MMSI

            	
              308309000

            
	
              Builder/Year

            	
              1975
      Knossoura Dockyard, Salamis, Greece

            
	
              LOA

            	
              132.10
      M

            
	
              LBP

            	
              114.00
      M

            
	
              Beam

            	
              19.80
      M

            
	
              Depth

            	
              11.96
      M

            
	
              Draft

            	
              5.21  M

            
	
              Freeboard

            	
              2.112
      M

            
	
              Gross
      Tonnage

            	
              9,511
      T (69) – 5,259 T

            
	
              Net
      Tonnage

            	
              3,479
      T (69) – 2,752 T

            
	
              Displacement

            	
              7,159.9
      T

            
	
              Deadweight

            	
              1,979.2
      T

            
	
              Light
      Ship

            	
              5,201.3.T

            
	
              Watertight
      Compartments

            	
              13

            
	
              Continuous
      Decks

            	
              2

            
	
              Propulsion
      Machinery

            	
              Two
      (2) MaK 8 Mu 551 AK

            
	
              Horsepower

            	
              7,200
      BHP @ 600 RPM – 5,882 kW @ 600 RPM

            
	
              Auxiliary
      Machinery

            	
              Two
      (2) Deutz BA 16M 816 C @ 860 kW

              One
      (1) Deutz F6M716 @ 101.5 kW @ 1500 RPM

            
	
              Total
      Electrical Power

            	
               1,720
      kW + 102 kW emergency

            
	
              Voltages

            	
              400/231  50
      kHz  0.08 cos phi

            
	
              Auxiliary
      Boilers

            	
              One
      (1) Smoke Tube Boiler

            
	
              Propellers

            	
              Two
      (2) Schraffran Propeller Lehne & Company

            
	
              Bow
      Thruster

            	
              KAMEWA  16550D
      AS-CD 596 kW

            
	
              Anchors

            	
              Three
      (3) Stockless High Holding

            
	
              Stabilizers

            	
              Sperry
      Vickers Gyrofin

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Clause 19.

     

    No sea or
dock trials shall be performed and no crew of the Buyers, apart from the five
representatives mentioned in Clause 15,  shall be allowed on board
before the purchase price is paid in full and the receipt has been confirmed by
the Buyer’s’ bank.

    


    Clause
20.

    The sale
is to be kept strictly private and confidential, except that the Seller may
disclose the details of the sale for purpose of compliance with rules and
regulations under applicable United States federal and state law including
securities law., -  The M.O.A. is made out in two originals one for
the Sellers and one for the Buyers.

    


    Clause
21.

    Buyer,
and any subsequent purchaser to which the Buyer may sell the Vessel to, agree
that they will not operate, or seek to operate, the Vessel in North America,
South America, Hong Kong, or Taiwan or such jurisdictions teritorial
waters.

    


    


    
      	
              FOR
      THE SELLERS

            	
              FOR
      THE BUYERS

            
	 
      	 
      
	
              Bradley
      T. Prader

            	
              Rajesh
      Kumar Anand

            
	
              President
      & Director