Unassociated Document


     

    Exhibit
      10.15

     

    SUBLEASE
      AND ADMINISTRATIVE SERVICES AGREEMENT

    


    THIS AGREEMENT
      (The
      "Agreement") is made as of the 1st
      day of
      December 2006, and is between Blue Diamond Realty, LLC, a Delaware limited
      liability company (hereinafter referred to as "Lessee") and Star Maritime
      Acquisition Corp., a Delaware corporation (hereinafter referred to as "Company"
      or “Sublessee”).

    


    WHEREAS,
      by
      a
      lease (hereinafter referred to as "Master Lease") between Capano Investments,
      (hereinafter referred to as "Lessor"), and Lessee, Lessee has leased certain
      premises located at 103 Foulk Road, Wilmington, Delaware, 19803,
      and;

    


    WHEREAS,
      Lessee
      has agreed to sublet Suite 202 to Sublessee (hereinafter referred to as the
      "Premises") to maintain the books and records and to conduct the business of
      the
      Sublessee and to grant to Sublessee all necessary right of ingress and egress
      thereto, and; 

    


    WHEREAS,
      Lessee
      has agreed to provide Sublessee with access to a conference room and equipment
      room in Suites 200 and 202, respectively, 103 Foulk Road, Wilmington, Delaware
      19803 (hereinafter referred to as "Common Areas"); and to provide access to
      and
      reasonable usage of office equipment including computers, printers, photocopier,
      postage machine, fax machine, etc. (hereinafter referred to as "Office
      Equipment"); and to provide clerical support (hereinafter referred to as
      "Administrative Support Services") to Sublessee as are reasonably needed for
      conducting the general business of the Sublessee, and; 

    


    WHEREAS,
      Lessee
      has secured the consent of Lessor pursuant to the Master Lease. 

    


    AGREEMENT

    


    In
      consideration of the above recited premises and the mutual promises contained
      herein, the adequacy and sufficiency of which are hereby acknowledged, Lessee
      and Sublessee hereby agree as follows:

    


    1. Subject
      to the limitations set forth herein, this agreement shall begin December 1,
      2006
      and end December 31, 2007. This agreement shall automatically renew for
      additional periods of one year per renewal term on the same terms as this
      Agreement, unless either party gives written notice of termination no later
      than
      ninety (90) days prior to the end of the term or renewal term.

    


    
      
        2.
          Sublessee
          shall pay an annual base rental and administrative services fee of $4,000
          payable in advance. The annual amount shall consist of $2,800 for rent
          and
          $1,200 for administrative services. The initial year’s prorated payment of
          $4,333 is due upon execution of this Agreement, thereafter; payment shall
          be due
          January 1st
          of each
          succeeding year.

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. At
      the
      end of each year (twelve-month period) that this lease is in effect, Company
      agrees to be assessed an adjusted rental and administrative services fee in
      the
      event of an increase in the cost of living. Such increase shall occur on the
      first day of the calendar quarter on or immediately following the anniversary
      date. The administrative services fee set forth in paragraph 2, as adjusted
      by
      previous cost of living adjustments, will be increased by the percentage by
      which the U.S. Consumer Price Index, All Urban Consumers (CPI-U), All Items,
      has
      increased since the previous anniversary or escalation date. 

    


    4. Either
      Lessee or Sublessee may cancel this Sublease effective at the end of any month
      upon at least ninety (90) days prior written notice. Such written notice shall
      state the date upon which the cancellation is to be effective.

    


    5. Sublessee
      shall not, without prior written consent of Lessee, assign, demise or further
      sublet the Premises.

    


    6. The
      sublease shall automatically terminate on the termination, cancellation or
      expiration of the Master Lease. If, for any reason, this Sublease is cancelled
      at any time other than is provided for in paragraph 1 of this Sublease, Lessee
      shall immediately notify Sublessee of the cancellation and return any sums
      advanced to Lessee for any part of a rental period for which Sublessee will
      not
      be permitted to occupy the Premises. Lessee may, at its option, replace the
      Premises with substantially equivalent facilities under the same terms and
      conditions specified herein.

    


    7. The
      Lessee and Sublessee further agree to hold Lessor completely harmless of any
      liability for any cause whatsoever in connection with this
      Sublease.

    


    8. Lessee
      is
      not responsible for any improvements to the Premises. Sublessee may not make
      any
      improvements to the Premises without the prior written consent of Lessee and
      Lessor.

    


    9. Lessee
      agrees to provide access to, and usage of, the Common Areas to Sublessee on
      an
      as-needed basis subject to availability. Sublessee agrees, whenever feasible,
      to
      provide reasonable notice when reserving conference facilities. 

    


    10. Lessee
      agrees to provide access to, and usage of the Office Equipment to Sublessee,
      for
      purposes of conducting the daily operations of Sublessee's business.


    


    11. Lessee
      agrees to provide Administrative Support Services to Sublessee, including
      checkbook maintenance, data entry, word processing, photocopying, mail
      processing, telephone answering, meeting planning, etc. for purposes of
      conducting the daily operations of Sublessee's business.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      parties hereto have caused this Agreement to be executed as of the 1st  day
      of
      December 2006.

    


    


    


    BLUE
      DIAMOND REALTY, L.L.C. 

    


    BY:
      /s/
      Andrew T. Panaccione        

          
                     
      Andrew T. Panaccione

                                           
      President

     

    


    STAR
      MARITIME ACQUISITION CORP.

    BY:/s/
      Prokopios Akis Tsirigakis        

                           
      Name: Prokopios Akis Tsirigakis

                           
      Title: Chief Executive Officer